<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
IAS COMMUNICATIONS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
IAS COMMUNICATIONS, INC.
#185-10751 Shellbridge Way
Richmond, British Columbia V6X 2W8
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 19th, 1999
To the Shareholders of IAS Communications, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of IAS
Communications, Inc. (the "Company") will be held in Salon #216 of the Holiday
Inn, Vancouver Airport, 10720 Cambie Road, in Richmond, British Columbia, Canada
on Friday, November 19th, 1999, at 10:00 a.m. for the purpose of considering and
voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect four (4) Directors for a term of one year
or until their successors have been elected and qualified.
1. APPROVAL OF AUDITORS. Approval of Elliott Tulk Pryce Anderson as auditors
until the close of the next Annual Meeting.
1. WHATEVER OTHER BUSINESS may properly come before the Annual Meeting or any
adjournments thereof.
Only those shareholders of record at the close of business on October 20th, 1999
shall be entitled to notice of, and to vote at, the Annual Meeting or any
adjournments thereof.
Further information regarding voting rights and the business to be transacted at
the Annual Meeting is given in the accompanying Proxy Statement. Your continued
interest as a shareholder in the affairs of the Company, its growth and
development, is genuinely appreciated by the directors, officers and personnel
who serve you.
October 20th, 1999 BY ORDER OF THE BOARD OF DIRECTORS
/s/ John G. Robertson
John G. Robertson, President
================================================================================
YOUR VOTE IS IMPORTANT
----------------------
Whether or not you plan to attend the Annual Meeting, please sign and date your
Proxy card.
================================================================================
<PAGE>
IAS COMMUNICATIONS, INC.
#185-10751 Shellbridge Way
Richmond, British Columbia V6X 2W8
CANADA
PROXY STATEMENT
This Proxy Statement and the accompanying Proxy are being sent to shareholders
on or about October 25th, 1999 for use in connection with the Annual Meeting of
Shareholders (the "Annual Meeting") of IAS Communications, Inc. (the "Company")
to be held on Friday, November 19th, 1999. Only those shareholders of record at
the close of business on October 20th, 1999, the record date, shall be entitled
to vote. The number of shares of the Company's Class A no par value common
stock (the "Common Stock"), outstanding and entitled to vote at the Annual
Meeting is 10,331,712.
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
the Company, with the cost of solicitation borne by the Company. Solicitation
may be made by directors and officers of the Company. Solicitation may be made
by use of the mails, by telephone, facsimile and personal interview. The
Company does not expect to pay any compensation for the solicitation of proxies,
except to brokers, nominees and similar recordholders for reasonable expenses in
mailing proxy materials to beneficial owners.
If the enclosed Proxy is duly executed and received in time for the Annual
Meeting, it is the intention of the persons named in the Proxy to vote the
shares represented by the Proxy FOR the four nominees listed in this Proxy
---
Statement and FOR the other items listed in the Proxy, unless otherwise
---
directed. Any proxy given by a shareholder may be revoked before its exercise
by notice to the Company in writing, by a subsequently dated proxy, or at the
Annual Meeting prior to the taking of the shareholder vote. The shares
represented by properly executed, unrevoked proxies will be voted in accordance
with the specifications in the Proxy. Shareholders have one vote for each share
of Common Stock held, including the election of directors. Shareholders are not
entitled to cumulate their votes in the election of directors.
BUSINESS OF THE MEETING
There are two matters being presented for consideration by the shareholders at
the Annual Meeting, the election of four (4) directors and the approval of
Elliott Tulk Pryce Anderson as auditors of the Company.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
--------------------------------------
General
The Company's Bylaws ("Bylaws") provide that the number of directors must fall
within a range of 2 to 9, the exact number to be determined by the shareholders.
Directors are elected for a term of one year and until their successors have
been elected and qualified. There are currently four (4) directors of the
Company.
Information with Respect to Nominees
The following table set forth certain information with respect to the nominees
for director. The table includes their ages and their principal occupations.
John Robertson has been a director since the Company was founded, James
Vandeberg was appointed to the Board of Directors in November 1998 and Jennifer
Lorette and Donna Moroney are nominees for directors. The table also indicates
the number of shares of Common Stock beneficially owned by each individual on
September 30th, 1999 (including exercisable options) and the percentage of
Common Stock outstanding on that date that the individual's holdings
represented.
<PAGE>
<TABLE>
<CAPTION>
Name and Age Principal Occupation Shares
------------ of Director Beneficially Owned
----------- as of Sept. 9th, 1999
---------------------
<S> <C> <C>
John G. Robertson 58 President and Chief Executive 3,569,325 shares
Officer 34.6%
James L. Vandeberg 55 Partner, Vandeberg Johnson & Gandara 100,000 shares
0.9%
Jennifer Lorette 27 Secretary, Treasurer and Chief 121,000 shares
Financial Officer 1.2%
Donna M. Moroney 39 Consultant 50,000
0.5%
</TABLE>
John G. Robertson - President, Principal Executive Officer and a Member of the
Board of Directors
Mr. Robertson has been the President and Principal Executive Officer and a
Director of the Company since its formation. Mr. Robertson has been the
Chairman, President and Chief Executive Officer of REGI, U.S., Inc., an Oregon
corporation traded on the OTC bulletin board, since July 1992. Since October
1984 Mr. Robertson has been President and a Director of Reg Technologies Inc., a
British Columbia corporation listed on the Vancouver Stock Exchange that has
financed the research on the Rand Cam Engine since 1986. REGI U.S. is ultimately
controlled by Reg Technologies Inc. Since June 1997 Mr. Robertson has been
President, Principal Executive Officer and a Director of Information-
Highway.com, Inc., a Florida corporation traded on the OTC bulletin board, and
its predecessor. Mr. Robertson is also the President and Founder of Teryl
Resources Corp., a public company trading on the Vancouver Stock Exchange
involved in gold, diamond, and oil and gas exploration. He is also President of
Flame Petro Minerals Corp., a public company trading on the Alberta stock
Exchange with interests in oil and gas and gold prospects. Since May 1977 Mr.
Robertson has been President and a member of the Board of Directors of SMR
Investments Ltd., a British Columbia corporation engaged in the business of
management and investment consulting.
James L. Vandeberg - Chief Operating Officer and a Member of the Board of
Directors
Mr. Vandeberg became a Director of the Company in November 1998 and its Chief
Operating Officer in August 1999. Mr. Vandeberg is a partner in the Seattle,
Washington law firm of Vandeberg Johnson & Gandara. He has served as counsel to
the Company since 1996. Mr. Vandeberg's practice focuses on the corporate
finance area, with an emphasis on securities and acquisitions. Mr. Vandeberg was
previously general counsel and secretary of two NYSE companies and is a director
of Information-Highway.com, Inc., a Florida corporation traded on the OTC
bulletin board. He is a member and former director of the American Society of
Corporate Secretaries. He became a member of the Washington Bar Association in
1969 and of the California Bar Association in 1973. Mr. Vandeberg graduated cum
laude from the University of Washington with a Bachelor of Arts degree in
accounting in 1966, and from New York University School of Law in 1969, where he
was a Root-Tilden Scholar.
2
<PAGE>
Jennifer Lorette - Secretary, Treasurer, Chief Financial Officer and Nominee
Director
Ms. Lorette is a founder, and has been Secretary/Treasurer and Principal
Financial Officer of the Company since February 1995. Since June 1994 Ms.
Lorette has been Vice President and Chief Financial Officer of REGI U.S., Inc.,
an Oregon corporation traded on the OTC bulletin board. Since April 1994 she
has also been Vice President of Administration for Reg Technologies, Inc., a
British Columbia corporation listed on the Vancouver Stock Exchange. REGI U.S.
is ultimately controlled by Reg Technologies Inc. Since June 1997 Ms. Lorette
has been Secretary/Treasurer, Principal Financial Officer, Principal Accounting
Officer and a Director of Information-Highway.com, Inc., a Florida corporation
traded on the OTC bulletin board, and its predecessor. Since June 1994 Ms.
Lorette has also been Chief Financial Officer and Vice President of Flame Petro-
Minerals Corp.
Donna M. Moroney - Nominee Director
Ms. Moroney has been a consultant to public companies since 1992. She has been
a director of Flame Petro-Minerals Corp., an Alberta Stock Exchange company,
since 1998. She is an officer of Teryl Resources Corp., a Vancouver Stock
Exchange Company, a director and officer of Teryl, Inc., an officer of
Information-Highway.com, Inc., an OTC bulletin board company and an officer of
Sun Devil Gold Corp. and International Tower Hill Mines Ltd., both British
Columbia companies trading on the Vancouver Stock Exchange. Ms. Moroney has
also been an instructor of corporate/securities law for legal assistants.
Information Regarding the Board of Directors and Management
The following sets forth information concerning the Board of Directors and
management of the Company during the fiscal year ended April 30, 1999.
Board of Directors Meetings
The Company did not hold any Board meetings since its last annual meeting and it
passed five consent resolutions approved by all directors.
Board Committees
The Board of Directors does not have any committees.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, other
than Mr. Badgley and Mr. Lamarche, who filed no forms during the year, no
officer, director or beneficial owner of more than ten percent of the Common
Stock of the Company failed to file on a timely basis reports required to be
filed by Section 16(a) of the Exchange Act during the most recent fiscal year.
Executive Officer Who Is Not A Director
3
<PAGE>
The following table sets forth information with respect to the executive officer
who is not a director of the Company. Such executive officer is elected
annually by the Board of Directors and serves at the discretion of the Board of
Directors.
Age as of
---------
Name September 30, 1999 Position
---- ------------------ --------
Patrick Badgley 55 Vice-President
- --------------- -- --------------
Patrick Badgley - is a founder of the Company. Since February 1994, Mr. Badgley
- -------------------------------------------------------------------------------
has been a Vice President of REGI U.S., Inc., an Oregon corporation traded on
- -----------------------------------------------------------------------------
the OTC bulletin board. Since July 1993 he has been a Director of Reg
- ----------------------------------------------------------------------
Technologies Inc., a British Columbia corporation listed on the Vancouver Stock
- -------------------------------------------------------------------------------
Exchange. REGI U.S. is ultimately controlled by Reg Technologies Inc. From
- ----------------------------------------------------------------------------
November 1986 to February 1994, Mr. Badgley was the Director of Research and
- ----------------------------------------------------------------------------
Development for Adiabatics, Inc., an Indiana corporation, which was engaged in
- ------------------------------------------------------------------------------
the business of advanced engine concepts. Mr. Badgley holds a Bachelor of
- --------------------------------------------------------------------------
Mechanical Engineering degree from the Ohio State University, Columbus, Ohio.
- -----------------------------------------------------------------------------
Significant Employees:
- ----------------------
Larry Hawks
- -----------
Mr. Hawks has been appointed Vice President in charge of Research and
Development and the Chief Engineer for the Hawks antenna projects. Mr. Hawks
has extensive experience in ELF, VLF & RF technology. Mr. Hawks has worked for
the Hebrew University in Israel (responsible for radiation studies). He was
previously Engineering Manager in charge of all divisional engineering
operations for producing and design of the IBM PC Junior for AMP Corp. Mr.
Hawks is currently the Chief Engineer for ACM (a division of Eikenberry
Associates in Kokomo, Indiana, an injection molding company).
Steve Gulyas
- ------------
Mr. Gulyas has been appointed Vice President of Sales for the Company's Hawks
antenna projects for commercial applications. Mr. Gulyas is an experienced
salesperson with several important connections in the telecommunications
industry. He has introduced the Company's antennas to several major potential
end users.
Carol Coleman
- -------------
Ms. Coleman is a Chartered Accountant with over 10 years of experience in the
accounting industry. Her accounting background is in a variety of areas
including manufacturing and high-tech. Ms. Coleman's duties as Controller of
the Company include management of the accounting, management reporting, banking,
insurance and payroll.
Family Relationships - none.
Involvement in Certain Legal Proceedings.
To the best knowledge of the Officers and Directors of the Company, neither the
Company nor any of its Officers, Directors or nominees are parties to any legal
proceeding or litigation other than as described below. Further, the Officers
and Directors know of no threatened or contemplated legal proceedings or
litigation other than as described below. None of the Officers and Directors
have been convicted of a felony or none have been convicted of any criminal
offense, felony and misdemeanor relating to securities or performance in
corporate office. To the best of the knowledge of the Officers and Directors,
no investigations of felonies, misfeasance in office or securities
investigations are either pending or threatened at the present time.
The Company was sued in April 1998 in a civil action filed in U.S. District
Court for the District of Oregon (the "Oregon Litigation"). The Plaintiff seeks
money damages and equitable relief against the
4
<PAGE>
Company alleging patent infringement by the Company for the CTHA. The Company
has notified WVU of this claim and will assist WVU in the defense. Two patents
were granted for the CTHA to WVU; one in August 1995, and another in August
1997. The Plaintiff's patent was approved on March 31, 1998. Based upon the
information available to the Company at this time, the Company believes that the
Plaintiff's alleged claim of infringement is without legal or factual basis.
The Plaintiff in the Oregon Litigation is also a defendant in a pending civil
action in the U.S. District Court for the Northern District of West Virginia
brought by WVU (the "West Virginia Litigation") claiming that the CTHA invention
is owned by the WVU. As alleged in the West Virginia Litigation, the Company
believes that the patent rights for the CTHA technology belongs to WVU and
therefore, based on the ICI License and the Sublicense, the Company owns the
world wide rights to the CTHA commercial applications. The Company intends to
vigorously defend the Oregon Litigation.
Compensation of Directors and Officers
Summary Compensation Table
The following table sets forth the aggregate cash compensation paid for services
rendered to the Company during the last three fiscal years by the Company's
Chief Executive Officer and the Company's most highly compensated executive
officers who served as such at the end of the last fiscal year. No executive
officer had an annual salary and bonus in excess of $100,000 during such year.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
---------------------------- ------------
Name and Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation ($) Options (1)
- ------------------ ---- ---------- --------- ---------------- -----------
<S> <C> <C> <C> <C> <C>
John G. Robertson 1999 -0- -0- -0- 200,000
President, Chief 1998 -0- -0- -0- -0-
Executive Officer 1997 -0- -0- -0- 150,000
Patrick Badgley 1999 -0- -0- -0- -0-
Director 1998 -0- -0- -0- -0-
1997 -0- -0- -0- 50,000
Paul Lamarche 1999 -0- -0- -0- -0-
Director 1998 $8,000 -0- -0- -0-
1997 $6,000 -0- -0- 50,000
James L. Vandeberg, 1999 -0- -0- -0- 50,000
Chief Operating Officer 1998 -0- -0- -0- -0-
and Director 1997 -0- -0- -0- -0-
Jennifer Lorette 1999 -0- -0- -0- -0-
Vice President 1998 -0- -0- -0- -0-
1997 -0- -0- -0- 50,000
</TABLE>
- ---------------------
(1) Represents options granted under the Company's 1996 Stock Option Plan.
5
<PAGE>
A management fee of $2,500.00 per month is accrued for payment to Access
Information Services, Inc., a corporation controlled by the Robertson Family
Trust, the beneficiary of which is Kelly Robertson, daughter of John G.
Robertson. Further, the sum of $1,500.00 per month is accrued for payment to
Access Information Services, Inc. for rent and secretarial services.
No other compensation is paid to any of the Executive Officers or Directors of
the Company. The Company may in the future create retirement, pension, profit
sharing, insurance and medical reimbursement plans covering its Officers and
Directors. At the present time, no such plans exist. No advances have been made
or are contemplated by the Company to any of its Officers or Directors.
Stock Options Granted
On November 12th, 1998 a stock option for 50,000 shares was granted to James
Vandeberg and a stock option for 200,000 shares was granted to John Robertson.
The options are exercisable at a price of $1.50 per share, to expire on
November 12, 2003. The exercise price was subsequently reduced to $1.00 per
share.
The 200,000 options granted to Mr. Robertson during fiscal year 1999 were
exercisable at a price of $1.50 per share upon grant, expire on November 12,
2003, and represent 40% of all options granted to employees during fiscal year
1999.
Stock Options Exercised and Held at Year End
The following table sets forth certain information concerning exercises of stock
options pursuant to stock option plans by the named Executive Officers and
Directors during the year ended April 30, 1999 and stock options held at year
end.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Value of
Unexercised Unexercised Options at
Options at Year End Year End (1)
-------------------------------------------------------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John G. Robertson -0- -0- 350,000 -0- $10,937 -0-
- ------------------------------------------------------------------------------------------------------------------------------------
Patrick Badgley -0- -0- 90,000 -0- $51,200 -0-
- ------------------------------------------------------------------------------------------------------------------------------------
Paul Lamarche 2,000 $1,562.50 85,000 -0- $44,800 -0-
- ------------------------------------------------------------------------------------------------------------------------------------
James L. Vandeberg -0- -0- 50,000 -0- $ 1,562 -0-
- ------------------------------------------------------------------------------------------------------------------------------------
Jennifer Lorette -0- -0- 50,000 -0- $ 1,562 -0-
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) On April 30, 1999, the closing price of Common Stock was $1.53125. For
purposes of the foregoing table, stock options with an exercise price less
than that amount are considered to be "in-the-money" and are considered to
have a value equal to the difference between this amount and the exercise
price of the stock option multiplied by the number of shares covered by the
stock option.
Long Term Incentive Plan Awards
The Company does not have any Long Term Incentive Plans.
Employment Contracts and Termination of Employment and Change of Control
Arrangements
6
<PAGE>
The Company does not have any employment contracts, termination of employment
and change of control arrangements.
Repricing of Options
On May 28th, 19999 the exercise price of the outstanding stock options, ranging
from $1.50 to $2.50 per share, were reduced to $1.00 per share.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of September 30th, 1999, the outstanding
Class A Common Stock of the Company owned of record or beneficially by each
person who owned of record, or was know by the Company to own beneficially, more
than 5% of the Company's Common Stock, and the name and shareholdings of each
officer and director and all officers and directors as a group. A person is
deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from such date upon the exercise of options. Each
beneficial owner's percentage ownership is determined by assuming that options
that are held by such person and which are exercisable within 60 days from the
date are exercised.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A Percentage of
Name Shares Owned Class A
Shares Owned
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John G. Robertson[1][2] President and member of the Board of 3,569,325 34.6%
Directors
- ------------------------------------------------------------------------------------------------------------------------------------
Dr. James Smith [3] 3,003,000 29.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Access Information Services, Inc. [4] 3,172,125 30.7%
- ------------------------------------------------------------------------------------------------------------------------------------
Robertson Family Trust [5] 3,172,125 30.7%
- ------------------------------------------------------------------------------------------------------------------------------------
James L. Vandeberg [6], Chief Operating Officer and member of 100,000 0.9%
the Board of Directors
- ------------------------------------------------------------------------------------------------------------------------------------
Jennifer Lorette [1][7], Secretary/Treasurer, Chief Financial 121,000 1.2%
Officer and Nominee Director
- ------------------------------------------------------------------------------------------------------------------------------------
Donna M. Moroney, Nominee Director [8] 50,000 0.5%
- ------------------------------------------------------------------------------------------------------------------------------------
Patrick Badgley [1][9] 90,000 0.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Paul Lamarche [1][10] 85,000 0.8%
- ------------------------------------------------------------------------------------------------------------------------------------
ALL OFFICERS & DIRECTORS AS A GROUP [11] (Five Individuals) 4,015,325 38.9%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Except as noted below, all shares are held beneficially and of record and each
record shareholder has sole voting and investment power.
[1] These individuals are the Executive Officers and Directors of the Company
and may be deemed to be "parents or founders" of the Company as that term is
defined in the Rules and Regulations promulgated under the Securities Act of
1933, as amended.
[2] Includes 3,172,125 shares registered in the name of Access Information
Services, Inc., a corporation controlled by the Robertson Family Trust, and
350,000 options that are currently exercisable. Mr. Robertson is one of
three trustees of the Robertson Family Trust, which acts by the majority
vote of the three trustees. Mr. Robertson disclaims beneficial ownership of
the
7
<PAGE>
shares owned or controlled by the Robertson Family Trust. Mr. Robertson's
address is the same as the Company's.
[3] Dr. Smith's address is Route 4, Box E36, Bruceton Mills, WV 26525.
[4] Access Information Services is a corporation owned by the Robertson Family
Trust. Its address is 185 - 10751 Shellbridge Way, Richmond, British
Columbia V6X 2W8, Canada.
[5] Includes 3,172,125 shares owned of record by Access Information Services, a
corporation owned by the trust. The address of the Robertson Family Trust
is 185 - 10751 Shellbridge Way, Richmond, British Columbia V6X 2W8, Canada.
[6] Includes 75,000 options that are currently exercisable. Mr. Vandeberg's
address is Vandeberg Johnson & Gandara, One Union Square, Suite 2424,
Seattle, Washington.
[7] Includes 75,000 options that are currently exercisable. Ms. Lorette's
address is the same as the Company's.
[8] Includes 50,000 options that are currently exercisable. Ms. Moroney's
address is the same as the Company's.
[9] Includes 90,000 options that are currently exercisable. Mr. Badgley's
address is the same as the Company's.
[10] Includes 85,000 options that are currently exercisable. Mr. LaMarche's
address is the same as the Company's.
[11] Includes 3,172,125 shares registered in the name of Access Information
Services, Inc., a corporation controlled by the Robertson Family Trust, and
725,000 options that are currently exercisable. Mr. Robertson is one of
three trustees of the Robertson Family Trust, which acts by the majority
vote of the three trustees. Mr. Robertson disclaims beneficial ownership of
the shares owned or controlled by the Robertson Family Trust.
Changes in Control
There are no arrangements known to the Company the operation of which may result
in a change of control of the Company.
Transactions with Directors
The Company issued 100 shares of Class A Voting Common Stock to its directors on
December 13, 1994. On July 12, 1995, these shares were donated back to the
Company and canceled.
Integral Concepts, Inc. ("ICI"), holder of the exclusive worldwide license to
the CTHA technology, entered into an option agreement with SMR Investments Ltd.
("SMR"), a corporation owned by Sue Robertson, the wife of Mr. Robertson, dated
November 18, 1994, and amended December 16, 1994 (the "Option Agreement"). The
Option Agreement provided that ICI would issue a sublicense to SMR for the CTHA
subject to the payment of $250,000; a 3% royalty from gross sales; and a
subsequent public entity to be established. The Company was organized by SMR
and Robertson as a result. ICI retained all military applications and resulting
procurement interests. The contract period relating to the three percent
royalty to be paid to ICI commences when sales are made by SMR/the Company and
continue during the life of the Option Agreement. The term of the Option
Agreement is perpetual as is the ICI License.
On December 13, 1994, SMR assigned the rights to the Option Agreement to the
Company in consideration of $50,000 advanced by Access Information Services,
Inc. (the "Option Assignment"). Access Information Services, Inc. is a
corporation owned and controlled by the Robertson Family Trust.
8
<PAGE>
On December 14, 1994, the Company issued 3,000,000 Class A Shares to Access
Information Services, Inc., pursuant to the Option Assignment. The value
assigned to the 3,000,000 Class A common shares issued to Access Information
Services Inc. was $0.50. The valuation of the 3,000,000 shares issued to Access
Information Services, Inc. was arbitrarily determined by the Company's Board of
Directors. The $250,000 has been paid to ICI and was a one time payment.
On July 10, 1995, ICI entered into the Sublicense wherein ICI granted to the
Company the exclusive worldwide right to manufacture, sell copies of, sublicense
and distribute the process and equipment related to the design, construction and
operation of the CTHA and to further sublicense others the rights to
manufacture, sell copies of, license and distribute the same, excluding all
military applications and procurement interests. The Sublicense was the
culmination of the agreement between ICI and SMR, and SMR and the Company. On
December 27, 1995, SMR assigned all of its rights and duties in the CTHA
technology to the Company. The purpose of this assignment was to assign any and
all rights or duties which may have been held by SMR as a result of the Option
Agreement, it being understood that the Option Agreement was nothing more than
an agreement in principle. The term of the Sublicense is perpetual and requires
the payment of a minimum annual royalty of $3,000. Further, the Company will pay
a royalty of 10% of the net revenues derived from sales, licenses or sublicenses
of the CTHA technology with a credit for the minimum royalty. In addition the
Company shall pay a royalty of 3% of the gross revenues derived from the sales,
licenses or sublicenses of the CTHA technology.
The Company and ICI amended the Sublicense in March 1997 to clarify the
applications of CTHA technology subject to the Company's sublicense. As amended,
the Company has exclusive rights to all commercial applications. Emergent
Technologies Corporation ("ETC") has the exclusive rights to all governmental
and military applications for the CTHA antenna. In consideration for the
amendment, the Company received a 50% reduction in royalties to be paid to ICI
over a three year period plus an enlarged definition of Technology to include
all future enhancements to the CTHA technology.
The Company entered into a joint venture with ETC to fund a research and
development laboratory and a manufacturing facility, TEAM. The Company and ETC
each own 50% of TEAM. They granted TEAM certain rights to sell and manufacture
the antennas. All sales of antennas by TEAM will be for the credit of either
the Company or ETC, according to the end user. However the Company and ETC
retained certain rights to sublicense development and manufacturing of antennas.
To date, there have not been any transactions between the Company and its
officers, directors, principal shareholders or affiliates other than as set
forth above. The Company believes that the transactions described here were on
terms more favorable to the Company's officers, and directors, than otherwise
could be obtained if such transactions were with non-related parties.
The Board of Directors recommends that you vote FOR the nominees to be elected
as directors.
PROPOSAL NO. 2 - APPROVAL OF AUDITORS
-------------------------------------
The Board of Directors recommends that Elliott Tulk Pryce Anderson serve as
auditors of the Company until the next Annual Meeting. Elliott Tulk Pryce
Anderson, independent Chartered Accountants, performed the audit of the
consolidated financial statements for the Company for the year ended April 30,
1999. Representatives of Elliott Tulk Pryce Anderson will not be present at the
Annual Meeting.
The Board of Directors recommends a vote FOR Proposal No. 2.
9
<PAGE>
OTHER BUSINESS
--------------
The Board of Directors knows of no other matters to be brought before the
shareholders at the Annual Meeting. In the event other matters are presented
for a vote at the Meeting, the proxy holders will vote shares represented by
properly executed proxies in their discretion in accordance with their judgment
on such matters.
At the Meeting, management will report on the Company's business and
shareholders will have the opportunity to ask questions.
October 20th, 1999 BY ORDER OF THE BOARD OF DIRECTORS
/s/ John G. Robertson
John G. Robertson, President
10
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PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OF
IAS COMMUNICATIONS INC.
PLEASE SIGN AND RETURN IMMEDIATELY
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I, the undersigned shareholder of IAS COMMUNICATIONS INC. (the "Company"),
hereby nominate, constitute and appoint John Robertson, the President and a
Director of the Company, or failing him,____________________ (with full power to
act alone), as my true and lawful attorney, with full power of substitution, to
vote for me and in my name, place and stead all of the stock of the Company
standing in my name and on its books on October 20, 1999 (the "Record Date"), at
the Annual Meeting of Shareholders to be held in meeting room 216 at the Holiday
Inn, Vancouver Airport, 10720 Cambie Road, Richmond, British Columbia, Canada at
10:00 a.m., on Friday, November 19, 1999, or at any adjournments thereof, with
all the powers the undersigned would possess if personally present, as follows:
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
AND WILL BE VOTED "FOR" THE INDIVIDUALS AND THE PROPOSITIONS LISTED BELOW UNLESS
THE SHAREHOLDER, BY SO SIGNIFYING IN THE SPACES PROVIDED BELOW, WITHHOLDS
AUTHORITY TO VOTE FOR THEM OR VOTES AGAINST SAID PROPOSITION.
1. ELECTION OF DIRECTORS. Electing the persons listed below to serve as
Directors for the ensuing year.
John Robertson FOR [_] WITHHOLD [_]
James Vandeberg FOR [_] WITHHOLD [_]
Jennifer Lorette FOR [_] WITHHOLD [_]
Donna Moroney FOR [_] WITHHOLD [_]
2 APPROVAL OF ELLIOTT TULK PRYCE ANDERSON, chartered Accountants, as Auditors
of the Company until the close of the next annual meeting.
FOR [] WITHHOLD [] ABSTAIN []
3. OTHER MATTERS. In their discretion, upon such other matters as may properly
come before the meeting.
The Board of Directors recommends a vote "FOR" the individuals and the
propositions listed above.
DATED_______________________________, 1999.
_____________________________________ _________________________________________
Name of Shareholder (please print) Name of Shareholder (please print)
_____________________________________ _________________________________________
Signature of Shareholder Signature of Shareholder
No. of Shares: __________________________
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. ALL JOINT OWNERS
MUST SIGN. WE URGE YOU TO SIGN AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE TO
NEVADA AGENCY & TRUST COMPANY, 50 WEST LIBERTY STREET, SUITE 880, RENO, NV.
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89501 -WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO
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ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED
AT ANY TIME PRIOR TO ITS EXERCISE.
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NOTES TO FORM OF PROXY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM VOTING ON
ANY POLL AS REQUESTED BY A SHAREHOLDER OR PROXYHOLDER (PROVIDED THE INSTRUCTIONS
ARE CERTAIN). IF THE SHAREHOLDER HAS SPECIFIED A CHOICE WITH RESPECT TO ANY OF
THE ITEMS ABOVE BY MARKING AN "X" IN THE SPACE PROVIDED FOR THAT PURPOSE THE
SHARES WILL BE VOTED ON ANY POLL IN ACCORDANCE WITH THAT CHOICE. (IN THE
ABSENCE OF INSTRUCTIONS MADE ON A FORM OF PROXY, IT IS THE INTENTION OF THE
MANAGEMENT DESIGNEE, IF NAMED AS PROXY, TO VOTE FOR THE APPROVAL OF ALL OF THE
MATTERS REFERRED TO IN THE NOTICE OF MEETING.)
THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR
VARIATIONS OF THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND WITH RESPECT
TO OTHER MATTERS WHICH MIGHT PROPERLY COME BEFORE THE MEETING.
A Shareholder has the right to designate a person (who need not be a Shareholder
of the Company), other than directors, officers of the Company and the
management designee, to attend and act for him at the Meeting. Such right may
be exercised by inserting in the blank space provided in the Form of Proxy, the
name of the person to be designated and deleting therefrom, the names of the
management designee or by completing another proper form of proxy and delivering
same to the office of the Transfer Agent of the Company, Nevada Agency & Trust
Company, 50 West Liberty Street, Suite 880, Reno, NV, 89501 - no later than
forty-eight (48) hours (excluding Saturdays, Sundays, and holidays) before the
time set for the Meeting or any adjournment thereof.
The Form of Proxy, to be valid, must be signed by the Shareholder or by his
attorney duly authorized in writing, or, if the Shareholder is a corporation,
the Form of Proxy shall be executed by an officer of such corporation or by an
attorney duly authorized in writing. If the Form of Proxy is executed by an
attorney for an individual shareholder or by an officer or attorney of a
corporate shareholder, the instrument so empowering the officer or attorney, as
the case may be, or a notarial copy thereof, must accompany the Form of Proxy.
A proxy to be effective must be deposited at the office of the Transfer Agent of
the Company, no later than forty-eight (48) hours (excluding Saturdays, Sundays
and holidays) before the time set for the Meeting or any adjournment thereof.
