SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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, INC.
(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)(1) 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 or 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:
<PAGE>
IAS COMMUNICATIONS, INC.
#185-10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21ST, 2000
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 Tuesday, November 21st, 2000, at 10:00 a.m. for the purpose of considering
and voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect three (3) Directors for a term of one
year or until their successors have been elected and qualified.
2. APPROVAL OF AUDITORS. Approval of Elliott Tulk Pryce Anderson as
auditors until the close of the next Annual Meeting.
3. APPROVAL OF AMENDMENT TO STOCK OPTION PLAN. Approval of the increase in
the maximum number of shares which may be optioned and sold pursuant to
the Stock Option Plan.
4. WHATEVER OTHER BUSINESS may properly come before the An-nual Meeting or
any adjournments thereof.
Only those shareholders of record at the close of business on October 18th, 2000
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 26th, 2000 BY ORDER OF THE BOARD OF DIRECTORS
/s/ John Robertson
John 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
---------------
Information Concerning the Solicitation of Proxies
This Proxy Statement and the accompanying Proxy is furnished to the shareholders
of IAS COMMUNICATIONS, INC. (the "Company") in connection with the solicitation
of proxies on for use at the Company's Annual Meeting of Shareholders (the
"Annual Meeting"). The Annual Meeting will held on Tuesday, November 21st,
2000, at Salon #216 of the Holiday Inn Vancouver Airport, 10720 Cambie Road,
Richmond, British Columbia, Canada, at 10:00 am.(PST). A copy of the Company's
annual report on Form 10-KSB was made available to shareholders electronically
via filing on EDGAR on September 7, 2000, and accompanies this Proxy Statement.
Only stockholders of record on October 18, 2000 are entitled to vote at the
Annual Meeting.
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
the Com-pany, 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.
This Proxy Statement and the accompanying Proxy are being sent to shareholders
on or about October 30th, 2000.
Record Date and Voting Rights
The record date for determination of Stockholders who are entitled to notice of
and to vote at the Annual Meeting is October 18, 2000.
The Company is authorized to issue up to 100,000,000 shares of common stock,
without par value. As of September 30, 2000, there were 11,433,597 shares of
common stock issued and outstanding. Each share of Common Stock is entitled to
one vote on all matters submitted for shareholder approval.
BUSINESS OF THE MEETING
There are three matters being presented for consideration by the shareholders at
the Annual Meeting, the election of three (3) directors; the approval of Elliott
Tulk Pryce Anderson as auditors of the Company, and the amendment to the Stock
Option Plan.
<PAGE>
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.
Direc-tors 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. Donna Moroney is not standing for re-election.
INFORMATION WITH RESPECT TO NOMINEES
The following table lists the persons nominated by the Board of Directors for
election as directors and also lists certain information with respect to those
persons.
<TABLE>
<CAPTION>
Nominee Age Since Principal Occupation of Director Ownership [1] Ownership
------------------ ------- --------------------- --------------------------------- -------------- ---------
<S> <C> <C> <C> <C> <C>
John G. Robertson 59 December 1994 President and Chief 397,200 common 3.47%
Executive Officer shares [2]
James L. Vandeberg 56 Director since Partner, Ogden Murphy Wallace 100,000 common 0.87%
November 1998; shares [3]
COO since
August 1999
Jennifer Lorette 28 Director since Secretary and Treasurer 121,000 common 1.06%
November 1999; shares [4]
Secretary,
Treasurer and
CFO since
February 1995
<FN>
[1] The ownership includes the beneficial ownership of securities and the beneficial ownership of securities
that can be acquired within 60 days from September 30, 2000 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 September 30, 2000, are exercised, for the purpose of computing percentage
ownership.
[2] John Robertson has been a director since December 1994. Includes rights to purchase, pursuant to stock
options, 150,000 common shares at $1.00 per share granted on December 19, 1996, and 200,000 common shares at
$1.00 per share granted on November 12, 1998. Mr. Robertson is one of three trustees of the Robertson Family
Trust, which acts by the majority vote of the three trustees. The beneficiary of the Trust is Kelly Robertson,
John Robertson's daughter, who does not reside at the same address as John Robertson. Access Information
Services, a corporation owned by the Robertson Family Trust, holds 3,289,375 common shares of the Company and
warrants to purchase 152,625 common shares at $1.50 per share which expired October 8, 2000, and 117,000
warrants to purchase common shares at $1.00 per share which expire March 1, 2001. Mr. Robertson disclaims
beneficial ownership of the shares owned or controlled by the Robertson Family Trust. Mr. Robertson's address
is the same as the Company's.
[3] James Vandeberg was appointed to the Board of Directors in November 1998. Includes rights to purchase,
pursuant to stock options, 50,000 common shares at $1.00 per share granted on November 12, 1998, and 25,000
common shares at $1.00 per share granted on May 28, 1999.
[4] Ms. Lorette was appointed to the Board of Directors in November 1999. Includes rights to purchase,
pursuant to stock options, 50,000 common shares at $1.00 per share granted on December 19, 1996, and 25,000
common shares at $1.00 per share granted on May 28, 1999.
</TABLE>
<PAGE>
BACKGROUND OF NOMINEES
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 in December 1994. 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 Canadian Venture 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. Mr.
Robertson is also the President and Founder of Teryl Resources Corp., a British
Columbia company trading on the Canadian Venture Exchange involved in mineral
exploration. He is also President of LinuxWizardry Systems, Inc. (formerly Flame
Petro-Minerals Corp.), a British Columbia company trading on the OTC bulletin
board involved in development and marketing of Linux-based products. Since May
1977 Mr. Robertson has been President and a member of the Board of Directors of
SMR Investments Ltd., a private British Columbia corporation engaged in
management of public companies.
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 Ogden, Murphy, Wallace. 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.
JENNIFER LORETTE - SECRETARY AND TREASURER AND A MEMBER OF THE BOARD OF
DIRECTORS
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 Canadian Venture 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
LinuxWizardry Systems, Inc. (formerly Flame Petro-Minerals Corp.).
VOTE REQUIRED
A majority of votes by the shares of common stock present or represented and
voting at the meeting is required to elect the nominees.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR ALL NOMINEES FOR THE
BOARD OF DIRECTORS.
<PAGE>
EXECUTIVE COMPENSATION OF MANAGEMENT, OWNERSHIP OF CERTAIN
STOCKHOLDERS, AND CERTAIN RELATED TRANSACTIONS
The following table lists the Company's executive officers during fiscal year
2000:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Positions with the
Name Company Age Office Held Since
------------------------------ ----------------------- --------- -----------------
John G. Robertson President and Chief
Executive Officer 59 December 1994
James Vandeberg Chief Operating Officer 56 Director since
November 1998; COO
since August 1999
Patrick Badgely Vice President 56 December 1994
Larry Hawks Vice President,
Research and Development 64 May 1998
Steve Gulyas Vice President, Sales Not known April 1998
Jennifer Lorette Secretary and Chief
Financial Officer 28 Director since
November 1999;
Secretary, Treasurer and
CFO since February 1995
</TABLE>
Executive officers are elected annually by the Board of Directors and serve at
the pleasure of the Board. There is no family relationship between any of the
officers and directors. Memberships on the Boards of other public companies are
set out on page 4 in the biographies of each of the nominee directors, and
memberships on the Boards of other public companies for each of the executive
officers who are not directors are set out below.
BACKGROUND OF EXECUTIVE OFFICERS
The biographies of Messrs. Robertson and Vandeberg, and Ms. Lorette can be found
on pages 3 and 4.
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 Canadian Venture
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.
LARRY HAWKS - 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).
<PAGE>
STEVE GULYAS - 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.
SIGNIFICANT EMPLOYEES:
CAROL COLEMAN
Ms. Coleman, 40, 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 joined the Company in
October 1999. Her duties as Controller of the Company include management of the
accounting, management reporting, banking, insurance and payroll.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, other
than Dr. James Smith, Mr. Badgley, Mr. Gulyas and Mr. Hawks, who furnished no
Forms to the Company 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.
BOARD COMMITTEES
The Board of Directors does not have any committees.
BOARD OF DIRECTORS MEETINGS
The Company held two Board meetings since its last annual meeting which were
attended by all the directors of the Company. The Company passed eight consent
resolutions approved by all directors.
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.
COMPENSATION OF DIRECTORS AND EXECUTIVE 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 execu-tive
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 $100,000 during such year.
<PAGE>
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
<S> <C> <C> <C> <C> <C>
NAME AND OTHER ANNUAL SECURITIES UNDERLYING
PRINCIPAL POSITION. YEAR SALARY($) BONUS COMPENSATION ($) OPTIONS/SARS (#) (1)
-------------------- -------------------- ------------- ---------------- ---------------------- ----------------------
John G. Robertson 2000 -0- -0- -0- -0-
President, Chief 1999 -0- -0- -0- 200,000
Executive Officer 1998 -0- -0- -0- -0-
--------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Represents options granted under the Company's 1996 Stock Option Plan, exercisable within 60 days from September 30,
2000.
</TABLE>
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 $1,500.00 per month is accrued for payment to
Access Information Services, Inc. for rent and secretarial services.
No other compensation is paid to any of the Executive Officers or Directors of
the Company. The Company may in the future create retirement, pension, profit
sharing, insurance and medical reimbursement plans covering its Officers and
Directors. At the present time, no such plans exist. No advances have been
made or are contemplated by the Company to any of its Officers or Directors.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
Number of
Securities Percent of total
Underlying options granted to
Options granted employees in Exercise or base
Name (#) fiscal year price ($/share) Expiration date
---------------- ---------------- ------------------- ------------------ ---------------
<S> <C> <C> <C> <C>
James Vandeberg 25,000 10.9% $ 1.00 May 28, 2004
---------------- ------------------- ------------------ ---------------
Jennifer Lorette 25,000 10.9% $ 1.00 May 28, 2004
---------------- ------------------- ------------------ ---------------
Donna Moroney 25,000 10.9% $ 1.00 May 28, 2004
---------------- ---------------- ------------------- ------------------ ---------------
</TABLE>
STOCK OPTIONS EXERCISED AND HELD AT YEAR END
The following table sets forth certain information concerning exercises of stock
options pursuant to stock option plan by the named Executive Officers and
Directors during the year ended April 30, 2000 and stock options held at year
end.
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
Value of
Number of 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>
John G. Robertson -0- -0- 350,000 / 0 $ 131,250 / 0
Patrick Badgley -0- -0- 50,000 / 0 $ 18,750 / 0
James L. Vandeberg -0- -0- 75,000 / 0 $ 28,125 / 0
Jennifer Lorette . -0- -0- 75,000 / 0 $ 28,125 / 0
Larry Hawks -0- -0- 75,000 / 0 $ 28,125 / 0
Steve Gulyas -0- -0- 25,000 / 0 $ 9,375 / 0
------------------ -------------------- ------------ --------------------------- ----------------------------
<FN>
(1) On April 30, 2000, the closing price of Common Stock was $1.375. 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.
</TABLE>
THE 1996 STOCK OPTION PLAN
The Company's 1996 Stock Option Plan (the "Plan") was approved by the Company's
shareholders in August, 1996. A total of 1,000,000 shares were approved by the
shareholders for issuance under the option agreements, subject to the Plan.
During the fiscal year, 205,000 options were granted under the Plan to certain
employees and consultants in connection with normal employment and consulting
practice, with the exercise price being $1.00 per share.
The Plan permits the grant of stock options to employees, officers, directors
and consultants. There are approximately 26 persons under the Plan. The
purpose of the Plan is to attract the best available personnel to the Company
and to give employees a greater personal stake in the success of the Company.
The Plan is effective until November 1, 2006. Stock options are granted at the
discretion of the directors.
The terms of the Plan include the following information. Under the Plan, the
option price for the common shares to be issued under the Plan will be the price
not less than the fair market value of the Company's common shares on the date
of grant of the stock option. If the optionee owns common shares representing
more than 10% of the combined total voting power of all classes of shares of the
Company (the "Shareholder-Optionee"), then the option price must be at least
110% of the fair market value of the common shares on the date of the grant.
The term of the stock option granted under the Plan may not exceed 10 years from
the date such option is granted, unless the optionee is a Shareholder-Employee,
then the term of option may not exceed five years from the date of the grant.
The market value of the securities underlying the options as at September 30,
2000 was $1,133,000.
<PAGE>
The maximum number of shares which may be optioned and sold pursuant to the Plan
was increased to 2,500,000 by unanimous consent of the Board of Directors on May
28, 1999. Amendment of the Plan requires shareholder approval before the
exercise of any additional options.
U.S. Federal Tax Consequences
Non-Qualified Stock Options
The grant of non-qualified stock options under the Plan will not result in the
recognition of any taxable income by the optionee. An optionee will recognize
ordinary income on the date of exercise of the non-qualified stock option equal
to the excess, if any, of (1) the fair market value of the Common Shares
acquired as of the exercise date, over (2) the exercise price. The tax basis of
these Common Shares for purposes of a subsequent sale includes the non-qualified
option price paid and the ordinary income reported on exercise of the
non-qualified stock option. The income reportable on exercise of a
non-qualified stock option is subject to federal income and employment tax
withholding. Generally, the Company will be entitled to a deduction for its
taxable year within which the optionee recognizes compensation income in the
amount reportable as income by the optionee on the exercise of a non-qualified
stock option.
Incentive Stock Options (qualified under Section 422 of the Code)
In general, an optionee will not recognize taxable income upon the grant or
exercise of an incentive stock option. However, upon the exercise of an
incentive stock option, the excess of the fair market value on the date of
exercise of the Common Shares received over the exercise price of the stock
option is treated as an item of adjustment for the purpose of calculating
alternative minimum taxable income.
If the optionee has held the Common Shares acquired upon exercise of an
incentive stock option for at least two years after the date of grant, and for
at least one year after the date of exercise, upon disposition of the Common
Shares by the optionee, the difference (if any) between the sales price of the
Common Shares and the exercise price of the stock option is treated as long-term
capital gain or loss. If the optionee does not satisfy these incentive stock
option holding period requirements, the optionee will recognize ordinary income
at the time of the disposition of the Common Shares, generally in an amount
equal to the excess of the fair market value of the Common Shares at the time
the stock option was exercised over the exercise price of the stock option. The
balance of the gain realized (if any) will be long-term or short-term capital
gain, depending on the holding period. If the optionee sells the Common Shares
prior to the satisfaction of the incentive stock option holding period
requirements, but at a price below the fair market value of the Common Shares at
the time the stock option was exercised, the amount of ordinary income is
limited to the amount realized on the sale over the exercise price of the stock
option.
In order for the exercise of an incentive stock option to qualify for the
foregoing tax treatment, the optionee generally must be an employee (within the
meaning of section 422 of the Code) of the Company or one of its subsidiaries
from the date the incentive stock option is granted through the date three
months before the date of exercise (one year before the date of exercise in the
case of an optionee who is terminated due to disability).
<PAGE>
The following tables set out the amount of options received or to be received by
the Company's executive officers as a group, the Company's current directors who
are not executive officers as a group; each nominee for election as a director;
each other person who received or is to receive 5% of such options and all
employees, including all current officers who are not executive officers, as a
group:
<TABLE>
<CAPTION>
NAMED EXECUTIVE OFFICERS
---------------------------------------
<S> <C> <C> <C>
NUMBER OPTION PRICES
OF AND EXPIRY OPTION EXPIRY
NAME. . . . . . . . . . . . . . . . . . OPTIONS DATES DATES
------- -------------- -----------------
John Robertson, President and CEO . . . 150,000 $ 1.00 December 19, 2001
200,000 $ 1.00 November 12, 2003
------- -------------- -----------------
James Vandeberg, Chief Operating. . . . 50,000 $ 1.00 November 12, 2003
Officer . . . . . . . . . . . . . . . . 25,000 $ 1.00 May 28, 2004
--------------------------------------- ------- -------------- -----------------
Jennifer Lorette, Secretary , Treasurer 50,000 $ 1.00 December 19, 2001
and CFO . . . . . . . . . . . . . . . . 25,000 $ 1.00 May 28, 2004
--------------------------------------- ------- -------------- -----------------
Steve Gulyas, VP Sales. . . . . . . . . 25,000 $ 1.00 April 1, 2003
--------------------------------------- ------- -------------- -----------------
Larry Hawks, VP R&D . . . . . . . . . . 25,000 $ 1.00 May 4, 2003
50,000 $ 1.00 May 28, 2004
------- -------------- -----------------
Patrick Badgley, VP . . . . . . . . . . 50,000 $ 1.00 December 19, 2001
------- -------------- -----------------
TOTAL:. . . . . . . . . . . . . . . . . 650,000
--------------------------------------- ------- -------------- -----------------
</TABLE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AS A GROUP
-----------------------------
<S> <C> <C> <C>
NUMBER OPTION PRICES
OF AND EXPIRY OPTION EXPIRY
NAME. . . . . . . . . . . . . OPTIONS DATES DATES
-------- ------------------ -----------------
[1] 250,000 $ 1.00 December 19, 2001
25,000 $ 1.00 April 14, 2003
25,000 $ 1.00 May 4, 2003
250,000 $ 1.00 November 12, 2003
100,000 $ 1.00 May 28, 2004
--------
TOTAL:. . . . . . . . . . . . 650,000
----------------------------- -------- ------------------ -----------------
</TABLE>
<TABLE>
<CAPTION>
NUMBER OPTION PRICES
OF AND EXPIRY OPTION EXPIRY
NAME OPTIONS DATES DATES
--------------------------------- -------- -------------- -------------
<S> <C> <C> <C>
Current Directors who are not . . 25,000 $ 1.00 July 22, 2003
Executive Officers as a Group [2] 25,000
-------- $ 1.00 May 28, 2004
TOTAL:. . . . . . . . . . . . . . 50,000
--------------------------------- -------- -------------- -------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION AS DIRECTORS
--------------------------------------
<S> <C> <C> <C>
NUMBER OPTION PRICES
OF AND EXPIRY OPTION EXPIRY
NAME . . . . . . . . . . . . . . . . . OPTIONS DATES DATES
-------- ------------------ -----------------
John G. Robertson, President and . . . 150,000 $ 1.00 December 19, 2001
member of the Board of Directors [3] . 200,000 $ 1.00 November 12, 2003
--------
TOTAL: . . . . . . . . . . . . . . . . 350,000
-------------------------------------- -------- ------------------ -----------------
James L. Vandeberg, Chief Operating
Officer and member of the Board of . . 50,000 $ 1.00 November 12, 2003
Directors. . . . . . . . . . . . . . . 25,000 $ 1.00 May 28, 2004
--------
TOTAL: . . . . . . . . . . . . . . . . 75,000
-------------------------------------- -------- ------------------ -----------------
Jennifer Lorette, Secretary/Treasurer, 50,000 $ 1.00 December 19, 2001
Chief Financial Officer and Nominee. . 25,000 $ 1.00 May 28, 2004
Director --------
TOTAL: . . . . . . . . . . . . . . . . 75,000
-------------------------------------- -------- ------------------ -----------------
</TABLE>
5% option holders [4]
All Employees, including all current
officers who are not executive officers,
as a group: 320,000 $ 1.00 [5]
Except as noted below, all shares are held beneficially and of record and each
record shareholder has sole voting and investment power.
[1] Includes John Robertson, James Vandeberg, Jennifer Lorette, Steve
Gulyas, Larry Hawks and Patrick Badgley
[2] Options held by Donna Moroney.
[3] Mr. Robertson is the only Named Executive Officer of the Company.
[4] 5% of the 2,500,000 stock options available under the Plan is 125,000
options. John Robertson holds options to purchase 150,000 common shares
at $1.00 per share granted on December 19, 1996, and 200,000 common
shares at $1.00 per share granted on November 12, 1998.
[5] Expiry dates range from March 4, 2001 to December 15, 2004.
There are Canadian and U.S. persons who have been granted options under the
Plan. Each optionee has been advised to seek his or her own tax advice.
LONG TERM INCENTIVE PLAN AWARDS
The Company does not have any Long Term Incentive Plans.
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
The Company does not have any employment contracts, termination of employment
and change of control arrangements.
REPRICING OF OPTIONS
By Directors' unanimous consent effective May 28, 1999, 740,500 options were
repriced downward during fiscal year ended April 30, 2000. Prices ranged from
$1.25 to $1.50 per share and were all repriced to $1.00 per share.
CANCELLATION OF OPTIONS
By Directors' unanimous consent dated May 28, 1999, 235,000 stock options were
cancelled and of no further force or effect due to the termination of the
optionees' employment with the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 30th, 2000, the outstanding
Class A Common Stock of the Company owned of record or beneficially by each
person who owned of record, or was known by the Company to own beneficially,
more than 5% of the Company's Common Stock. 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. As of September 30, 2000, there were 11,433,597 common shares issued
and outstanding.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNER CLASS
------------------------------------- ------------------- -----------
<S> <C> <C>
Access Information Services, Inc. [1] 3,559,000 31.13%
------------------- -----------
Rainbow Network [2] . . . . . . . . . 795,000 6.95%
------------------- -----------
James E. Smith [3]. . . . . . . . . . 2,767,680 24.21%
------------------------------------- ------------------- -----------
<FN>
[1] Access Information Services is a corporation owned by the Robertson
Family Trust. Mr. John Robertson is one of three trustees of the Robertson
Family Trust, which acts by the majority vote of the three trustees. The
beneficiary is Kelly Robertson, John Robertson's daughter, who does not reside
at the same address as John Robertson. Mr. Robertson disclaims beneficial
ownership of the shares owned or controlled by the Robertson Family Trust. The
address of both Access Information Services and the Robertson Family Trust is
185 - 10751 Shellbridge Way, Richmond, British Columbia V6X 2W8, Canada. Access
owns 3,289,375 common shares, 152,625 warrants to purchase common shares at
$1.50 per share, which expired October 8, 2000; and 117,000 warrants to purchase
common shares at $1.00 which expire March 1, 2001.
[2] Rainbow Network is a Turks & Caicos corporation. Its address is PO Box
120, Grand Turk, Turks & Caicos Islands, BWI.
[3] Mr. Smith's address is RR 4, Box E36, Bruceton Mills, WV, 26525, USA
</TABLE>
<PAGE>
The following table sets forth, as of September 30th, 2000, the name and
shareholdings beneficially owned by each director, naming each, and directors
and executive officers 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. As of September 30,
2000, there were 11,433,597 common shares issued and outstanding.
<TABLE>
<CAPTION>
PERCENTAGE OF
CLASS A CLASS A
NAME SHARES OWNED SHARES OWNED
---------------------------------------------------- ------------- -------------
<S> <C> <C>
John G. Robertson[1][2] President and member of the
Board of Directors . . . . . . . . . . . . . . . . . 397,200 3.47%
------------- -------------
James L. Vandeberg [3], Chief Operating Officer and
member of the Board of Directors . . . . . . . . . . 100,000 0.87%
------------- -------------
Jennifer Lorette [1][4], Secretary/Treasurer, Chief
Financial Officer and Nominee Director . . . . . . . 121,000 1.06%
------------- -------------
ALL OFFICERS & DIRECTORS AS A GROUP [5]. . . . . . . 768,200 6.72%
(FIVE INDIVIDUALS)
</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 47,200 common shares and 350,000 options that are currently
exercisable. Mr. Robertson's address is the same as the Company's.
[3] Includes 75,000 options that are currently exercisable. Mr. Vandeberg's
address is Ogden Murphy Wallace, One Union Square, Suite 2424, Seattle,
Washington.
[4] Includes 75,000 options that are currently exercisable. Ms. Lorette's
address is the same as the Company's.
[5] Includes common shares and stock options for Steve Gulyas, Larry Hawks,
Jennifer Lorette, James Vandeberg, Peter Badgley and John Robertson,
exercisable within 60 days.
CERTAIN RELATED TRANSACTIONS AND LEGAL PROCEEDINGS WITH DIRECTORS
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 Susanne 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
<PAGE>
contrawound toroidal helical antenna ("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.
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.
CHANGES IN CONTROL
<PAGE>
There are no arrangements known to the Company the operation of which may result
in a change of control of the Company.
<PAGE>
PROPOSAL NO. 2 - APPROVAL OF AUDITOR
RELATIONSHIP WITH INDEPENDENT AUDITOR
The Company has retained the firm of Elliott Tulk Pryce Anderson as independent
auditor of the Company for the fiscal year ending April 30, 2000. Elliot Tulk
Pryce has been retained as auditor for the Company since 1994. The Company does
not expect a representative of Elliott Tulk Pryce Anderson to be present at the
Annual Meeting.
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,
2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
PROPOSAL NO. 3 - AMENDMENT TO STOCK OPTION PLAN
The Company's 1996 Stock Option Plan was approved by the Company's shareholders
in August, 1996. A total of 1,000,000 shares were approved by the shareholders
for issuance under the option agreements, subject to the Plan. The Plan permits
the grant of stock options to employees, officers, directors and consultants.
The purpose of the Plan is to attract the best available personnel to the
Company and to give employees a greater personal stake in the success of the
Company.
On May 28, 1999, the Board of Directors, by unanimous consent, increased the
maximum number of shares which may be optioned and sold pursuant to the Plan
from 1,000,000 to 2,500,000. Amendment of the Plan requires shareholder
approval before the exercise of any additional options.
The Board of Directors recommends that the maximum number of common shares which
may be optioned and sold pursuant to the Plan, as registered October 2, 1996 and
amended May 28, 1999, be increased to 2,500,000.
Votes will be counted respecting proxies received or shareholders present at the
meeting only. Abstentions and brokers' non-votes will not be counted.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 3.
OTHER MATTERS
TRANSFER AGENT
The Nevada Agency and Trust Company, located at 50 West Liberty Street, Suite
880, Reno, Nevada, USA, phone (775) 322-0626, fax (775) 322-5623 is the transfer
agent for the Company's common shares.
STOCKHOLDER PROPOSALS
Stockholder proposals to be included in the Company's Proxy Statement and Proxy
for its 2001 Annual Meeting must meet the requirements of Rule 14a-8 promulgated
by the Securities and Exchange Commission and must be received by the Company no
later than August 15, 2001
<PAGE>
ADDITIONAL INFORMATION
Each shareholder has received the Company's Annual Report containing the
Company's 2000 audited financial statements, including the report of its
independent chartered accountants. Upon receipt of a written request, the
Company will furnish to any shareholder, without charge, a copy of the Company's
2000 Form 10-KSB as filed with the SEC under the Securities Exchange Act of 1934
(including the financial statements and the schedules thereto and a list briefly
describing the exhibits thereto). Shareholders should direct any request to the
Company, #185 - 10751 Shellbridge Way, Richmond, British Columbia, Canada, V6X
2W8, Attention: Jennifer Lorette, Secretary.
ACTION ON OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
share-holders 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
share-holders will have the opportunity to ask questions.
IAS COMMUNICATIONS, INC.
By Order of the Board of Directors
/s/ John G. Robertson
-------------------
John G. Robertson
President
Richmond, British Columbia
October 26, 2000
