SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
APPLIED COMPUTER TECHNOLOGY, INC.
(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for
Registrant (Name of
Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] 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:
4) Proposed maximum aggregate value of transaction:
[ ] 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 No.:
3) Filing Party:
4) Date Filed:
APPLIED COMPUTER TECHNOLOGY, INC.
2573 Midpoint Drive
Fort Collins, Colorado 80525 (970) 490-
1849
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD JULY 11, 1996
AND PROXY STATEMENT
To the Shareholders:
Notice is hereby given that the annual meeting of
the shareholders of Applied Computer Technology, Inc. (the
"Company") will be held at the Hyatt Regency Tech Center,
7800 E. Tufts Avenue, Denver, Colorado 80237 on July 11,
1996, at 2:30 P.M., for the following purposes:
(1) to elect the directors who shall constitute
the Company's Board of Directors for the ensuing year;
(2) to transact such other business as may
properly come before the meeting.
The Board of Directors has fixed the close of business on June
7, 1996 as the record date for the determination of
shareholders entitled to notice of and to vote at such
meeting. Shareholders are entitled to one vote for each share
held. As of June 7, 1996 there were 3,040,000 shares of the
Company's Common Stock issued and outstanding.
APPLIED COMPUTER TECHNOLOGY, INC.
June 7, 1996 By Wiley E. Prentice, Jr.
Chief Executive Officer
_______________________________________________________________
__ ___________________
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED
PROXY CARD, AND SIGN, DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION PLEASE MAIL YOUR
PROXY CARD PROMPTLY.
_______________________________________________________________
__ ___________________
APPLIED COMPUTER TECHNOLOGY, INC.
2573 Midpoint Drive
Fort Collins, Colorado
80525
(970) 490-1849
PROXY STATEMENT
The accompanying proxy is solicited by the Board
of Directors of the Company for voting at the annual
meeting of shareholders to be held on July 11, 1996, and at
any and all adjournments of such meeting. If the proxy
is executed and returned, it will be voted at the meeting in
accordance with any instructions, and if no specification is
made the proxy will be voted for the proposals set forth in
the accompanying notice of the annual meeting of
shareholders. Shareholders who execute proxies may revoke
them at any time before they are voted, either by writing to
the Company at the address set forth above or in person at
the time of the meeting. Additionally, any later dated proxy
will revoke a previous proxy from the same shareholder. This
proxy statement was mailed to shareholders of record on or
about June 8, 1996.
There is one class of capital stock outstanding. Provided
a quorum consisting of a majority of the shares entitled to
vote is present at the meeting, the affirmative vote of a
majority of the shares of Common Stock voting in person or
represented by proxy is required to elect directors for
the upcoming year.
Cumulative voting in the election of directors is not
permitted. The adoption of any other proposals to come before
the meeting will require the approval of a majority of votes
cast at the meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information
regarding beneficial ownership of the Company's Common Stock as
of June 7, 1996, by (i) each person who is known by the
Company to own bene ficially more than 5% of the Company's
Common Stock, (ii) each of the Company's executive officers
and directors, and (iii) all executive officers and directors
as a group. Shares which may be acquired by any person in the
table as the result of the exercise of any option prior to
August 31,1996 are treated as outstanding. Each person has
sole voting and sole investment power with respect to the
shares shown except as noted.
Percentage Name and Address Shares
Beneficially Owned Ownership(1)
Wiley E. Prentice, Jr. 1,065,000(2) 35%
2573 Midpoint Drive
Fort Collins, CO 80525
Cynthia E. Koehler 355,000(2)
11.7%
2573 Midpoint Drive
Fort Collins, CO 80525
Percentage Name and Address Shares
Beneficially Owned Ownership(1)
Robert D. Oliphant 40,000(3) 1.3%
2573 Midpoint Drive
Fort Collins, CO 80525
Stephanie Sissler -
-
2573 Midpoint Drive
Fort Collins, CO 80525
J. Roger Moody 42,500(4)
1.5%
7319 East Black Rock Road
Scottsdale, AZ 85255
Michael D. DeWitt 12,500(4) *
931 Sailor's Reef
Fort Collins, CO 80525
All directors and officers as a group
(six persons) 1,515,000 49.8%
___________________
* Less than one percent of the shares of Common Stock.
(1) Assumes no exercise of any outstanding options or warrants.
(2) Includes shares of Common Stock currently held in an
escrow
account and subject to release on or before December 31,
2002. For further information regarding the terms of such
escrow, see the information below.
(3) Includes 20,000 shares of Common Stock owned of record by
Mr. Oliphant's wife, of which Mr. Oliphant may be deemed to
be the beneficial owner.
(4) Includes 2,500 currently exercisable options.
(5) Includes 5,000 currently exercisable options.
In SeptemberAugust 1995, Mr. Prentice and Ms.
Koehler entered into an agreement (the "Escrow Agreement")
with U.S. Escrow Services, Inc., Denver, Colorado,
pursuant to which 330,000 shares of Common Stock owned by
Mr. Prentice and 110,000 shares of Common Stock owned by Ms.
Koehler were deposited in an escrow account (the "Escrow
Account"). The Common Stock deposited in the Escrow
Account is subject to release as follows: (i) in the event the
Company achieves earnings per share equal to or exceeding $.23
in the fiscal year ending December 31, 1995, Mr. Prentice
and Ms. Koehler will have released to them 150,000 shares and
50,000 shares, respectively; (ii) in the event the Company
achieves earnings per share of $.30 in the fiscal year ending
December 31, 1996, Mr. Prentice and Ms. Koehler will have
released to them 255,000 shares and 85,000 shares,
respectively; and (iii) in the event the Company achieves
the earnings per share benchmarks in both 1995 and 1996, all
of the shares in the Escrow Account will be released to Mr.
Prentice and Ms. Koehler. In the event any of the foregoing
benchmarks are not reached by the Company for the specified
period, the escrowed shares of Common Stock not subject to
release will be returned by the escrow agent to Mr.
Prentice and Ms. Koehler on December 31, 2002. The
determination of earnings per share will be made in
accordance with generally accepted accounting principles
(without regard to outstanding options or warrants) and will be
based upon the audited financial statements of the Company
prepared by its certified public accountants.
ELECTION OF DIRECTORS
Unless the proxy contains contrary instructions, it
is intended that the proxies will be voted for the election of
the directors named below to serve until the next annual
meeting of shareholders and until their successors shall be
elected and shall qualify.
All nominees have consented to serve if elected.
In case any nominee shall be unable or shall fail to act
as a director by virtue of an unexpected occurrence, the
proxies may be voted for such other person or persons as
shall be determined by the persons acting under the proxies in
their discretion.
The following sets forth certain information concerning
the directors and executive officers of the Company:
Name
Age Position
Wiley E. Prentice, Jr. 32 President, Chief
Executive
Officer and Director
Cynthia E. Koehler 31 Executive Vice President,
Secretary and Director
Robert D. Oliphant 46 Chief Financial Officer,
Treasurer and Director
Stephanie Sissler 36 Vice President of Sales
J. Roger Moody 62 Director
Michael D. DeWitt 51 Director
Officers are appointed by and serve at the discretion of
the Board of Directors. Each director holds office until the
next annual meeting of shareholders or until a successor has
been duly elected and qualified. All of the Company's officers
devote fulltime to the Company's business and affairs with the
exception of Ms. Koehler.
Wiley E. Prentice, Jr. is the founder of the Company and
has been the President, Chief Executive Officer and a director
since the Company's inception. Mr. Prentice also served as
Treasurer from inception to February 1995. Mr. Prentice's
principal responsibilities now include strategic
planning, vendor relationships, and sales and marketing
activities. In 1986, Mr. Prentice formed Applied Computer
Technology, a Colorado sole proprietorship which until
1989 conducted the business now engaged in by the
Company. In 1989, Mr. Prentice co-founded Applied Computer
Technology, a Colorado general partnership, which continued
the business of the sole proprietorship until 1991, at which
time the assets of the partnership were acquired by the
Company. Mr. Prentice also co-founded, and is an officer and
director, of Managed Care Technologies, Inc., a Colorado
corporation, and serves as a partner in Medical
Information Systems, a Colorado general partnership.
Managed Care
Technologies, Inc. and Medical Information Systems are engaged
in the development and marketing of software designed to
assist managed health care organizations in the analysis and
control of health care costs. Mr. Prentice, on average,
devotes less than one hour per week to Managed Care
Technologies, Inc. and Medical Information Systems.
Cynthia E. Koehler has been Executive Vice
President, Secretary and a director of the Company since its
inception. Ms. Koehler's principal responsibilities include
human resources, corporate policy and practices and logistics.
Ms. Koehler also co-founded Applied Computer Technology, the
general partnership which from 1989 through 1991 conducted the
business now engaged in by the Company. Ms. Koehler co-founded
and is also an officer and director of Managed Care
Technologies, Inc., and a general partner in Medical
Information Systems. Ms. Koehler devotes approximately 15
hours per week to the business of Managed Care Technologies,
Inc. and Medical Information Systems, and approximately
25 hours per week to the business and affairs of the Company.
Ms. Koehler received her Bachelor of Science degree in computer
science from Colorado State University in 1987.
Robert D. Oliphant served as the Company's Chief
Financial Officer on a part-time basis from November 1994 to
February 1995, at which time he assumed full-time duties in
this capacity and was also appointed Treasurer and a director.
From 1983 through November 1994, Mr. Oliphant served as chief
financial officer and a director of Apogee Robotics, Inc.,
Fort Collins, Colorado, a public company engaged in the
manufacture of factory automation systems. In December 1994,
Apogee Robotics, Inc. filed a
petition under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court, District of Colorado.
Mr. Oliphant received a Bachelor of Business Administration
degree in accounting from Southern Methodist University in
1971.
Stephanie Sissler has served as the Company's Vice
President of Sales since March 1996. From 1991 through 1996,
Ms. Sissler held various positions at Intelligent Electronics,
including Vice President, Sales and Customer Service; Vice
President, Marketing; and Director, Strategic Marketing. Prior
to her association with Intelligent Electronics, Ms. Sissler
held positions with Entre', Novell and Xerox. Ms. Sissler
received her B.B.A. degree in
Management Information Systems from James Madison University
in
1981 and her M.S. degree in marketing from the University
of
Colorado-Denver, 1994.
J. Roger Moody has been a director of the Company since
July 1995. Mr. Moody has been an independent business
consultant since 1994 providing advice in the areas of
marketing and operations to development stage companies.
From 1991 to 1994, Mr. Moody served as president, chief
executive officer and a director of Data Switch Corp., a
publicly traded manufacturer of
computer products. From 1986 to 1991, Mr. Moody served
as
president, chief executive officer and a director of
Coordination Technology, Inc., Trumbull, Connecticut, a
software development and marketing company. From 1985 to
1986, he was president, chief executive officer and a
director of InfoCenter Software, Inc., New Paltz, New York,
a software development and marketing company. From 1983 to
1984, he was president, chief executive officer and a director
of U.S. Satellite Systems, Inc., New York, New York, a
satellite design and production company. From 1981 to 1983,
he was a vice president of CBS and between 1974 to 1981, a
vice president of AT&T. From 1959 to 1972, he held various
sales and management positions with IBM. Mr. Moody received
his Bachelor of Science degree in electrical engineering
from
Columbia University in 1958 and his Master of
Business Administration degree from the University of Michigan
in 1959.
Michael D. DeWitt has been a director of the Company
since July 1995. Mr. DeWitt has served as a director of
Avert, Inc., Fort Collins, Colorado, a publicly traded
information services company, since May 1988, and as that
corporation's secretary since April 1994. He also served
as Avert's executive vice president from June 1990 until
December 1993 and was Avert's director of marketing from
September 1988 until December 1993, when he resigned from
these positions and became a part-time marketing consultant.
Mr. DeWitt was re-employed by Avert, Inc. on a full-time
basis as executive vice president-director of
marketing in June 1994. Mr. DeWitt received his Bachelor of
Arts degree in biology from Grinnell College, Grinnell, Iowa
in 1965 and his Master of Business Administration degree
from Keller School, Chicago, Illinois in 1980.
The Company's Board of Directors met five times during
the year ending December 31, 1995. All Directors attended
all of
these meetings. The Company has an Audit and a
Compensation Committee whose members are J. Roger Moody and
Michael D. DeWitt. The purpose of the Audit Committee is to
review and approve the selection of the Company's
auditors, review the Company's financial statements with the
Company's independent auditors, and review and discuss the
independent auditor's management letter relating to the
Company's internal accounting controls. The
purpose of the Compensation Committee is to review and
make recommendations to the Board of Directors
concerning the
compensation paid to the Company's officers and key
employees. During the fiscal year ending December 31, 1995,
the Audit and
Compensation Committees met twice. All members of the
Committees attended these meetings.
Executive Compensation
The following table sets forth the compensation paid by
the to Wiley E. Prentice, Jr., the President and Chief
Executive Officer of the Company, for the past three years. No
officer of the Company received annual salary and bonus
exceeding $100,000 during such three-year period.
Annual Compensation
__________________________________________
Other Annual
Year Salary
Bonus
Compensation
Wiley E. Prentice, Jr. 1995 $36,763 $-
- -
$--
President and Chief Executive 1994 $36,994 $-
- -
$--
Officer 1993 $32,849 $-
- -
$--
______________
Amounts in the table excludes personal use of a
Company furnished automobile valued at less than $1,000 and car
allowance of $1,800.
No employee of the Company receives any
additional compensation for services as a director.
Non-management
directors receive a retainer of $500 per month plus $1,000
per meeting attended. Additionally, each of the non-
management directors received a grant of 10,000 options
exercisable at $2.00 per share which vest 25% on grant and 25%
following each year of service. The Company has also
agreed to grant each of the non-
management directors options to acquire 10,000 shares of
the Company's common stock on the first anniversary of
service and 10,000 shares of common stock on the second
anniversary of service. These options will be granted at
market value and will vest at the rate of 25% per year.
The Board of Directors has also authorized payment of
reasonable travel or other out-ofpocket expenses incurred by
non-management directors in attending meetings of the Board of
Directors.
The Company has a defined contribution retirement plan
under Section 401(k) of the Internal Revenue Code. The plan
covers substantially all of the Company's employees and
allows the Company to make discretionary contributions. No
contributions have been made by the Company to this plan.
Employment Contracts
The Company has employment agreements with its
officers, including Messrs. Prentice and Oliphant and Ms.
Koehler. Each agreement requires that the executive devote
their full business time to the Company, except Ms. Koehler
(who is obligated to devote 60% of her time to the Company)
and may be terminated by the Company for "cause" (as
defined in the agreements). The
Company has also entered into agreements with Messrs.
Prentice and Oliphant and Ms. Koehler which prohibit them
from directly competing with the Company for one year within
a 50 mile radius of Fort Collins, Colorado following
termination of the agreement. Pursuant to their employment
agreements, Mr. Prentice and Ms. Koehler receive annual
salaries of $80,000 and $60,000,
respectively, and are entitled to minimum increases of
5% annually. Mr. Oliphant's employment agreement provides
for an annual salary of $72,000 with a scheduled minimum
increase of 5% annually. Each of the officers may also
receive such bonuses or compensation as may be awarded by the
Board of Directors.
The
employment agreements with Messrs. Prentice and Oliphant
extend through March 2000 and the employment agreement with
Ms. Koehler extends through March 1998, subject to the right
on the part of either the Company or the executive to
terminate the employment agreement at any time upon 30 days
written notice.
Stock Option Plan
The Company's 1995 Incentive Stock Option Plan (the
"Option Plan") was adopted by the Board of Directors and
approved by the shareholders of the Company effective March
1995. A total of 600,000 shares of Common Stock are
reserved for issuance under the Option Plan. The Option
Plan provides for the grant of incentive stock options
("Incentive Stock Options") within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the
"Code").
The Option Plan is administered by the Board of
Directors (or may be administrated by a committee of
the Board of Directors), which determines the terms and
conditions of the options granted under the Option Plan,
including the exercise price,
number of shares subject to the option and
the
exercisability thereof.
The exercise price of all Incentive Stock Options
granted under the Option Plan must be at least equal to the
fair market value of the Common Stock of the Company on the
date of grant. In the case of an optionee who owns stock
possessing more than ten percent of the total combined voting
power of all classes of stock of the Company, the exercise
price of Incentive Stock Options may not be less than 110%
of the fair market value of the Common Stock on the date of
grant.
The Option Plan provides the Board of Directors
the discretion to determine when options will become
exercisable and the vesting period of such options.
At December 31, 1995, a total of 192,500 Incentive
Stock Options were outstanding with exercise prices ranging
from $2.00 to $3.50 per share. Pursuant to this plan, Mr.
Oliphant was granted options to purchase 100,000 shares of
common stock at $2.00 per share. Mr.Oliphant's 100,000
options vest at the rate of 20% per year beginning in 1996.
Any unvested options expire upon the termination of the option
holder's employment with the Company.terminate by their terms
Transactions with Management
In January 1990, Mr. Prentice and Ms. Koehler, both of
whom are officers, directors and principal shareholders of
the
Company, formed Applied Computer Technology, a Colorado
general partnership (the "Partnership"), which was formed to
engage in the business now conducted by the Company and
formerly conducted by Mr. Prentice's sole proprietorship.
Although the Company was incorporated in January 1989, the
Company conducted no operations until December 31, 1990, at
which time the Company acquired the assets, and assumed
certain liabilities, of the Partnership. The Company issued
1,065,000 and 355,000 shares of Common Stock, respectively,
to Mr. Prentice and Ms. Koehler as consideration for the
acquisition of the assets of the Partnership.
Mr. Prentice and Ms. Koehler are the officers, directors
and sole shareholders of Managed Care Technologies, Inc., a
Colorado corporation, and are the sole partners of Medical
Information Systems, a Colorado general partnership
(collectively "MCTI"). MCTI is engaged in the development
and marketing of software which is designed to assist managed
health care organizations in
the analysis and control of health care costs.
Management estimates that Ms. Koehler currently devotes
approximately 15
hours per week to the business of MCTI, which employs
two
computer programmers in addition to Ms. Koehler. Mr.
Prentice does not devote any material time to the affairs of
MCTI.
From time to time, the Company has made advances to MCTI
for use by MCTI as working capital. At December 31,
1994 and December 31March 31, 1995, the amount of advances
outstanding to
MCTI totaled $230,355 and $256,760179,000,
respectively,
including accrued interest. In June 1995, the Company and
MCTI entered into a loan agreement (the "Loan Agreement")
which, commencing January 31, 1996, obligates MCTI to make
payments of
principal and interest which increase from $5,000 per month
in
the initial year of repayment, to $7,500 per month in the
second year and $10,000 per month thereafter until all amounts
owed to
the Company are discharged. The Loan Agreement provides that
all amounts borrowed from the Company bear interest at the
rate of
10% per annum. As additional consideration for the
advances received from the Company, the Loan Agreement provides
that MCTI will pay to the Company 5% of its 1996 gross
revenues, 7.5% of
its 1997 gross revenues, and 10% of its gross revenues
received after 19971996 until such payments equal $243,000,
which was the highest principal amount owed by MCTI during
the term of the loan. MCTI
will not receive any additional advances from the
Company. As of the date of this Proxy Statement, MCTI had
not made any payments pursuant to the Loan Agreement.
The advances made by the Company to MCTI are
not
collateralized by any assets of MCTI, but are
personally guaranteed, jointly and severally, by Mr.
Prentice and Ms. Koehler. MCTI is in the development stage,
has minimal net worth and has incurred cumulative losses to
date of approximately $400,000. There can be no assurance
MCTI will be successful in
generating sufficient revenues so as to have the
financial resources from which to repay obligations to the
Company as such obligations become due. Should MCTI
default under the Loan Agreement with the Company, the
Company's sole recourse will be
to enforce the personal guarantees of Mr. Prentice and
Ms. Koehler.."
Although the amount owed by MCTI to the Company is a
legal obligation of MCTI, for financial statement purposes the
amounts advanced by the Company to MCTI have been shown as
dividends, and not as a receivable from MCTI. In 1995 the
Company deducted the receivable from MCTI for federal income
tax purposes.
MCTI utilizes approximately 200 square feet in the
Company's facilities in Fort Collins, Colorado to conduct its
operations. The Company provides administrative services,
office supplies and furnishes space used by MCTI for a rental
of $1,000 per month.
Mr. Prentice and Ms. Koehler have personally guaranteed
the Company's repayment of amounts advanced under the business
loan agreement with Colorado National Bank. Managed
Care
Technologies, Inc. also guaranteed the Company's
obligations under such
loan agreement. Neither Mr. Prentice nor Ms. Koehler
received any compensation from the Company for providing
such personal guarantees. Mr. Prentice has also guaranteed
certain of the Company's real property leases, for which he
received no
compensation.
In connection with a private placement of the
Company's Common Stock in June 1995, Mr. Prentice's father,
three relatives of Ms. Koehler and Mr. Oliphant's wife
purchased 90,000 shares of Common Stock for an aggregate
purchase price of $112,500.
The
Company's non-management directors, Messrs. Moody and
DeWitt, also purchased 50,000 shares of Common Stock in July
1995, under the same terms offered to purchasers in the
placement.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has not selected an
independent certified public accountant to audit the books and
records of the Company for the 1996 fiscal year. Accordingly,
the directors of the Company are not requesting the
shareholders to approve or ratify the selection of the
Company's accountants for the 1996 fiscal year.
Brock and Company served as the the Company's
independent public accountants for the fiscal year ended
December 31, 1995. A representative of Brock and Company is
not expected to be present at the shareholders meeting.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the
year ending December 31, 1995 will be sent to any shareholder
of the Company upon request. Requests for a copy of this
report should be addressed to the Secretary of the Company
at the address provided on the first page of this proxy
statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included
in the Company's proxy solicitation material for the 1997
annual meeting of shareholders must be received by the
Secretary of the Company no later than February 9, 1997.
GENERAL
The cost of preparing, printing and mailing the
enclosed proxy, accompanying notice and proxy statement, and
all other costs in connection with solicitation of proxies
will be paid by the Company including any additional
solicitation made by letter, telephone or telegraph. Failure
of a quorum to be present at the meeting will necessitate
adjournment and will subject the Company to additional
expense. The Company's annual report, including financial
statements for the 1995 fiscal year, is included in this
mailing.
Management of the Company does not intend to present
and does not have reason to believe that others will
present any other items of business at the annual meeting.
However, if other matters are properly presented to the
meeting for a vote, the proxies will be voted upon such
matters in accordance with the judgment of the persons acting
under the proxies.
Please complete, sign and return the enclosed proxy promptly.
No postage is required if mailed in the United States.
APPLIED COMPUTER TECHNOLOGY, INC.
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of the
Company,
acknowledges receipt of the Notice of the Annual Meeting
of Stockholders, to be held July 11, 1996, 2:30 P.M. local
time, at the Hyatt Regency Tech Center, 7800 E.Tufts
Avenue, Denver, Colorado, and hereby appoints Wiley E.
Prentice, Jr. with the power of substitution, as Attorney
and Proxy to vote all the shares of the undersigned at said
annual meeting of stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said
Attorney and Proxy may do or cause to be done by virtue
hereof. The above-named Attorney and Proxy is instructed to
vote all of the undersigned's shares as follows:
(1) To elect the directors who shall constitute
the Company's Board of Directors for the ensuing year.
{ } FOR all nominees listed below
(except
as marked to the
contrary below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME
IN THE LIST
BELOW)
{ } WITHHOLD AUTHORITY to vote for
all nominees listed
below:
Nominees:
Wiley E. Prentice, Jr. Cynthia E.
Koehler
Robert D. Oliphant
J. Roger Moody Michael D. DeWitt
To transact such other business as may properly
come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS
INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF ITEM 1.
Dated this day of , 1996.
_____________________________________
(Signature)
_____________________________________
(Signature)
Please sign your name exactly as it appears on your
stock certificate. If shares are held jointly, each holder
should sign. Executors, trustees, and other
fiduciaries should so
indicate when signing.
Please Sign, Date and Return this Proxy so that your shares may be voted
at the meeting.
