1. | To elect five directors for a one year term; |
2. | To transact such other business as may properly come before the meeting and any adjournment(s) thereof. |
The Board of Directors has fixed the close of business on August 31, 2000 as the record date (the “RecordDate”) for the determination of stockholders entitled to notice of and to vote at such meeting and any adjournment(s) thereof. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at such meeting. The transfer books will not be closed. You are cordially invited to attend the meeting. HOWEVER, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, MANAGEMENT DESIRES TO HAVE THE MAXIMUM REPRESENTATION AT THE MEETING AND RESPECTFULLY REQUESTS THAT YOU DATE, EXECUTE AND MAIL PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED STAMPED ENVELOPE FOR WHICH NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. A proxy may be revoked by a stockholder at any time prior to its use as specified in the enclosed proxy statement. |
BY ORDER OF THE BOARD OF DIRECTORS —————————————— Sharon S. Simmons, Secretary |
Dallas, Texas YOUR VOTE IS IMPORTANT |
Name | Age | Title | Director Since | ||||
---|---|---|---|---|---|---|---|
Neal E. Young | 56 | Chairman of the Board of Directors(1) | 1984 | ||||
David L. White | 47 | Chief Executive Officer and Director(2) | 1985 | ||||
Dennis W. Stone | 42 | President and Director(3) | 1996 | ||||
Wilson J. Prokosch | 53 | Director(4) | 1991 | ||||
H.P. McCoy | 52 | Director(5) | 1999 | ||||
Gerald Gantt | 54 | Vice President, Operations(6) | -- - -- |
(1) | From June 1989 to October 1991, Mr. Young served as Chairman of the Board and Chief Executive Officer of Entronics Corporation, a predecessor of the Company. From November 1991 to date, Mr. Young has served in his present capacity with the Company. |
(2) | From June 1989 to October 1991, Mr. White served as President and Chief Operating Officer of Entronics Corporation. From November 1991 to August 23, 1999, Mr. White served as Chief Executive Officer of the Company. On August 23, 1999, Mr. White resigned his position as Executive Officer, but has continued to serve as a Director. |
(3) | From February 1991 to June 1994, Mr. Stone served as General Manager of Texas for the Company. From June 1994 to December 1994, Mr. Stone served as Vice President and General Manager - INOTEK West and from December 1994 to August 1996, Mr. Stone served as Executive Vice President, Sales. From August 1996, until August 23, 1999, Mr. Stone served as President. On August 23, 1999, Mr. Stone became Chief Executive Officer and has served in that capacity to date. |
(4) | From 1990 to October 1991, Mr. Prokosch served as OEM Director for North American Operations with MadgeNewtworks, Inc. From October 1991 to January 1996, Mr. Prokosch served as Director of OEM-Sales North America for Olicom USA, Inc. From July 1996 to January 1997, Mr. Prokosch served as Business Development Manager of Hitachi Computer Products (America, Inc.). From January 1997, Mr. Prokosch served as Director of Central Regional Sales for Netscout Systems, Inc. On September 1, 2000, Mr. Prokosch became Vice President, Sales of NETQOS. |
(5) | From January 1987 to June 1994, Mr. McCoy served as Executive Vice President and Director of First Equipment Company. From June 1994 to the present, Mr. McCoy has served as President and owner of Carolina Classic Mfg. Co. From January 1999 to present, Mr. McCoy has also served as President and Director of Cemtranco, Inc. and Managing Partner of Texas United Cement Group. |
(6) | For more than five years prior to October 1991, Mr. Gantt served as Operations Manager of the Company. From October 1991 to date, Mr. Gantt has served in his present capacity with the Company. |
Name Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | Percent of Class | |||
---|---|---|---|---|---|
Neal E. Young* | 1,485,915 | (2)(4)(5) | 32.3 | % | |
David L. White* | 1,791,025 | (3)(4) | 39.8 | % | |
Dennis W. Stone* | 142,900 | (6) | 3.1 | % | |
Wilson J. Prokosch* | 8,000 | (7)(9) | *** | ||
H.P. McCoy* | -0- | *** | |||
All directors and executive | |||||
Officers as a group | |||||
(6 persons) | 3,427,840 | (4)(5)(6)(7)(8) | 75.3 | % | |
* | Director/director nominee |
*** | Less than one percent |
(1) | Each person has sole voting and sole investment power with respect to all shares set forth in the table unless otherwise indicated |
(2) | The address of Mr. Young is 11212 Indian Trail, Dallas, Texas 75229. |
(3) | The address of Mr. White is 4205 Lakeside Drive, Dallas, Texas 75219. |
(4) | Excludes 4,000 shares held in trust for the benefit of Mr. Young’s minor children and 204,000 shares held in trust for the benefit of Mr. White’s minor children, in which both Mr. Young and Mr. White disclaim any beneficial ownership. |
(5) | Includes stock purchase warrants for 250,000 shares of Common Stock exercisable at $.28 per share, which expire on February 11, 2001, for Mr. Young. See “Compensation Committee Interlocks and Insider Participation.” |
(6) | Includes 141,500 shares granted to Mr. Stone in either the Prior Option Plan or the current option plan, each exercisable at a per share price of $.28. Such options are outstanding and currently exercisable in accordance with their respective terms. |
(7) | Includes 5,000 shares, each issuable upon the exercise of options at a per share price of $.28 granted pursuant to the Prior Option Plan. Such options are outstanding and currently exercisable in accordance with their respective terms. |
(8) | Includes 7,950 shares granted to Mr. Gantt, an executive officer of the Company, not separately named in the above table pursuant to either the Prior Option Plan or the current option plan. Such options are outstanding and currently exercisable in accordance with their respective terms. Also includes 610 shares of Common Stock owned by Mr. Gantt. |
(9) | The address of Mr. Prokosch is 7700 Chevy Chase Drive, Suite 200, Austin, TX 78252. |
Annual Compensation | Long Term Compensation | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary($) | Bonus($) | Awards Options/ SARs # | All Other Compensation ($) (1) | ||||||
Neal E. Young | 2000 | 160,000 | 0 | 0 | 2,400 | ||||||
Chairman of the | 1999 | 240,000 | 0 | 0 | 5,000 | ||||||
Board | 1998 | 240,000 | 92,500 | 0 | 5,066 | ||||||
David L. White | 2000 | 113,400 | 0 | 0 | 3,400 | ||||||
Chief Executive | 1999 | 240,000 | 0 | 0 | 5,000 | ||||||
Officer | 1998 | 240,000 | 92,500 | 0 | 5,066 | ||||||
Dennis W. Stone | 2000 | 140,000 | 0 | 0 | 4,550 | ||||||
President, Sales | 1999 | 140,000 | 0 | 0 | 4,200 | ||||||
1998 | 132,500 | 56,000 | 0 | 5,066 |
(1) | Amounts represent the Company’s matching contributions made for the respective accounts of the Names Executive Officers under the Company’s 401(k) Plan. Such contributions were determined on the same basis as for all other participants in such plan. |
Name | Number Unexercised Options/SARs at FY-End (#) | Value of Unexercised In-the-Money Options/SARs at FY-End ($) | |||
---|---|---|---|---|---|
Neal E. Young | 0/0 | 0/0 | |||
David L. White | 0/0 | 0/0 | |||
Dennis W. Stone | 27,000/0 | 16,200/0 |
Grants of options to executive officers under the New Options Plan are made by the Committee administering such plan based primarily upon recommendations received from the Company’s CEO. Such recommendations are based upon the CEO’s subjective evaluation of the potential of the proposed option grantees and of the overall performance of the potential option grantees in the areas of responsibility assigned to them by the Company, and not on any specific factors or formulas. Other compensation paid by the Company to its executive officers consists of matching contributions made by the Company on behalf of its executive officers to the Company’s 401(k) Plan and the provision of medical and dental insurance benefits. Such additional benefits are made available to the Company’s executive officers on substantially the same basis as available generally to all Company’s employees. |
BOARD OF DIRECTORS | ||
Neal E. Young David L. White H.P. McCoy | Dennis W. Stone Wilson J. Prokosch |
BY ORDER OF THE BOARD OF DIRECTORS SHARON S. SIMMONS CORPORATE SECRETARY |
SEPTEMBER 1, 2000 |