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
ADVANCED COMMUNICATIONS TECHNOLOGIES, 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 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: ________________________________________
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
420 LEXINGTON AVENUE, SUITE 2739
NEW YORK, NEW YORK 10170
Dear Shareholder:
You are cordially invited to attend the Special Meeting of Shareholders of
Advanced Communications Technologies, Inc. The special meeting will be held on
Wednesday, July 9, 2003, at the offices of Kirkpatrick & Lockhart LLP, located
at 599 Lexington Avenue, 32nd Floor, New York, New York, at 10:00 a.m., local
time.
Your vote is important and I urge you to vote your shares by proxy,
whether or not you plan to attend the meeting. After you read this proxy
statement, please indicate on the proxy card the manner in which you want to
have your shares voted. Then date, sign and mail the proxy card in the
postage-paid envelope that is provided. If you sign and return your proxy card
without indicating your choices, it will be understood that you wish to have
your shares voted in accordance with the recommendations of the Company's Board
of Directors.
We hope to see you at the meeting.
Sincerely,
Wayne I. Danson
President
June 23, 2003
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
420 LEXINGTON AVENUE, SUITE 2739
NEW YORK, NEW YORK 10170
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 9, 2003
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Special Meeting") of Advanced Communications Technologies, Inc. (the "Company")
will be held on Wednesday, July 9, 2003, at the offices of Kirkpatrick &
Lockhart LLP, located at 599 Lexington Avenue, 32nd Floor, New York, New York
10022, at 10:00 a.m., local time, for the following purpose, as more fully
described in the attached Proxy Statement:
To approve an amendment to the Company's Articles of Incorporation to
increase the authorized common stock to 5,000,000,000 shares.
The Board of Directors has fixed the close of business on June 23, 2003,
as the record date for determining the shareholders entitled to notice of and to
vote at the Special Meeting or at any adjournment thereof. A complete list of
the shareholders entitled to vote at the Special Meeting will be open for
examination by any shareholder during ordinary business hours for a period of
ten days prior to the Special Meeting at the offices of Kirkpatrick & Lockhart
LLP, located at 599 Lexington Avenue, 32nd Floor, New York, New York 10022.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
IMPORTANT
You are cordially invited to attend the Special Meeting in person. In
order to ensure your representation at the meeting, however, please promptly
complete, date, sign and return the enclosed proxy in the accompanying envelope.
If you should decide to attend the Special Meeting and vote your shares in
person, you may revoke your proxy at that time.
By Order of the Board of Directors,
Wayne I. Danson
President
June 23, 2003
TABLE OF CONTENTS
Page No.
ABOUT THE MEETING............................................................2
What is the purpose of the special meeting?............................2
Who is entitled to vote?...............................................2
Who can attend the meeting?............................................2
What constitutes a quorum?.............................................2
How do I vote?.........................................................3
What if I do not specify how my shares are to be voted?................3
Can I change my vote after I return my proxy card?.....................3
What are the Board's recommendations?..................................3
What vote is required to approve each item?............................3
STOCK OWNERSHIP..............................................................4
Beneficial Owners......................................................4
Section 16(a) Beneficial Ownership Reporting Compliance................5
PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION......................6
Recommendation Of The Board Of Directors...............................7
Description Of Capital Stock......................................8
OTHER MATTERS...............................................................10
INDEPENDENT ACCOUNTANTS.....................................................10
ADDITIONAL INFORMATION......................................................10
i
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
420 Lexington Avenue, SUITE 2739
New York, New York 10170
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PROXY STATEMENT
JUNE 23, 2003
-------------------------
This proxy statement contains information related to the special meeting
of shareholders of Advanced Communications Technologies, Inc. to be held on
Wednesday, July 9, 2003, at the offices of Kirkpatrick & Lockhart LLP, located
at 599 Lexington Avenue, 32nd Floor, New York, New York 10022, at 10:00 a.m.,
local time, and at any postponements or adjournments thereof. The Company is
making this proxy solicitation.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE SPECIAL MEETING?
At the Company's special meeting, shareholders will act upon the matter
outlined in the notice of meeting on the cover page of this proxy statement,
which relates to the approval of an amendment to the Company's Articles of
Incorporation to increase the authorized common stock to 5,000,000,000 shares.
WHO IS ENTITLED TO VOTE?
Only shareholders of record on the close of business on the record date,
June 23, 2003, are entitled to receive notice of the special meeting and to vote
the shares of common stock that they held on that date at the meeting, or any
postponements or adjournments of the meeting. Each outstanding share of capital
stock will be entitled to the number of votes set forth in the following table
on each matter to be voted upon at the meeting. The holders of common stock vote
together as a single class. See "Description of Securities."
DESCRIPTION OF CAPITAL STOCK NUMBER OF VOTES TOTAL VOTES
- ---------------------------- --------------- -----------
Common Stock One Vote Per Share 198,852,622
WHO CAN ATTEND THE SPECIAL MEETING?
All shareholders as of the record date, or their duly appointed proxies,
may attend the special meeting, and each may be accompanied by one guest.
Seating, however, is limited. Admission to the meeting will be on a first-come,
first-serve basis. Registration will begin at 9:30 a.m., and seating will begin
at 9:45 a.m. Each shareholder may be asked to present valid picture
identification, such as a driver's license or passport. Cameras, recording
devices and other electronic devices will not be permitted at the meeting.
Please note that if you hold your shares in "street name" (that is,
through a broker or other nominee), you will need to bring a copy of a brokerage
statement reflecting your stock ownership as of the record date and check in at
the registration desk at the meeting.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, the shareholders held a total of 198,852,622 votes. As such,
holders of at least 99,426,312 shares (i.e., a majority) must be present at the
meeting, in person or by proxy, to obtain a quorum. Proxies received but marked
as abstentions and broker non-votes will be included in the calculation of the
number of shares considered to be present at the meeting.
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HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and return
it to the Company, then it will be voted as you direct. If you are a registered
shareholder and attend the meeting, then you may deliver your completed proxy
card in person or vote by ballot at the meeting. "Street name" shareholders who
wish to vote at the meeting will need to obtain a proxy form from the
institution that holds their shares.
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
If you submit a proxy but do not indicate any voting instructions, then
your shares will be voted in accordance with the Board's recommendations.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy card, you may change your
vote at any time before the proxy is exercised by filing with the Secretary of
the Company either a notice of revocation or a duly executed proxy bearing a
later date. The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the persons named
as proxy holders on the proxy card will vote in accordance with the
recommendation of the Board of Directors. The Board's recommendation is set
forth together with the description of such item in this proxy statement. In
summary, the Board recommends a vote:
o FOR the approval of an amendment to the Company's Articles of
Incorporation to increase the authorized shares of the Company's
common stock to 5,000,000,000 shares (see page 6).
With respect to any other matter that properly comes before the meeting,
the proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
Increase in Authorized Shares. For the approval of an amendment to the
Company's Articles of Incorporation to increase the authorized shares of the
Company's common stock to 5,000,000,000 and any other item that properly comes
before the meeting, the affirmative vote of the holders of a majority of the
outstanding shares (regardless of the class or series of stock held) will be
required for approval. A properly executed proxy marked "Abstain" with respect
to such matter will not be voted, although it will be counted for purposes of
determining whether there is a quorum. Accordingly, an abstention will have the
effect of a negative vote.
If you hold your shares in "street name" through a broker or other
nominee, your broker or nominee may not be permitted to exercise voting
discretion with respect to some of the matters to be acted upon. Thus, if you do
not give your broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker non-votes,"
however, will be counted in determining whether there is a quorum.
3
STOCK OWNERSHIP
BENEFICIAL OWNERS
The following table contains information about the beneficial ownership of
our common stock as of June 1, 2003 for (i) each person who beneficially owns
more than five percent of the common stock; (ii) each of our directors; (iii)
each of our executive officers; and (iv) all directors and executive officers as
a group.
Unless otherwise indicated, the address for each person or entity named
below is c/o Advanced Communications Technologies, Inc., 420 Lexington Avenue,
Suite 2739, New York, NY 10170.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Except as indicated by footnote, and subject
to community property laws where applicable, the persons named in the table
below have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them. The percentage of beneficial
ownership is based on 198,852,622 shares of common stock outstanding as of
June 1, 2003.
COMMON STOCK
BENEFICIALLY OWNED
------------------------
NUMBER PERCENT(1)
NAME/ADDRESS OF SHARES OF CLASS
- ------------------------------------------------- ------------ ----------
Cornell Capital Partners, L.P. 65,460,000 32.92%
Roger May 18,228,000(2) 9.17%
Advanced Communications (Australia) 10,000,000(2) 5.03%
Wayne Danson 2,811,214(3) 1.41%
Jonathan Lichtman 2,710,334(4) 1.36%
Dr. Michael Finch 591,334 *
Randall Prouty 2,218,056 1.12%
Wilbank Roche 650,000 *
All Officers and Directors as a Group (5 people) 8,980,938 4.52%
----------------------------------
(1) Percentage of outstanding shares is based on 198,852,622 shares of
common stock outstanding as of June 1, 2003, together with
shares deemed beneficially owned by each such shareholder.
Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes voting
or investment power with respect to securities.
(2) No shares are owned directly by Mr. May. All shares are beneficially
owned through Global Communications Technologies Pty Ltd, an entity
controlled by Mr. May. Global Communications Technologies owns a
majority of the shares of Advanced Communications Technologies
(Australia) Pty Ltd., which owns 10,000,000 shares of the Company.
(3) Includes 2,461,214 shares beneficially owned by Mr. Danson's
affiliated entity and children.
(4) Excludes 396,666 shares beneficially owned through various family
trusts. Mr. Lichtman has no beneficial ownership in these shares.
* Less than 1%.
4
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
We are aware of the following instance since July 1, 2002, when an
executive officer, director or owner of more than ten percent of the outstanding
shares of common stock failed to comply with reporting requirements of Section
16(a) of the Securities Exchange Act of 1934:
Cornell Capital Partners has not filed a Form 3 in connection with its
ownership of 65,460,000 shares of common stock.
5
PROPOSAL 1 - AMENDMENT TO THE ARTICLES OF INCORPORATION
Our Company's Board of Directors proposes an amendment to our Company's
Articles of Incorporation to increase the number of authorized shares of common
stock, no par value, from 200,000,000 to 5,000,000,000 shares. Our Company
desires to increase its authorized capital stock because (i) it does not have
any significant authorized capital stock available for issuance and (ii) it
desires to raise capital by issuing shares of stock. The amendment to our
Company's Articles of Incorporation shall provide for the authorization of
5,000,000,000 shares of our Company's common stock. As of June 1, 2003,
198,852,622 shares of the Company's common stock were outstanding. In addition,
the Company previously issued warrants and convertible debentures, which, if
exercised or converted into shares of common stock, would result in the Company
issuing an additional 488,940,900 shares of common stock. A vote for the
proposed increase in the number of authorized shares of common stock would (i)
authorize the issuance of up to 488,940,900 shares of common stock upon the
exercise or conversion of warrants and convertible debentures and (ii) authorize
the issuance of up to 4,312,206,478 shares of common stock for other purposes.
See "Description of Securities."
There are certain advantages and disadvantages of voting for an increase
in the Company's authorized common stock. The advantages include:
o The ability to raise capital by issuing capital stock, including
under the Equity Line of Credit.
o The ability to fulfill our Company's obligations by having capital
stock available upon the exercise or conversion of outstanding
warrants and convertible debentures.
o To have shares available to pursue business expansion opportunities.
The disadvantages include:
o Dilution to the existing shareholders, including a decrease in our
net income per share in future periods. This could cause the market
price of our stock to decline.
o Provoking short-selling in our common stock, which would put
downward pressure on the market price of our common stock.
o Increasing the supply of shares of stock. This supply of stock
without a corresponding demand could cause the market price of our
stock to decline.
o A potential change of control if all or a significant block of the
shares to be issued are held by one or more shareholders working
together.
If the amendment to our Company's Articles of Incorporation is adopted, an
amendment to the Articles of Incorporation of Advanced Communications
Technologies, Inc. shall be filed with the Florida Secretary of State so that
Article III shall be as follows:
"The maximum number of shares of stock that this
corporation is authorized to have outstanding at any one
time is 5,025,000,000 shares. Of such shares,
5,000,000,000 shall be common stock having no par value
per share. The remaining shares shall be shares of
Preferred Stock, par value $0.01 per share. The Preferred
Stock may be issued from time to time by authorization of
the Board of Directors of this Corporation with such
rights, designations, preferences and other terms as the
Board of Directors shall determine from time to time."
In additional to the reasons specified above, the Company's Board of
Directors believes that it is desirable to have additional authorized shares of
common stock available for possible future financings, possible future
6
acquisition transactions and other general corporate purposes. Having such
additional authorized shares of common stock available for issuance in the
future would give our Company greater flexibility and may allow such shares to
be issued without the expense and delay of a special shareholders' meeting.
Although such issuance of additional shares with respect to future financings
and acquisitions would dilute existing shareholders, management believes that
such transactions would increase the value of our Company to our shareholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF
AN AMENDMENT TO OUR COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK, NO PAR VALUE, FROM 200,000,000 TO
5,000,000,000 SHARES.
7
DESCRIPTION OF CAPITAL STOCK
CAPITAL STOCK. The authorized capital stock of our Company consists of
200,000,000 shares of common stock, no par value, per share, and 25,000,000
shares of preferred stock. As of June 1, 2003, the Company had 198,852,622
shares of our common stock outstanding. In addition, there are outstanding
debentures that collectively are convertible into 482,500,000 shares of common
stock (at assumed conversion prices of $0.0032 and $.001 per share) and warrants
to purchase up to 6,440,900 shares of common stock. The following description is
a summary of the capital stock of the Company and contains the material terms of
the capital stock. Additional information can be found in the Company's Articles
of Incorporation and Bylaws.
COMMON STOCK. Each share of common stock entitles the holder to one vote
on each matter submitted to a vote of our stockholders, including the election
of directors. There is no cumulative voting. Subject to preferences that may be
applicable to any outstanding preferred stock, stockholders are entitled to
receive ratably such dividends, if any, as may be declared from time to time by
the Board of Directors. Stockholders have no preemptive, conversion or other
subscription rights. There are no redemption or sinking fund provisions related
to the common stock. In the event of liquidation, dissolution or winding up of
the Company, stockholders are entitled to share ratably in all assets remaining
after payment of liabilities, subject to prior distribution rights of preferred
stock, if any, then outstanding.
PREFERRED STOCK. The Board of Directors is authorized, subject to any
limitations prescribed by the Florida Statutes, or the rules of any quotation
system or national securities exchange on which stock of our Company may be
quoted or listed, to provide for the issuance of shares of preferred stock in
one or more series; to establish from time to time the number of shares to be
included in each such series; to fix the rights, powers, preferences, and
privileges of the shares of such series, without any further vote or action by
the shareholders. Depending upon the terms of the preferred stock established by
the Board of Directors, any or all series of preferred stock could have
preference over the common stock with respect to dividends and other
distributions and upon liquidation of our Company or could have voting or
conversion rights that could adversely affect the holders of the outstanding
common stock. The Company has no present plans to issue any shares of preferred
stock.
CONVERTIBLE DEBENTURES. Our Company has outstanding secured convertible
debentures with a remaining principal balance of $1,131,500. $944,000 of these
secured debentures are convertible into shares of common stock at a price equal
to either (a) an amount equal to one hundred twenty percent (120%) of the
closing bid price of the common stock as of the closing date or $0.40, whichever
is higher, or (b) an amount equal to eighty percent (80%) of the lowest closing
bid price of the common stock for the five trading days immediately preceding
the conversion date. If such conversion had taken place at $0.0032 (i.e., 80% of
the recent price of $0.004), then the holders of the convertible debentures
would have received 295,000,000 shares of common stock. These secured
convertible debentures accrue interest at a rate of 5% per year and are
convertible at the holder's option. These secured convertible debentures have a
term of two years. At our option, these secured convertible debentures may be
paid in cash or redeemed at a 20% premium prior to January 2004. $187,500 of 10%
secured convertible debentures is convertible into shares of common stock at a
price per share equal to $0.001 or 187,500,000 shares. In addition, the Company
has the right to redeem a portion or all of these outstanding debentures at a
redemption price equal to 150% of the amount redeemed plus accrued interest on
or before November 2004.
EQUITY LINE OF CREDIT. On January 10, 2002, our Company entered into an
Equity Line of Credit Agreement with Cornell Capital Partners, L.P. Pursuant to
the Equity Line of Credit, our Company may, at its discretion, periodically sell
to Cornell Capital Partners shares of common stock for a total purchase price of
up to $30.0 million. For each share of common stock purchased under the Equity
Line of Credit, Cornell Capital Partners will pay 91% of the lowest closing bid
price of the common stock on the Over-the-Counter Bulletin Board or other
principal market on which the common stock is traded for the 5 days immediately
following the notice date. Cornell Capital Partners is a private limited
partnership whose business operations are conducted through its general partner,
Yorkville Advisors, LLC. Further, Cornell Capital Partners will be paid a fee of
3% of each advance under the Equity Line of Credit as a fee. In addition, we
engaged Westrock Advisors, Inc., a registered broker-dealer, to advise our
Company in connection with the Equity Line of Credit. For its services, Westrock
Advisors, Inc. received 40,000 shares of our common stock. The effectiveness of
the sale of the shares under the Equity Line of Credit is conditioned upon our
8
Company registering the shares of common stock with the Securities and Exchange
Commission. The Equity Line of Credit is not yet effective and the Company has
not drawn down any funds from this facility. As of the date of this proxy
statement, substantially all of our Company's authorized shares of common stock
were outstanding. As a result, our Company does not have any shares of common
stock available to issue under the Equity Line of Credit, in other capital
raising transactions or otherwise. This means that our Company will not be able
to raise capital from the sale of common stock, whether under the Equity Line of
Credit or otherwise, unless the majority of the outstanding shares of common
stock vote to approve an increase to the number of shares of common stock that
our Company is authorized to issue. Our Company's failure to obtain such
approval will mean that we will not be able to raise capital under the Equity
Line of Credit or from the sale of our stock.
The amount of each advance is subject to an aggregate maximum advance
amount of $2 million in any thirty-day period. Cornell Capital Partners will
purchase the shares of common stock for a 9% discount to the market price of our
common stock. The amount available under the Equity Line of Credit is not
dependent on the price or volume of our common stock. Cornell Capital Partners
will retain 3% of the advance amount as a commitment fee, which means that we
will receive 97% of the advance amount. This means that Cornell Capital Partners
will pay 88% of the market price of our common stock (i.e., 91% less 3%). There
is no floor price that Cornell Capital Partners must pay for an advance.
Accordingly, we will be required to issue a greater number of shares to Cornell
Capital Partners as our price declines.
OPTIONS. Our Company has no outstanding options.
WARRANTS. Our Company has outstanding warrants to purchase up to 6,440,900
shares of common stock. All of the warrants have a $0.30 exercise price.
ANTI-TAKEOVER PROVISIONS. The authorized but unissued shares of our common
stock are available for future issuance without our stockholders' approval.
These additional shares may be utilized for a variety of corporate purposes
including but not limited to future public or direct offerings to raise
additional capital, corporate acquisitions and employee incentive plans. The
issuance of such shares may also be used to deter a potential takeover of the
Company that may otherwise be beneficial to stockholders by diluting the shares
held by a potential suitor or issuing shares to a stockholder that will vote in
accordance with the Company's Board of Directors' desires. A takeover may be
beneficial to stockholders because, among other reasons, a potential suitor may
offer stockholders a premium for their shares of stock compared to the
then-existing market price.
The existence of authorized but unissued and unreserved shares of
preferred stock may enable the Board of Directors to issue shares to persons
friendly to current management which would render more difficult or discourage
an attempt to obtain control of our Company by means of a proxy contest, tender
offer, merger or otherwise, and thereby protect the continuity of our Company's
management.
TRANSFER AGENT. Our Company's transfer agent is American Stock Transfer &
Trust Company. Its address is 6201 15th Avenue, 3rd Floor, Brooklyn, New York
11219. Its telephone number is (718) 921-8200.
9
OTHER MATTERS
As of the date of this proxy statement, our Company knows of no business
that will be presented for consideration at the meeting other than the items
referred to above. If any other matter is properly brought before the meeting
for action by shareholders, proxies in the enclosed form returned to our Company
will be voted in accordance with the recommendation of our Board of Directors
or, in the absence of such a recommendation, in accordance with the judgment of
the proxy holder.
INDEPENDENT ACCOUNTANTS
The firm of Weinberg & Company, P.A. served as our Company's independent
accountants for Fiscal 2002. Representatives of the firm will be available by
telephone to respond to questions at the Special Meeting of the Shareholders.
These representatives will have an opportunity to make a statement if they
desire to do so. The Company has selected Weinberg & Company, P.A. as its
independent accounts for the fiscal year ended June 30, 2003.
AUDIT FEES. The aggregate fees billed for professional services rendered
was $44,818 for the audit of the Company's annual financial statements for the
fiscal year ended June 30, 2002 and the reviews of the financial statements
included in the Company's Forms 10-QSB for that fiscal year.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. None of the
professional services described in Paragraphs (c)(4)(ii) of Rule 2-01 of
Regulation S-X were rendered by the principal accountant for the fiscal year
ended June 30, 2002.
ALL OTHER FEES. Other than the services described above under the captions
"Audit Fees" and "Financial Information Systems Design and Implementation Fees,"
the aggregate fees billed for services rendered by the principal accountant was
$18,364 for the fiscal year ended June 30, 2002. These fees related to the
review of the Company's Registration Statements.
The Company's Board of Directors took into consideration whether the
provision of the services described above was for fiscal year 2002 and will be
for fiscal year 2003 compatible with maintaining the independence of the
Company's outside principal accountants.
ADDITIONAL INFORMATION
PROXY SOLICITATION COSTS. Our Company is soliciting the enclosed proxies.
The cost of soliciting proxies in the enclosed form will be borne by our
Company. Officers and regular employees of our Company may, but without
compensation other than their regular compensation, solicit proxies by further
mailing or personal conversations, or by telephone, telex, facsimile or
electronic means. Our Company will, upon request, reimburse brokerage firms for
their reasonable expenses in forwarding solicitation materials to the beneficial
owners of stock.
10
INCORPORATION BY REFERENCE. Certain financial and other information
required pursuant to Item 13 of the Proxy Rules is incorporated by reference to
the Company's Annual Report, which is being delivered to the shareholders with
this proxy statement. In order to facilitate compliance with Rule 2-02(a) of
Regulation S-X, one copy of the definitive proxy statement will include a
manually signed copy of the accountant's report.
BY ORDER OF THE BOARD OF DIRECTORS
New York, New York Wayne I. Danson
June 23, 2003 President
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
420 LEXINGTON AVENUE, SUITE 2739
NEW YORK, NEW YORK 10170
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Wayne Danson, as proxy, with full power of
substitution, to represent the undersigned and to vote all shares of capital
stock of Advanced Communications Technologies, Inc., which the undersigned would
be entitled to vote if personally present and voting at the Special Meeting of
Shareholders to be held July 9, 2003, or any adjournment thereof, upon all
matters coming before the meeting.
AMENDMENT TO ARTICLES OF INCORPORATION: To approve an amendment to the
Company's Articles of Incorporation to increase the authorized common
stock to 5,000,000,000 shares of common stock.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
In his discretion, the Proxy is authorized to vote upon such other business as
may properly come before the meeting. This proxy, when properly executed, will
be voted in the manner directed herein by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" THE PROPOSAL.
DATED: , 2003
----------------------
- ------------------------------- ------------------------------------
Print Name Signature
- ------------------------------- ------------------------------------
Print Name, if held jointly Signature if held jointly
Please date, print and sign your name
above. When shares are held by joint
tenants, both should sign. When signing
as attorney, as executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.