SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
..................................................................
N/A
..................................................................
(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:
N/A
...........................................................
2) Aggregate number of securities to which transaction
applies:
N/A
...........................................................
3) Per unit price of 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):
N/A
...........................................................
4) Proposed maximum aggregate value of transaction:
N/A
...........................................................
5) Total fee paid:
N/A
...........................................................
[ ] 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:
N/A
...........................................................
2) Form, Schedule or Registration Statement No.:
N/A
...........................................................
3) Filing Party:
N/A
...........................................................
4) Date Filed:
N/A
...........................................................
Cintech Tele-Management Systems, Inc.
2100 Sherman Avenue
Cincinnati, Ohio 45212
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the annual meeting of shareholders of
Cintech Tele-Management Systems, Inc. (the "Corporation") will be
held at The King Edward Hotel, 37 King Street East, Toronto,
Ontario M5C 1E9, Canada on Thursday, October 30, 1997 at 10:00
a.m. EDT for the following purposes:
1. To elect 5 directors;
2. To appoint auditors and to authorize the directors to
fix their remuneration;
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
An annual report, which includes the financial statements of the
Corporation, and Management Information Circular/Proxy Statement
accompany this notice.
Shareholders who are unable to attend the meeting in person are
requested to date and sign the enclosed form of proxy and to
return it in the envelope provided for that purpose.
Proxies to be used at the meeting must be received by the
Secretary, Cintech Tele-Management Systems, Inc., 2100 Sherman
Avenue, Cincinnati, Ohio 45212, or the Corporation's transfer
agent, Montreal Trust Company of Canada, 151 Front Street West,
8th Floor, Toronto, Ontario, M5J 2N1, prior to the close of
business (5:00 p.m.) on Wednesday, October 29, 1997.
Dated at Cincinnati, Ohio this 22nd day of September, 1997.
By Order of the Board
/s/ Bryant A. Downey
Bryant A. Downey
Secretary
IMPORTANT
A Management Information Circular/Proxy Statement and proxy
are submitted herewith. As a shareholder, you are urged to
complete and mail the proxy promptly whether or not you plan to
attend this Annual Meeting in person. It is important that your
shares be voted. In order to avoid the additional expense to the
Company of further solicitation, we ask your cooperation in
mailing your proxy promptly.
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
2100 Sherman Avenue
Cincinnati, Ohio 45212
FORM OF PROXY
Proxy Solicited by Management and Board of Directors
The undersigned shareholder of Cintech Tele-Management Systems,
Inc. (the "Corporation") hereby appoints Diane M. Kamionka or,
failing her, Bryant A. Downey, or, instead of and to the exclusion
of all of the foregoing, _____________________________ as nominee,
to attend, act and vote for the undersigned at the annual meeting
of shareholders of the Corporation, to be held on Thursday,
October 30, 1997 and at any adjournment thereof in the following
manner:
Please mark X in the appropriate box. The Board of Directors
recommends a FOR vote on each proposal.
1. To elect Directors;
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below)
DIANE M. KAMIONKA, BRYANT A. DOWNEY, JOHN G. SLATER,
FRANK W.TERRIZZI, CARTER F. RANDOLPH
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write the nominee's name on the space provided
below)
2. To appoint auditors and to authorize the directors to fix
their remuneration;
FOR ABSTAIN AGAINST
3. In its discretion, the proxy is authorized to vote upon
variations or amendments to the matters identified above and such
other business as may properly come before the meeting or any
adjournment thereof to the extent such is permitted under Rule
14a-4(c) of the U.S. proxy rules.
The undersigned hereby revokes any proxies dated prior to the
date hereof.
DATED ________________ ____, 1997
________________________________________
Signature of Shareholder
________________________________________
Print Name
Notes:
(1) A proxy must be signed by the shareholder or his
attorney authorized in writing.
(2) If the form proxy is not dated in the blank space
above, the proxy is deemed to bear the date on which it is mailed
by the person making the solicitation.
(3) You may appoint any person, who need not be a
shareholder, as nominee, other than those persons specifically
named above, to attend and act on the shareholder's behalf at the
meeting by inserting the name of such person in the blank space
provided above or by completing another appropriate form of proxy.
(4) Your shares will be voted in accordance with your
instructions given above. If no instructions are given for a
particular item, your shares will be voted for that item.
(5) A shareholder who has given a proxy may revoke it by
depositing an instrument in writing (including another proxy)
executed by the shareholder or by the shareholder's attorney
authorized in writing at the registered office of the Corporation
at any time up to and including the last business day prior to the
day the meeting or any adjournment thereof is to be held, or with
the chairman of the meeting (in writing or in open meeting) on the
day of the meeting at any time before it is exercised on any
particular matter or in any other manner permitted by law
including attending the meeting in person.
(6) If shares are registered in the name of an executor,
administrator, trustee or similar holder, such holder must set out
his/her full title and sign the proxy exactly as registered. If
shares are registered in the name of a deceased or other
shareholder, the shareholder's name must be printed in the space
provided, the proxy must be signed by the legal representative
with his/her name printed below his/her signature and evidence of
authority to sign on behalf of the shareholder must be attached to
the proxy.
(7) This proxy ceases to be valid one year from its date.
CINTECH TELE-MANAGEMENT SYSTEMS, INC.
2100 Sherman Avenue
Cincinnati, Ohio 45212
MANAGEMENT INFORMATION CIRCULAR/PROXY STATEMENT
as of September 22, 1997
SOLICITATION OF PROXIES BY MANAGEMENT
This Management Information Circular/Proxy Statement (this
"Information Circular") is furnished in connection with the
solicitation by the management and board of directors of Cintech
Tele-Management Systems, Inc. (the "Corporation") of proxies to be
used at the annual meeting of shareholders of the Corporation to
be held on Thursday, October 30, 1997, at Toronto, Ontario Canada
and at any adjournment thereof for the purposes set forth in the
accompanying Notice of Annual Meeting. The cost of such
solicitation will be borne by the Corporation. This Information
Circular is being mailed to shareholders on or about September 26,
1997.
APPOINTMENT OF PROXY HOLDERS AND REVOCATION OF PROXIES
The persons whose names are printed on the accompanying form
of proxy are officers of the Corporation. A shareholder has the
right to appoint a person, who need not be a shareholder of the
Corporation, other than the persons designated in the accompanying
form of proxy, to attend and act on behalf of the shareholder at
the meeting. To exercise this right, a shareholder may either
insert such other person's name in the blank space provided in the
accompanying form of proxy or complete another appropriate form of
proxy.
To be valid, a proxy must be dated and signed by the
shareholder or his attorney authorized in writing or, if the
shareholder is a corporation by a duly authorized officer or
attorney. The proxy, to be acted upon, must be deposited with the
Corporation, c/o its agent, Montreal Trust Corporation of Canada,
151 Front Street West, 8th Floor, Toronto, Ontario, M5J 2N1, by
the close of business on the last business day prior to the date
on which the meeting or any adjournment thereof is held, or with
the chairman of the meeting on the day of the meeting or any
adjournment thereof.
A shareholder who has given a proxy may revoke it by
depositing an instrument in writing (including another proxy)
executed by the shareholder or by the shareholder's attorney
authorized in writing at the registered office of the Corporation
at any time up to and including the last business day prior to the
day the meeting or any adjournment thereof is to be held, or with
the chairman of the meeting (in writing or in open meeting) on the
day of the meeting at any time before it is exercised on any
particular matter or in any other manner permitted by law
including attending the meeting in person.
VOTING BY PROXIES
On any ballot that may be called for regarding the election
of directors and appointment of auditors the common shares
("shares") represented by the enclosed form of proxy will be voted
or withheld from voting in accordance with the instructions of the
shareholder indicated thereon. In the absence of such
instructions with regard to the election of directors or the
appointment of auditors, the shares will be voted on any ballot
for the election of the persons nominated for election as
directors and for the appointment of auditors as referred to in
this Information Circular.
The enclosed form of proxy confers discretionary authority
upon the persons named therein with respect to amendments or
variations to matters identified in the Notice of Meeting, and
with respect to any other matter which may properly come before
the meeting to the extent such is permitted under Rule 14a-4(c) of
the U.S. proxy rules. As of the date of this Information
Circular, management is not aware of any such amendment, variation
or other matter proposed or likely to come before the meeting,
other than that specified in the Notice of Annual Meeting of
Shareholders. However, if any such amendment, variation or other
matter properly comes before the meeting, it is the intention of
the persons named in the enclosed form of proxy to vote on such
other business in accordance with their judgment.
VOTING SHARES AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The number of shares entitled to be voted at the meeting as
of September 10, 1997, is 12,281,751. Each shareholder is
entitled to one vote for each share shown as registered in the
shareholder's name on the list of shareholders prepared as of
September 10, 1997. However, in the event of any transfer of
shares by any such shareholder after such date, the transferee is
entitled to vote those shares if he produces properly endorsed
share certificates or otherwise establishing that he owns the
shares, and request the transfer agent, Montreal Trust Corporation
of Canada, 151 Front Street West, 8th Floor, Toronto, Ontario, M5J
2N1, to include the transferee's name in the shareholders' list
not later than ten days before the meeting.
Certain Beneficial Owners
Under Section 13(d) of the Securities Exchange Act of 1934
and the rules promulgated thereunder, a beneficial owner of a
security is any person who directly or indirectly has or shares
voting power or investment power over such security. Such
beneficial owner under this definition need not enjoy the economic
benefit of such securities. To the knowledge of the directors and
officers of the Corporation, the persons who beneficially own or
exercise control or direction over shares carrying more than 5% of
the voting rights attached in all the shares of the Corporation
entitled to be voted at the meeting as of September 10, 1997 are
as follows:
Name and Address Amount and Percentage of Outstanding
Title of of Beneficial Nature Outstanding Common
Class Owner Ownership Shares
Common Stock Diane M. Kamionka 3,476,029 shares owned 28.30%
2100 Sherman Avenue beneficially
Cincinnati, Ohio 45212
Common Stock S. William Miller 1,736,238 shares owned 14.14%
1700 Young Street beneficially
Cincinnati, Ohio 45210
Common Stock Bryant A. Downey 1,717,652 shares owned 13.99%
2100 Sherman Avenue beneficially
Cincinnati, Ohio 45212
Common Stock Frank W. Terrizzi 1,441,104 shares owned 11.73%
1700 Young Street beneficially
Cincinnati, Ohio 45210
Common Stock Clinton Springs 1,138,157 shares owned 9.27%
Partnership beneficially
36 East Fourth Street
Suite 905
Cincinnati, Ohio 45202
Management
The following table sets forth the beneficial ownership of the Company's
Common Stock by
its directors, the named executive officers, and all directors and executive
officers as a
group, as of September 10, 1997:
Name and Address Amount and Percentage of Outstanding
Title of of Beneficial Nature Outstanding Common
Class Owner Ownership Shares
Common Stock Diane M. Kamionka 3,476,029 shares owned 28.30%
President and Chief beneficially
Executive Officer
Common Stock Bryant A. Downey 1,717,652 shares owned 13.99%
Chief Technology beneficially
Officer and Secretary
Common Stock Frank W. Terrizzi 1,441,104 shares owned 11.73%
Director
Common Stock John G. Slater 180,311 shares owned 1.47%
Director beneficially
Common Stock Carter F. Randolph 10,000 0.08%
Director
Common Stock Peter L. Carfagno(2) Nil Nil
Vice President - Sales
Common Stock David J. Thibodeau Nil Nil
Vice President - Customer
Support Services
Common Stock James K. Keller(2) Nil Nil
Chief Financial Officer
All Directors and
Executive Officers 6,825,096 shares owned 55.57%
Officers as a Group beneficially
(8 persons)(2)
(1) The persons and entities named in the above table have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned by them, subject to
community property laws where applicable and the information contained in other footnotes to
this table, if any.
(2) Messrs. Carfagno and Keller became Named Executive Officers during fiscal 1997.
/TABLE
PROPOSAL 1 -- ELECTION OF DIRECTORS
The number of directors of the Corporation to be elected at
the meeting is five. All of the current directors are nominees
for re-election. The Company has not submitted a nominee to
replace Mr. Robert I. Westheimer who died during 1997.
The following table lists certain information concerning the
persons proposed to be nominated for election as directors. The
information as to shares has been furnished by the respective
nominees individually.
Position with
Corporation or Common
Significant Affiliates Shares
and Principal Beneficially
Occupation or Owned or
Name Age Business Director Since Controlled
Diane M. Kamionka 50 President and 1987 3,476,029
Chief Executive
Officer of the
Corporation
Bryant A. Downey 34 Chief Technology 1987 1,717,652
Officer of the
Corporation
John G. Slater 62 Retired Executive 1989 180,311
Frank W. Terrizzi 53 Investment Advisor, 1990 1,441,104
Renaissance
Investment
Management, Inc.
(Investment management
company)
Carter F. Randolph 41 Executive Vice 1996 10,000
President and Trustee,
Greenacres Foundation
(Nonprofit foundation)
Except as set forth below, each of the foregoing directors of
the Corporation has been engaged for the past five years in his or
her current occupation or in other capacities with the same
entity.
Mr. Slater has been a director of the Company since 1989.
For a portion of 1996, he was employed by the Company reporting
to the CEO and providing assistance on special projects of a
strategic nature. Prior to 1996, Mr. Slater was an executive of
Diamond Machine Corporation and its predecessor, where he served
in several capacities including President.
Management does not anticipate that any of the nominees for
election as directors will be unable to serve as a director, but
if that should occur for any reason prior to the meeting, the
persons named in the enclosed form of proxy reserve the right to
vote for another nominee at their discretion. Each director
elected will hold office until the next annual shareholders
meeting and until his successor is elected or appointed, unless
his office is earlier vacated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
NOMINEES NAMED IN PROPOSAL 1.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
In the fiscal year ended June 30, 1997, the Board of
Directors met on five (5) occasions. Each incumbent director
during the last fiscal year attended 75% or more of the aggregate
of (i) the total number of meetings of the Board of Directors
(held during the period for which he has been a director) and (ii)
the total number of meetings held by all committees of the Board
on which he served (during the periods that he served).
The Corporation has an Audit Committee of the Board of
Directors. The Audit Committee, which held one (1) meeting during
fiscal 1997, recommends to the entire Board of Directors the
independent auditors to be employed by the Corporation, consults
with the independent auditors with respect to their audit plans,
reviews the independent auditors' audit report and any management
letters issued by the auditors, and consults with the independent
auditors with regard to financial reporting and the adequacy of
internal controls. The members of the Audit Committee during
fiscal 1997 were Frank W. Terrizzi, Carter F. Randolph and John G.
Slater.
The Corporation has a Compensation Committee of the Board of
Directors which held one (1) meeting during fiscal 1997. The
Compensation Committee determines the compensation arrangements
for the President and Chief Technology Officer of the Corporation
and reviews proposed changes in management organization. The
present members of the Compensation Committee are John G. Slater,
Frank W. Terrizzi and Carter F. Randolph.
The Corporation also has a Stock Option Committee which
administers its stock option plans, the present members of which
are the current members of the board of directors. None of the
members of the Stock Option Committee have received or shall
receive any options under the Company's current stock option plan
with the exception of Mr. Slater (Former Non-Executive Employee
and Director), who was awarded grants of options for 35,000 shares
and Mr. Randolph who was awarded 5,000 shares upon his initial
election as a director. Both awards were subject to the
provisions of the Revised 1993 Stock Option Plan. This Committee
met once during fiscal 1997.
COMPENSATION OF DIRECTORS AND OFFICERS
Unless otherwise indicated dollar references in this section
are in United States dollars. The following table set forth the
compensation earned by and paid to the Chief Executive Officer and
the only other most highly compensated executives who were serving
as executive officers at the end of the most recently completed
fiscal year, who received total salary, bonus, and other
compensation which exceeded Canadian $100,000. There are no other
named executive officers who would have received total salary,
bonus, and other compensation which exceeded U.S. $100,000. In
addition, there were no individuals for whom disclosure would have
been provided under the previous sentence but for the fact that
the individual was not serving as an officer of the Corporation at
the end of the most recently completed financial year end. (For
purposes of this part, the executives listed are collectively referred to as
the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Name and Fiscal Salary Bonus Other Annual Securities Restricted LTIP All
Principal Year (1) ($) ($)(3) Compensation Under Shares of Payouts Other
Position ($)(4) Options/ Restricted ($) Compensation
Diane M. 1997 $136,446 Nil Nil Nil Nil Nil Nil
Kamionka 1996 $126,428 Nil Nil Nil Nil Nil Nil
President 1995 $115,069 $ 50,000 Nil Nil Nil Nil Nil
& Chief
Executive
Officer
Bryant A. 1997 $111,434 $ 7,350 Nil Nil Nil Nil Nil
Downey, 1996 $ 99,428 Nil Nil Nil Nil Nil Nil
Chief 1995 $ 90,226 Nil Nil Nil Nil Nil Nil
Technology
Officer
David J. 1997 $ 86,266 $ 22,718 Nil Nil Nil Nil Nil
Thibodeau, 1996 $ 83,145 $ 23,736 Nil Nil Nil Nil Nil
Vice 1995 $ 74,140 Nil Nil Nil Nil Nil Nil
President -
Customer
Support
Services
Peter L. 1997 $ 97,043 $ 33,782 $ 6,137 Nil Nil Nil Nil
Carfagno, 1996 (2) (2) (2) (2) (2) (2) (2)
Vice
President -
Sales
James K. 1997 $127,684 Nil Nil Nil Nil Nil Nil
Keller, 1996 $ 33,656 (2) (2) (2) (2) (2) (2)
Chief
Financial
Officer
/TABLE
(1) The Corporation was not a reporting company pursuant to
Section 13(a) or 15(d) of the Securities and
Exchange Act of 1934 at any time prior to fiscal 1995.
(2) Messrs. Keller and Carfagno became Named Executive Officers
during fiscal 1997.
(3) Amounts in this column for Messrs. Thibodeau and Carfagno
include both commission and bonus income.
(4) The amount in this column represents reimbursement for
moving costs paid to Mr. Carfagno in conjunction
with his joining the Company.
Stock Options
The following table sets forth information regarding stock
options granted to the Named Executive Officers during fiscal 1997
and 1996:
OPTION GRANTS IN LAST THREE FISCAL YEARS
Individual Grants
____________________________
Number of
Securities % of Total
Underlying Options Granted Exercise of
Options to Employees in Base Price Expiration
Name Year Granted #(1) Fiscal Year (S/Sh.) Date
David J. 1997 -- -- -- --
Thibodeau 1996 9,000 4.10% $1.14/Sh. June, 2006
1995 6,000 4.24% $0.69/Sh. March,2005
Peter L. 1997 50,000 86.96% $0.80/sh. August,2006
Carfagno 1996 N/A N/A N/A N/A
1995 N/A N/A N/A N/A
James K. 1997 -- -- -- --
Keller 1996 10,000 4.57% $0.88/Sh. March, 2006
" " 4,000 4.24% $1.14/Sh. June, 2006
1995 N/A N/A N/A N/A
(1) On July 14, 1997, Cintech granted to 298,255 stock options
to employees. As part of the July 14, 1997 stock option
awards, Mr. Carfagno was granted options for 40,000 shares
and Messrs. Thibodeau and Keller were each granted 15,000
options which are included in the total.
(2) No stock options were exercised by the Named Executive
Officers during fiscal 1997 or 1996 nor were there
any vested "In-the-Money Options" at June 30, 1997.
Compensation of Directors
Effective October 8, 1996, each director who is not
also an employee of the Company receives compensation in the form
of an annual stipend of $5,000 (to be paid on a quarterly basis),
and fees of $1,000 per Board meeting attended in person, $500 if
the meeting is held by telephone conference call (or if a meeting
held in person is attended by conference call), $500 to each board
committee member for each committee meeting when held concurrently
with a meeting of the Board, whether attended in person or by
conference call, and $500 to each board committee member for each
committee meeting attended on a day other than a day on which a
meeting of the full Board is held. The Company will also
reimburse those newly-elected non-employee directors for travel
expenses incurred in attending meetings of the Board and its
committees.
During the year ended June 30, 1997, the Corporation's
outside directors (those directors who are not employees of the
Corporation) were not compensated for their services as directors,
except for Carter Randolph, who received $6,750 for fiscal 1997
for his services as director of the Corporation. The Corporation
did not additionally compensate employee directors during 1997.
Employment Agreements
There are no employment contracts in place between the
Company and any third party.
PROPOSAL 2 -- APPOINTMENT OF AUDITORS
The accounting firm of Deloitte & Touche is presently serving
as the Corporation's independent accounting firm. Deloitte &
Touche also served as the Corporation's independent auditors with
respect to the Corporation's financial statements for the fiscal
year ended June 30, 1997.
At the annual meeting of shareholders, it is proposed to
appoint Deloitte & Touche, as auditors of the Corporation to hold
office until the next annual meeting of shareholders at a
remuneration to be fixed by the Board of directors.
Representatives of Deloitte & Touche are not expected to be
present at the Annual Meeting, but they may be made available via
telephone to respond to any questions that may arise.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
APPOINTMENT OF DELOITTE & TOUCHE AS THE COMPANY'S INDEPENDENT
AUDITORS.
1998 SHAREHOLDER PROPOSALS
In order for any shareholder proposals for the 1998 Annual
Meeting of Shareholders to be eligible for inclusion at the
meeting, they must be received by the Secretary of the Corporation
at 2100 Sherman Avenue, Cincinnati, Ohio 45212, prior to July 31,
1998.
OTHER MATTERS
The Board of Directors does not know of any other business to
be presented to the meeting and does not intend to bring other
matters before the meeting. However, if other matters properly
come before the meeting, it is intended that the persons named in
the accompanying proxy will vote thereon according to their best
judgment in the interests of the Corporation. The contents and
the sending of this Information Circular have been approved by the
board of directors.
DATED: September 22, 1997
/s/ Bryant A. Downey
Bryant A. Downey
Secretary