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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
CATUITY, INC.
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(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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.
SEC 1913 (6-03)
CATUITY INC.
LEVEL 4 BALLARAT HOUSE 2711 E. JEFFERSON AVE.
68-72 WENTWORTH AVE. DETROIT, MICHIGAN 48207
SURRY HILLS NSW 2010 AUSTRALIA
---------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 16, 2003
We will hold a Special Meeting of Shareholders of Catuity, Inc. at the AAP
Centre Theatrette, 259 George Street, Sydney, NSW 2000 Australia on Tuesday,
September 16, 2003 at 9:30 a.m. Australian Eastern Standard Time (Monday,
September 15, 2003 at 7:30 p.m. Eastern Daylight Time in the United States) for
the following purposes:
1. To approve, pursuant to ASX Listing Rule 10.11, a proposed issue of
196,000 shares of common stock pursuant to a placement through Linwar Securities
to Mr. Duncan P.F. Mount, the Company's Chairman. If approval is given under ASX
Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1. If
approved the shares will be issued by September 30, 2003.
We will disregard any votes cast on Proposal 1 by Mr. Mount or an
associate of Mr. Mount. However, we need not disregard the vote if it is cast by
a person as proxy for a person who is entitled to vote, in accordance with the
directions on the proxy form; or if it is cast by such person chairing the
meeting as proxy for a person who is entitled to vote, in accordance with a
direction on the proxy form to vote as the proxy decides.
The Directors, other than Mr. Mount, recommend a vote FOR approval of
the issue of common stock. Mr. Mount and his associates are precluded from
voting on this resolution.
2. To approve, pursuant to ASX Listing Rule 7.1, a proposed issue of
2,179,000 shares of common stock pursuant to a placement through Linwar
Securities to Acorn Capital Limited, Arenya Investments Pty. Limited, Bell
Potter Securities Limited, Herald Investment Management, Hunter Hall Investment
Management Limited, and Wilson Asset Management. If approved the shares will be
issued by September 30, 2003.
We will disregard any votes cast on Proposal 2 by Acorn Capital
Limited, Arenya Investments Pty. Limited, Bell Potter Securities Limited, Herald
Investment Management, Hunter Hall Investment Management Limited, and Wilson
Asset Management or an associate of the named investors. However, we need not
disregard the vote if it is cast by a person as proxy for a person who is
entitled to vote, in accordance with the directions on the proxy form; or if it
is cast by such person chairing the meeting as proxy for a person who is
entitled to vote, in accordance with a direction on the proxy form to vote as
the proxy decides.
The Directors recommend a vote FOR approval of the issue of common
stock.
3. To subsequently approve, pursuant to ASX Listing Rule 7.4, the
concluded issue of 90,000 shares of common stock to Mr. Duncan P.F. Mount, the
Company's Chairman. These shares were previously approved by shareholders under
ASX Listing Rule 10.11 on March 26, 2003.
We will disregard any votes cast on Proposal 3 by Mr. Mount or an
associate of Mr. Mount. However, we need not disregard the vote if it is cast by
a person as proxy for a person who is entitled to vote, in accordance with the
directions on the proxy form; or if it is cast by such person chairing the
meeting as proxy for a person who is entitled to vote, in accordance with a
direction on the proxy form to vote as the proxy decides.
The Directors, other than Mr. Mount, recommend a vote FOR subsequent
approval of the issue of common stock. Mr. Mount and his associates are
precluded from voting on this resolution.
4. To subsequently approve, pursuant to ASX Listing Rule 7.4, a
concluded issue of 453,666 shares on November 18, 2002 of common stock to Acorn
Capital Limited and Hunter Hall Investment Management Limited.
We will disregard any votes cast on Proposal 4 by Acorn Capital
Limited and Hunter Hall Investment Management Limited or an associate of the
named investors. However, we need not disregard the vote if it is cast by a
person as proxy for a person who is entitled to vote, in accordance with the
directions on the proxy form; or if it is cast by such person chairing the
meeting as proxy for a person who is entitled to vote, in accordance with a
direction on the proxy form to vote as the proxy decides.
The Directors recommend a vote FOR subsequent approval of the issue of
common stock.
5. To subsequently approve, pursuant to ASX Listing Rule 7.4, a
concluded issue of 625,000 shares on July 25, 2003 of common stock pursuant to a
placement through Linwar Securities to Acorn Capital Limited, Herald Investment
Management, and Hunter Hall Investment Management Limited.
We will disregard any votes cast on Proposal 5 by Acorn Capital
Limited, Herald Investment Management, and Hunter Hall Investment Management
Limited or an associate of the named investors. However, we need not disregard
the vote if it is cast by a person as proxy for a person who is entitled to
vote, in accordance with the directions on the proxy form; or if it is cast by
such person chairing the meeting as proxy for a person who is entitled to vote,
in accordance with a direction on the proxy form to vote as the proxy decides.
The Directors recommend a vote FOR subsequent approval of the issue of
common stock.
6. To act upon such other matters as may properly come before the
meeting or any adjournments or postponements thereof.
We have described the items of business more fully in the Proxy Statement
accompanying this Notice. The record date for determining those shareholders who
were entitled to notice of, and to vote at, the Special Meeting and at any
adjournment is August 1, 2003. The stock transfer books will not be closed
between the record date and the date of the Special Meeting. A list of
shareholders entitled to vote at the Special Meeting will be available for
inspection at Catuity's offices.
Whether or not you plan to attend the Special Meeting, please complete,
sign, date and return the enclosed proxy promptly in the accompanying reply
envelope. Please refer to the enclosed voting form for instructions. You may
revoke your proxy at any time prior to the Special Meeting. If you decide to
attend the Special Meeting and wish to change your proxy vote, you may do so
automatically by voting in person at the Special Meeting.
By Order of the Board of Directors
/s/ John H. Lowry
JOHN H. LOWRY III
Secretary
Detroit, Michigan
August 7, 2003
TABLE OF CONTENTS
PAGE
VOTING RIGHTS AND SOLICITATION.............................. 2
Voting.................................................... 2
Proxies................................................... 2
Solicitation of Proxies................................... 2
PROPOSAL NO. 1 - APPROVAL OF THE ISSUE OF 196,000 SHARES
OF COMMON STOCK............................................. 3
General................................................... 3
Voting Exclusion Statement................................ 3
Recommendation of the Board of Directors.................. 3
PROPOSAL NO. 2 -- APPROVAL OF THE ISSUE OF 2,179,000 SHARES
OF COMMON STOCK............................................. 3
General................................................... 3
Voting Exclusion Statement................................ 3
Recommendation of the Board of Directors.................. 4
PROPOSAL NO. 3 -- SUBSEQUENT APPROVAL OF THE ISSUE OF 90,000
SHARES OF COMMON STOCK...................................... 4
General................................................... 4
Voting Exclusion Statement................................ 4
Recommendation of the Board of Directors.................. 4
PROPOSAL NO. 4 -- SUBSEQUENT APPROVAL OF THE ISSUE OF 453,666
SHARES OF COMMON STOCK...................................... 5
General................................................... 5
Voting Exclusion Statement................................ 5
Recommendation of the Board of Directors.................. 5
PROPOSAL NO. 5 -- SUBSEQUENT APPROVAL OF THE ISSUE OF 625,000
SHARES OF COMMON STOCK...................................... 5
General................................................... 5
Voting Exclusion Statement................................ 6
Recommendation of the Board of Directors.................. 6
OWNERSHIP OF SECURITIES..................................... 7
SHAREHOLDER PROPOSALS FOR 2004 PROXY STATEMENT.............. 8
FORM 10K
OTHER MATTERS............................................... 8
PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
We are furnishing these proxy materials for the solicitation of proxies by
the Catuity Inc. Board of Directors for our Special Meeting of the Shareholders
to be held on Tuesday, September 16, 2003 at 9:30 a.m. (AEST) at the AAP
Theatrette, AAP Centre, 259 George Street, Sydney, NSW 2000 Australia (Monday,
September 15, 2003 at 7:30 p.m. United States Daylight Standard Time) and at any
adjournments or postponements. We first mailed these proxy materials on or about
August 15, 2003 to all shareholders entitled to vote at the Special Meeting.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Special
Meeting are listed in the accompanying Notice of Special Meeting of
Shareholders. We have described each proposal in more detail in this Proxy
Statement.
In July 2003, we concluded a private placement in Australia of a total of
3,000,000 shares of our common stock to seven investors at a price of $2.00 AUD
per share ($1.30 USD based on the foreign exchange rate in effect on the date of
the transaction). The price represented an 11% discount to our shares' fair
market value on the Australian Stock Exchange (ASX) on the transaction date. We
made this placement in two tranches -- the first on July 25, 2003
for 625,000 shares (the maximum permitted under ASX listing rules prior to
receiving shareholder approval) and the second for 2,375,000 shares by September
30, 2003 (the conclusion of which is subject to prior shareholder approval). We
paid a placement fee of 3% of the purchase price to the Placement Agent for the
tranche 1 shares, and we will pay a placement fee of 3% of the purchase price to
the Placement Agent for the tranche 2 shares, if approved by the shareholders.
The proceeds were added (or will be added, as to the tranche 2 proceeds) to our
general working funds to be used for general operating purposes. These shares
were (and as to the tranche 2 shares, will be) sold without registration under
US securities laws pursuant to an exemption from such registration. As a result,
the buyers will not be able to publicly resell these shares for at least one
year absent a registration or other available exemption from registration.
In November 2002, we concluded a private placement in Australia of a total
of 453,666 shares of our common stock to two accredited professional investors
at a price of $3.75 AUD per share ($2.11 USD based on the foreign exchange rate
in effect on the date of the transaction). The price equaled our shares' fair
market value on the Australian Stock Exchange (ASX) on the transaction date. A
placement fee of 3% of the purchase price was paid to each investor. The
proceeds were added to our general working funds to be used for general
operating purposes. These shares were sold without registration under US
securities laws pursuant to an exemption from such registration. As a result,
the buyers will not be able to publicly resell these shares for at least one
year absent a registration or other available exemption from registration.
In addition, at a special meeting of the shareholders on March 26, 2003
shareholders approved the sale of 90,000 common shares, pursuant to ASX Listing
Rule 10.11, to Boom Australia Pty. Ltd. ("Boom"), the family trust of Mr. Duncan
P.F. Mount, our Chairman, as part of the November private placement described
above.
Under Australian Stock Exchange Listing Rules, we are permitted to issue a
number of shares in any 12 month period equal to no more than 15% of the number
of shares outstanding at the beginning of the 12 month measurement period,
increased by certain shareholder-approved or otherwise exempt sales. Based on
prior share sales, we were permitted to conclude the placement as to 625,000
shares, but we may not conclude the placement as to the balance subscribed for,
2,375,000 shares, without first receiving shareholder approval. The Australian
Stock Exchange Listing Rules also permit us to obtain subsequent approval of the
concluded sale of 625,000 shares from the July 25, 2003 issuance, 453,666 shares
from the November 18, 2002 issuance, and 90,000 shares from the March 26, 2003
issuance. The effect of these subsequent approvals, if received, will be that
these shares will not reduce the number of shares we may sell in the succeeding
12 months without shareholder approval under Australian Stock Exchange listing
rules.
We are seeking shareholder approval of the proposed issue of 2,375,000
shares (including 196,000 shares to our Chairman Mr. Duncan P.F. Mount), the
concluded issue of 625,000 shares in July 2003, the concluded issue of 453,666
shares in November 2002, and the concluded issue of 90,000 shares in March 2003,
to our Chairman, Mr. Duncan P.F. Mount.
1
VOTING RIGHTS AND SOLICITATION
VOTING
Our Common Stock is the only type of security entitled to vote at the
Special Meeting. On August 1, 2003, the record date for determination of
shareholders entitled to vote at the Special Meeting, there were X,XXX,XXX
shares of Common Stock outstanding. Each shareholder of record on August 1, 2003
is entitled to one vote for each share of Common Stock held on that date. One
third of the outstanding shares of Common Stock entitled to vote must be present
or represented at the Special Meeting in order to have a quorum for the conduct
of business generally. Abstentions and broker non-votes are counted as present
for the purpose of determining the presence of a quorum for the transaction of
business. The matters to be considered at the Special Meeting require the
approval by affirmative vote of a majority of our outstanding voting shares
present or represented and entitled to vote on those matters at the Special
Meeting. Abstentions and broker non-votes can have the effect of preventing
approval of a proposal where the number of affirmative votes, though a majority
of the votes cast, does not constitute a majority of the shares present or
represented and entitled to vote on the particular matter. The inspector of
election appointed for the Special Meeting will tabulate all votes. The
inspector will separately tabulate affirmative and negative votes, abstentions,
and broker non-votes.
PROXIES
Whether or not you are able to attend the Special Meeting, we urge you to
vote your proxy. Catuity's Board of Directors is soliciting your proxy, and the
Board will vote your proxy as you direct on your proxy when properly completed.
If you sign and return your proxy but do not specify any voting directions, your
proxy will be voted FOR the proposals, and in the discretion of the proxy
holders as to other matters that may properly come before the Special Meeting.
You may revoke or change your proxy at any time before the Special Meeting. To
do this, send a written notice of revocation or another signed proxy with a
later date to Catuity's Secretary at our principal executive offices before the
beginning of the Special Meeting. You may also revoke your proxy by attending
the Special Meeting and voting in person.
SOLICITATION OF PROXIES
Catuity will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the proxy,
and any additional solicitation material we furnish to shareholders. We will
furnish copies of solicitation material to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to the beneficial owners,
and we have retained Proxy Services Inc. to assist us in this endeavor. We
anticipate that we will pay $1,500, plus reasonable out of pocket expenses, for
these services. The original solicitation of proxies by mail may be supplemented
by a solicitation by telephone, telegram, or other means by our Directors,
officers, or employees. We will not pay any additional compensation to these
individuals for these services. Except as described above, we do not presently
intend to solicit proxies other than by mail or via the Internet.
2
PROPOSAL NO. 1
APPROVAL OF THE ISSUE OF 196,000 SHARES OF COMMON STOCK
GENERAL
The first matter to be considered at the Special Meeting will be the
approval, pursuant to ASX Listing Rule 10.11, of the proposed issue of 196,000
shares of our common stock pursuant to a placement made through Linwar
Securities to Mr. Duncan P.F. Mount, as described above.
If shareholders approve of the sale, the buyer will purchase 196,000 shares
at a price of $2.00 AUD per share ($1.30 USD), for aggregate proceeds of
$392,000 AUD ($254,800 USD based on the foreign exchange rate in effect on the
date of the transaction). If approval is given under Listing Rule 10.11,
approval is not required under Listing Rule 7.1. If the resolution is approved
the securities will be issued by September 30, 2003.
VOTING EXCLUSION STATEMENT
We will disregard any votes cast on Proposal 1 by Mr. Mount, or an
associate of Mr. Mount. However, we need not disregard the vote if it is cast by
a person as proxy for a person who is entitled to vote, in accordance with the
directions on the proxy form; or if it is cast by such person chairing the
meeting as proxy for a person who is entitled to vote, in accordance with a
direction on the proxy form to vote as the proxy decides.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors, other than Mr. Mount, recommend a vote FOR approval
of the issue of common stock. Mr. Mount and his associates are precluded from
voting on this resolution.
PROPOSAL NO. 2
APPROVAL OF THE ISSUE OF 2,179,000 SHARES OF COMMON STOCK
GENERAL
The second matter to be considered at the Special Meeting will be the
approval, pursuant to ASX Listing Rule 7.1, of the proposed issue of 2,179,000
shares of our common stock pursuant to a placement made through Linwar
Securities to Acorn Capital Limited, Arenya Investments Pty. Limited, Bell
Potter Securities Limited, Herald Investment Management, Hunter Hall Investment
Management Limited, and Wilson Asset Management, as described above.
If shareholders approve of the sale, the buyers will purchase 2,179,000
shares at a price of $2.00 AUD per share ($1.30 USD), for aggregate proceeds of
$4,358,000 AUD ($2,832,700 USD based on the foreign exchange rate in effect on
the date of the transaction). If the resolution is approved the securities will
be issued by September 30, 2003.
VOTING EXCLUSION STATEMENT
We will disregard any votes cast on Proposal 2 by Acorn Capital Limited,
Arenya Investments Pty. Limited, Bell Potter Securities Limited, Herald
Investment Management, Hunter Hall Investment Management Limited, and Wilson
Asset Management, or an associate of the named investors. However, we need not
disregard the vote if it is cast by a person as proxy for a person who is
entitled to vote, in accordance with the directions on the proxy form; or if it
is cast by such person chairing the meeting as proxy for a person who is
entitled to vote, in accordance with a direction on the proxy form to vote as
the proxy decides.
3
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommend a vote FOR approval of the issue of common
stock.
PROPOSAL NO. 3
SUBSEQUENT APPROVAL OF THE ISSUE OF 90,000 SHARES OF COMMON STOCK
GENERAL
The third matter to be considered at the Special Meeting will be the
subsequent approval, pursuant to ASX Listing Rule 7.4, of the concluded issue of
90,000 shares of our common stock pursuant to a placement made to Mr. Duncan
P.F. Mount, as described above.
The buyer purchased 90,000 shares at a price of $3.75 AUD per share
($2.11 USD), for aggregate proceeds of $337,500 AUD ($189,900 USD based on the
foreign exchange rate in effect on the date of the transaction). If the
resolution is approved, this issuance will be added to the base of shares used
to compute the 15% limit on the number of shares we may sell in the succeeding
12 months without further shareholder approval, under Australian Stock Exchange
Listing Rules.
Even if the shareholders do not subsequently approve this issue, the shares
will still be sold -- a disapproving vote will not "unwind" this sale.
VOTING EXCLUSION STATEMENT
We will disregard any votes cast on Proposal 3 by Mr. Mount, or an
associate of Mr. Mount. However, we need not disregard the vote if it is cast by
a person as proxy for a person who is entitled to vote, in accordance with the
directions on the proxy form; or if it is cast by such person chairing the
meeting as proxy for a person who is entitled to vote, in accordance with a
direction on the proxy form to vote as the proxy decides.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors, other than Mr. Mount, recommend a vote FOR
subsequent approval of the issue of common stock. Mr. Mount and his associates
are precluded from voting on this resolution.
4
PROPOSAL NO. 4
SUBSEQUENT APPROVAL OF THE ISSUE OF 453,666 SHARES OF COMMON STOCK
GENERAL
The fourth matter to be considered at the Special Meeting will be the
subsequent approval, pursuant to ASX Listing Rule 7.4, of the concluded issue of
453,666 shares of our common stock pursuant to Acorn Capital Limited and Hunter
Hall Investment Management Limited, as described above.
The buyers purchased 453,666 shares at a price of $3.75 AUD per share
($2.11 USD), for aggregate proceeds of $1,701,247.50 AUD ($957,235.26 USD based
on the foreign exchange rate in effect on the date of the transaction). If the
resolution is approved, this issuance will be added to the base of shares used
to compute the 15% limit on the number of shares we may sell in the succeeding
12 months without further shareholder approval, under Australian Stock Exchange
Listing Rules.
Even if the shareholders do not subsequently approve this issue, the shares
will still be sold -- a disapproving vote will not "unwind" this sale.
VOTING EXCLUSION STATEMENT
We will disregard any votes cast on Proposal 4 by Acorn Capital Limited and
Hunter Hall Investment Management Limited, or an associate of Acorn Capital
Limited and Hunter Hall Investment Management Limited. However, we need not
disregard the vote if it is cast by a person as proxy for a person who is
entitled to vote, in accordance with the directions on the proxy form; or if it
is cast by such person chairing the meeting as proxy for a person who is
entitled to vote, in accordance with a direction on the proxy form to vote as
the proxy decides.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommend a vote FOR subsequent approval of the
issue of common stock.
PROPOSAL NO. 5
SUBSEQUENT APPROVAL OF THE ISSUE OF 625,000 SHARES OF COMMON STOCK
GENERAL
The fifth matter to be considered at the Special Meeting will be the
subsequent approval, pursuant to ASX Listing Rule 7.4, of the concluded issue of
625,000 shares of our common stock pursuant to a placement made through Linwar
Securities to Acorn Capital Limited, Herald Investment Management and Hunter
Hall Investment Management Limited, as described above.
The buyers purchased 625,000 shares at a price of $2.00 AUD per share
($1.30 USD), for aggregate proceeds of $1,250,000 AUD ($812,500 USD based on the
foreign exchange rate in effect on the date of the transaction). If the
resolution is approved, this issuance will be added to the base of shares used
to compute the 15% limit on the number of shares we may sell in the succeeding
12 months without further shareholder approval, under Australian Stock Exchange
Listing Rules.
Even if the shareholders do not subsequently approve this issue, the shares
will still be sold -- a disapproving vote will not "unwind" this sale.
5
VOTING EXCLUSION STATEMENT
We will disregard any votes cast on Proposal 5 by Acorn Capital Limited,
Herald Investment Management and Hunter Hall Investment Management Limited, or
an associate of the named investors. However, we need not disregard the vote if
it is cast by a person as proxy for a person who is entitled to vote, in
accordance with the directions on the proxy form; or if it is cast by such
person chairing the meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the proxy form to vote as the proxy decides.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommend a vote FOR subsequent approval of the
issue of common stock.
6
OWNERSHIP OF SECURITIES
The following tables set forth certain information regarding beneficial
ownership of our capital stock as of July 22, 2003 by:
- each person who is known by us to beneficially own more than five percent
of our common stock;
- our Chief Executive Officer and the four most highly compensated
executive officers that earned more than US$100,000 (salary and bonus)
for all services rendered in all capacities to Catuity during the year
ended December 31, 2002;
- each of our Directors; and
- all of our Directors and executive officers as a group.
AMOUNT AND NATURE OF
COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) PERCENT OWNED(2)
- ------------------------------------ ---------------------- ----------------
Hunter Hall Investment Management Limited 909,300 Direct
GPO Box 4270 89,000 Vested Options
Sydney, NSW 2001 -------
Australia 998,300 10.7
Acorn Capital Limited .............................. 841,417 Direct
Level 12, 90 Collins Street 62,222 Vested Options
Melbourne 3000 Vic. ------
Australia 903,639 9.7
Duncan P.F. Mount .............................. 504,000 Direct
8 Longworth Avenue 50,000 Vested Options
Point Piper, NSW 2027 -------
Australia 554,000 5.9
David Mac. Smith.................................. 251,417 Direct
3/37 Dover Rd 150,000 Vested Options
Rose Bay, NSW 2029 -------
Australia 401,417 4.3
Michael V. Howe................................... 18,994 Direct
62 Hampton Road 319,000 Vested Options
Grosse Pointe Shores, MI 48230 -------
337,994 3.5
Alexander S. Dawson............................... 225,000 Direct
38 Macleay Street 20,000 Vested Options
Potts Point, NSW 2011 -------
Australia 245,000 2.6
John H. Lowry III................................. 4,355 Direct
21972 Heatheridge 110,000 Vested Options
Northville, MI 48167 -------
114,355 1.2
Anthony B. Garton................................. 10,560 Direct
2700 Clarendon Blvd. #211 20,000 Vested Options
Arlington, VA 21146 ------
30,560 *
Jonathan R.E. Adams............................... 4,156 Direct
10 Riggs Avenue 30,000 Vested Options
Severna Park, MD 21146 ------
34,156 *
Alan L. Gilman.................................... 4,000 Direct
4720 Morris Lake Circle 20,000 Vested Options
West Bloomfield, MI 48323 ------
24,000 *
Douglas G. Kilgour................................ 3,738 Direct
1321 Orleans #1213 2,500 Vested Options
Detroit, MI 48207 -----
6,238 *
All directors and executive officers as a group
(9 persons).................................... 1,026,220 Direct
721,500 Vested Options
---------
1,747,720 17.2%
7
- --------------
(1) 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. Shares of common stock subject to options,
warrants or other rights to purchase which are currently exercisable or are
exercisable within 60 days after July 25, 2003 are deemed vested and outstanding
for purposes of computing the percentage ownership of any other person. Except
as indicated by footnotes and subject to community property laws, where
applicable, the persons named above have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them. Share
data does not include any Shares the beneficial ownership of which has been
disclaimed pursuant to SEC Rules.
(2) Percentage of Beneficial Ownership is calculated on the basis of the amount
of outstanding securities plus those securities of the named person deemed to be
outstanding under Rule 13d-3 (promulgated under the Securities and Exchange Act
of 1934, as amended) by virtue of such securities being subject to rights to
acquire beneficial ownership within 60 days after July 25, 2003. An asterisk
indicates beneficial ownership of less than 1% of the common stock outstanding.
SHAREHOLDER PROPOSALS FOR 2004 PROXY STATEMENT
Shareholder proposals that are intended to be presented at the Company's
Annual Meeting of Shareholders to be held in 2004 must be received by the
Company no later than December 12, 2003 in order to be included in the proxy
statement and related proxy materials. The Company's Bylaws do not place any
particular time limits or procedural requirements on a shareholder who does not
seek inclusion of the proposal in the proxy material and submits a proposal
outside of the process described in Rule 14a-8 of the Securities Exchange Act of
1934, as amended. Please send any such proposals to Catuity Inc., 2711 E.
Jefferson Ave, Detroit, Michigan 48207, Attn: Investor Relations.
In addition, the proxy solicited by the Board of Directors for the 2004
Annual Meeting of Shareholders will confer discretionary authority to vote on
any Shareholder proposal presented at that meeting, unless the Company is
provided with notice of such proposal no later than February 16, 2004.
FORM 10-K
THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
2002, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES, AND LIST OF EXHIBITS.
REQUESTS SHOULD BE SENT TO CATUITY INC., 2711 E. JEFFERSON AVE, DETROIT,
MICHIGAN 48207, ATTN: INVESTOR RELATIONS.
OTHER MATTERS
The Board knows of no other matters to be presented for Shareholder action
at the Annual Meeting. However, if other matters do properly come before the
Annual Meeting or any adjournments or postponements thereof, the Board intends
that the persons named in the proxies will vote upon such matters in accordance
with their best judgment.
By Order of the Board of Directors
/s/ John H. Lowry
JOHN H. LOWRY III
Secretary
Dated: August 7, 2003
8
CATUITY INC. PROXY FORM
ARBN 089 327 882 ALL CORRESPONDENCE TO:
Computershare Investor Services Pty Limited
GPO Box 7045 Sydney
New South Wales 1115 Australia
Enquiries (within Australia) 1300 855 080
Mark this box with an "X" if you have made any changes (outside Australia) 61 3 9615 5970
to your name or address details (see reverse) [X] Facsimile 61 2 8234 5050
www.computershare.com
[BAR CODE]
000001
MR JOHN SMITH
FLAT 123 Securityholder Reference Number (SRN)
123 SAMPLE STREET
SAMPLEVILLE VIC 3030 [BAR CODE]
CAT
APPOINTMENT OF PROXY | 1234567890 | ND
I/We being a member/s of Catuity Inc. and entitled to attend and vote hereby appoint
[X] the Chairman ----------------------------------- Write here the name of the person you are
of the Meeting, OR | | appointing if this person is someone other
(mark with an "X") ----------------------------------- than the Chairman of the Meeting.
or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy and to vote in accordance with
the following directions (or if no directions have been given, as the proxy sees fit) at the Special Meeting of Catuity Inc. to be
held at AAP Theatrette, AAP Centre, 259 George Street, Sydney NSW 2000 on Tuesday 16 September 03 at 9:30am and at any adjournment
of that meeting.
IMPORTANT
TO ENSURE YOUR PROXY VOTES COUNT, YOU SHOULD MARK THIS BOX.
[X] By marking this box, when you have not directed your proxy how to vote below, you acknowledge that the Chairman of
the Meeting (whether nominated or by default), acting as your proxy, may exercise your undirected proxy votes even
if he has an interest in the outcome of each resolution which carries a voting exclusion, and that votes casts by
him, other than as a proxyholder, will be disregarded because of those interests. The Chairman of the Meeting
intends to vote undirected proxies in favour of each such resolution. If you direct your proxy how to vote, it is
not necessary to mark this box.
VOTING DIRECTIONS TO YOUR PROXY - PLEASE MARK [X] TO INDICATE YOUR DIRECTIONS
FOR AGAINST ABSTAIN*
1. To approve a proposed issue
of [196,000] shares [ ] [ ] [ ]
2. To approve a proposed issue
of [2,179,000] shares [ ] [ ] [ ]
3. To approve a concluded issue
of [90,000] shares [ ] [ ] [ ]
4. To approve a concluded issue
of [453,666] shares [ ] [ ] [ ]
5. To approve a concluded issue
of [625,000] shares [ ] [ ] [ ]
* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or
on a poll, or if your voting entitlement cannot be voted by the Chairman of the Meeting, your votes will not be counted in computing
the required majority on a poll.
APPOINTING A SECOND PROXY
I/We wish to appoint a second proxy
Mark with an "X" if you State the percentage of your rights or the number
[X] wish to appoint a second AND ________% OR ________________ of securities for this Proxy Form.
proxy.
AUTHORIZED SIGNATURE/S This section MUST be signed in accordance with the instructions overleaf to enable your directions
to be implemented.
INDIVIDUAL OR SECURITYHOLDER 1 SECURITYHOLDER 2 SECURITYHOLDER 3
- - - -------------------------------------- ---------------------------------------- ---------------------------------
| | | | | |
- - - -------------------------------------- ---------------------------------------- ---------------------------------
INDIVIDUAL/SOLE DIRECTOR AND DIRECTOR DIRECTOR/COMPANY SECRETARY
SOLE COMPANY SECRETARY
------------------------------------------- ------------------------------------------ -----/-----/-----
CONTACT NAME CONTACT DAYTIME TELEPHONE DATE
C A T 7 P R
HOW TO COMPLETE THE PROXY FORM
1 YOUR NAME AND ADDRESS
This is your name and address as it appears on the share register of
Catuity Inc.. If this information is incorrect, please mark the box and
make the correction on the form. Securityholders sponsored by a broker
should advise their broker of any changes. PLEASE NOTE, YOU CANNOT CHANGE
OWNERSHIP OF YOUR SECURITIES USING THIS FORM.
2 APPOINTMENT OF A PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the
box. If the person you wish to appoint as your proxy is someone other than
the Chairman of the Meeting please write the name of that person. If you
leave this section blank, or your named proxy does not attend the meeting,
the Chairman of the Meeting will be your proxy and vote on your behalf. A
proxy need not be a securityholder of Catuity Inc..
3 VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by placing a mark in one of the three
boxes opposite each item of business. All your securities will be voted in
accordance with such a direction unless you indicate only a portion of
voting rights are to be voted on any item by inserting the percentage or
number of securities you wish to vote in the appropriate box or boxes. If
you do not mark any of the boxes on a given item, your proxy will vote as
he or she chooses. If you mark more than one box on an item your vote on
that item will be invalid.
4 APPOINTMENT OF A SECOND PROXY
If you wish to appoint a second proxy, an additional Proxy Form may be
obtained by telephoning the share registry of Catuity Inc. or you may copy
this form.
To appoint a second proxy you must:
(a) indicate that you wish to appoint a second proxy by marking the
box.
(b) on each of the first Proxy Form and the second Proxy Form state
the percentage of your voting rights or number of securities
applicable to that form.
(c) return both forms together in the same envelope.
5 AUTHORIZED SIGNATURE(S)
You must sign this form as follows in the spaces provided:
Joint Holding: where the holding is in more than one name all of
the holders must sign.
Power of Attorney: if signed under a Power of Attorney, you must
have already lodged it with the registry, or
alternatively, attach a certified photocopy of
the Power of Attorney to this Proxy Form when you
return it.
Companies: a Director can sign jointly with another Director
or a Company Secretary. A sole Director who is
also a sole Company Secretary can also sign. A
sole Director of a corporation without a Company
Secretary can sign, pursuant to s204A of the
Corporations Act 2001. Please indicate the office
held by signing in the appropriate space.
If a representative of the corporation is to attend the meeting the
appropriate "Certificate of Appointment of Corporate Representative" should
be produced prior to admission. A form of the certificate may be obtained
from the share registry of Catuity Inc..
LODGEMENT OF A PROXY
This Proxy Form (and any Power of Attorney under which it is signed) must
be received not later than 48 hours before the commencement of the meeting.
Any Proxy Form received after that time will not be valid for the scheduled
meeting.
DOCUMENTS MAY BE LODGED :
- - - - By posting, delivery or facsimile to the Company's share registry at the
address opposite, or
- - - - By delivery or facsimile to the Registered Office of Catuity Inc being
Level 4 Ballarat House
68-72 Wentworth Avenue
Surry Hills NSW 2010 Australia
Facsimile : 61 2 92811242
Catuity Inc. share registry
Computershare Investor Services Pty Limited
GPO Box 7045
Sydney New South Wales 1115
Australia
Facsimile 61 2 8234 5050
PROXY - CATUITY, INC.
LEVEL 4 BALLARAT HOUSE
68-72 WENTWORTH AVE.
SURRY HILLS, NSW 2010 AUSTRALIA
2711 E. JEFFERSON AVE.
DETROIT, MI 48207 USA
MEETING DETAILS
AAP THEATRETTE, AAP CENTRE, 259 GEORGE STREET, SYDNEY, NSW 2000 AUSTRALIA
The Chairman of the meeting is hereby authorized to represent and vote the
shares of the undersigned, with all the powers which the undersigned would
possess if personally present, at the Special Meeting of Shareholders of
Catuity, Inc. to be held on September 15, 2003 at 7:30 p.m. Eastern Daylight
Time in the United States and September 16, 2003 at 9:30 a.m. Australian Eastern
Standard Time or at any postponement or adjournment thereof.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED BY THE SHAREHOLDER. IF NO SUCH
DIRECTIONS ARE INDICATED, THE PROXIES WILL HAVE AUTHORITY TO VOTE FOR APPROVAL
OF THE SHARE SALE IN ITEMS 1,2,3,4, AND 5.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
(Continued and to be voted on reverse side.)
000000 0000000000 0 0000
CATUITY, INC. 000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1
ADD 2 HOLDER ACCOUNT NUMBER
ADD 3
ADD 4 C 1234567890 J N T
ADD 5
ADD 6
[BAR CODE]
Use a black pen. Mark with Mark this box with an X if you have made changes
an X inside the grey areas [X] [ ] to your name or address details above.
as shown in this example.
- - ----------------------------------------------------------------------------------------------------------------------------------
SPECIAL MEETING PROXY CARD
- - ----------------------------------------------------------------------------------------------------------------------------------
A. The Board of Directors recommends a vote FOR the following proposals.
FOR AGAINST ABSTAIN
1. Approve proposed 196,000 share issue [ ] [ ] [ ]
2. Approve proposed 2,179,000 share issue. [ ] [ ] [ ]
3. Approve concluded 90,000 share issue. [ ] [ ] [ ]
4. Approve concluded 453,666 share issue. [ ] [ ] [ ]
5. Approve concluded 625,000 share issue. [ ] [ ] [ ]
B. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR INSTRUCTIONS TO BE EXECUTED.
NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as
attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.
Signature 1 - Please keep signature within the box Signature 2 - Please keep signature within the box Date (dd/mm/yyyy)
- - ------------------------------------------------- --------------------------------------------------- -----------------------
| | | | | / / |
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