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:
[X] Preliminary Proxy Statement
[ ] Confidential, for use by the Commission Only (as permitted by
Rule 14e-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
IVP TECHNOLOGY CORPORATION
--------------------------
(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 the 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):
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[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset 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
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1. Amount Previously Paid:
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4. Date Filed:
PRELIMINARY PROXY
IVP TECHNOLOGY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
November 16, 2001
DATE and TIME: Friday, November 16th, 2001 at 10 a.m.
PLACE: Four Seasons Hotel, 3890 Las Vegas Boulevard South,
Las Vegas Nevada
ITEMS OF BUSINESS:
(1) To amend our Articles of Incorporation to increase the number of
shares of common stock we are authorized to issue to 150,000,000 shares and add
a class of preferred stock consisting of 50,000,000 shares.
(2) To elect five (5) directors to hold office until the 2002 Annual
Meeting and until their successors are elected and qualify.
(3) To ratify the selection of Weinberg & Company, P.A. as our
independent public accountants for the year ending December 31, 2001
(4) To consider such other business as may properly come before the
meeting.
RECORD DATE: You are entitled to vote if you were a shareholder of record at
the close of business on October 5th, 2001.
ATTENDANCE IN PERSON: If you were a shareholder of record on the record date,
you are entitled to, and we would be delighted if you would, come to and vote at
the meeting in person.
VOTING BY PROXY: Please send in your proxy (or voting instructions to your
broker) as soon as possible so that your shares can be voted at the meeting in
accordance with your instructions. Please refer to the questions and answers
beginning on page 2 and the instructions on the proxy card.
By order of the Board of Directors
John Trainor,
Corporate Secretary
October 5, 2001
IVP TECHNOLOGY CORPORATION
54 Village Centre Drive, Suite 300
Mississauga, Ontario
Canada L4Z 1V9
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PRELIMINARY
PROXY STATEMENT
YOUR VOTE IS VERY IMPORTANT. PLEASE SEND IN YOUR PROXY AS SOON AS POSSIBLE SO
THAT YOUR SHARES CAN BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR
INSTRUCTIONS, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF
SHAREHOLDERS IN PERSON. THIS PROXY STATEMENT DESCRIBES THE MATTERS TO BE VOTED
ON AND CONTAINS SPECIFIC INSTRUCTIONS TO FACILITATE YOUR VOTING.
Your Board of Directors is soliciting proxies for the 2001 Annual
Meeting of Shareholders of IVP Technology Corporation to be held on November
16th, 2001. We are distributing this Proxy Statement to shareholders about
October 25th, 2001. We are sending to you our Annual Report on Form 10-KSB that
describes the business of our company and which includes audited financial
statements for the year ended December 31, 2000, and Quarterly Reports on Form
10-Q for the quarters ended March 31, 2001 and June 30, 2001, together with this
Proxy Statement.
SOME QUESTIONS AND ANSWERS
WHAT AM I BEING ASKED TO VOTE ON?
You are being asked to vote on:
(1) ratification of an amendment to our Articles of Incorporation to increase
the number of shares of common stock we are authorized to issue to 150,000,000
shares and add a class of preferred stock consisting of 50,000,000 shares.
(2) the election of five (5) directors;
(3) ratification the Board's selection of Weinberg & Company, P.A.. as our
auditors for the fiscal year ending December 31, 2001; and
Your grant of a proxy will also confer on the holders of the proxy authority to
vote in their best judgment on any other matters that may properly come before
the meeting.
HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE ON THE PROPOSALS?
The Board recommends a vote FOR the amendments to the Articles of Incorporation
to increase the number of shares of common that we are authorized to issue and
add a class of preferred stock; FOR each of its nominees for election as
directors; and FOR ratification of the Board's selection of Weinberg & Company,
P.A. as our auditors.
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WHO IS ENTITLED TO VOTE?
You are entitled to vote if you were the owner of shares of our common stock at
the close of business on October 5th, 2001, the record date for voting. This
includes (1) shares held on that date directly by you as the shareholder of
record and (2) shares held on that date for your account as beneficial owner by
a broker, bank or other nominee.
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS
A BENEFICIAL OWNER?
If the shares are registered directly in your name on the records maintained by
our transfer agent, Pacific Stock Transfer Company, you are the shareholder of
record of those shares and we are sending the proxy materials directly to you.
As the shareholder of record, you are entitled to vote these shares in person at
the meeting or to designate a proxy to vote for you. We have enclosed a proxy
card to permit you to instruct the proxy holder on how to vote your shares. If
your shares are held in a brokerage account or by a bank or other nominee, those
shares are registered on the records maintained by the transfer agent in the
name of the broker, bank or other nominee. The broker, bank or other nominee
shares held like that are frequently referred to as being held in "street name."
If your shares are held in street name, the broker, bank or other nominee is the
holder of record and will get the proxy materials from us in sufficient
quantities to pass on a set to you. You, as the beneficial owner, have the right
to direct the broker, bank or other nominee on how to vote and you are invited
to attend the meeting if you want to. Nevertheless, if you do attend, you will
be entitled to vote only if the record holder of these shares appoints you as
its proxy. Your broker, bank or other nominee has enclosed a voting instruction
card so that you can give instructions on how to vote your shares.
HOW DO I VOTE?
Shareholders may vote their shares at the Annual Meeting either in person or by
proxy. Since many shareholders may be unable to attend the meeting in person, we
send to all shareholders of record cards that permit them to designate proxies
to represent them at the meeting and to direct the designated proxies on how to
vote. Brokers, banks and nominees also send cards to beneficial owners to permit
them to provide instructions as to how they wish their shares to be voted.
HOW DO I VOTE BY MAIL?
Shareholders of record who wish to vote by mail should complete the enclosed
proxy card to indicate their voting instructions and then sign, date and mail
the proxy card in the postage-paid envelope provided. Beneficial owners may
direct their vote by mail by completing, signing and returning the voting
instruction card provided by their broker, bank or nominee.
HOW DO I VOTE AT THE ANNUAL MEETING?
We will pass out ballot papers to any shareholder of record who wants to vote in
person at the Annual Meeting rather than by proxy. If you hold your shares
through a broker, bank or
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nominee, you must obtain a proxy from that institution to enable you to vote in
person at the meeting.
WHOM AM I DESIGNATING AS MY PROXY?
You will be designating John Maxwell, our President and sole director, and
Thomas Chown, our general counsel in Canada, as proxies to vote your shares in
accordance with your instructions.
HOW WILL MY PROXY VOTE MY SHARE?
The designated proxies will vote according to your instructions as indicated on
the proxy card. If you sign your proxy card but do not indicate voting
instructions on one or more of the business matters listed, the proxies will
vote all uninstructed shares in accordance with the recommendations of the
Board.
MAY I REVOKE MY PROXY?
You may revoke or amend your proxy in one of two ways:
(1) By attending the Annual Shareholders Meeting in person, revoking your proxy
at that time and either voting the shares yourself or appointing a new person to
act as your proxy; or
(2) By sending a letter to the company at its principal offices in Mississauga,
Canada signed by each of the registered shareholders indicating your intention
to revoke or amend the proxy. If you intend to amend the proxy, please advise us
as to the exact amendments you wish to make. Letters intended to revoke or amend
a proxy must be postmarked no later than November 3rd, 2001 and must be received
by the company by November 9th, 2001.
HOW MANY SHARES CAN VOTE?
As of the record date, we had issued and outstanding 48,767,348 shares of common
stock. The holders of these shares are each entitled to one vote for each share
held.
HOW MANY SHARES NEED TO BE REPRESENTED FOR THE MEETING TO CONDUCT BUSINESS?
The meeting can conduct business only if the holders of a majority of the shares
outstanding on the record date are present at the meeting in person or by proxy.
Both abstentions and broker non-votes are counted as present for the purpose of
determining the presence of a quorum. Abstentions are also counted as shares
present and entitled to be voted. Broker non-votes, however, are not counted as
shares present and entitled to be voted with respect to the matter on which the
broker has expressly not voted. Generally, a broker will not vote shares that it
holds for a beneficial owner for or against a particular proposal if (1) the
broker has not received voting instructions from the beneficial owner and (2)
under the rules applicable to the broker it is not allowed to vote on the
particular proposal without voting instructions.
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HOW MANY VOTES ARE NEEDED FOR MATTERS TO BE ADOPTED AT THE MEETING?
For a person to be elected a director, that person must receive the affirmative
vote of a majority of the shares present or represented at the meeting. The
other matters to be voted on will be declared adopted if they receive the
affirmative vote of a majority of the shares present or represented at the
meeting.
IS CUMULATIVE VOTING ALLOWED IN THE ELECTION OF DIRECTORS?
No. Each share is entitled to one vote in the election of directors as on every
other matter.
WHO WILL COUNT THE VOTES?
Your Corporate Secretary will count the votes unless a shareholder present at
the meeting requests count by inspectors of election, in which event the
Chairman of the meeting will appoint two inspectors, who may but need not be
shareholders, to effect the count.
WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
The Chairman will announce the results of the meeting. In addition, we will
publish them on our web site - www.ivptechnology.com - and in our annual report
on Form 10-K for the 2001 fiscal period that we expect to file with the SEC by
April 30, 2002.
WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETING?
IVP Technology Corporation will pay the entire cost of preparing, assembling,
printing, mailing and distributing these proxy materials. In addition to mailing
these proxy materials, our directors and officers, who will not receive any
additional compensation for their soliciting activities, may seek to contact
shareholders by telephone or other electronic means. We will also reimburse
brokers, and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses incurred by them in forwarding proxy materials to
shareholders.
MAY I PROPOSE ACTIONS FOR CONSIDERATION AT FUTURE SHAREHOLDER MEETINGS,
INCLUDING DIRECTOR NOMINATIONS?
You may submit proposals for consideration at future shareholder meetings,
including director nominations.
PROPOSALS: In order for a shareholder proposal to be considered for inclusion in
the proxy statement for our next year's Annual Meeting, our Corporate Secretary
must receive the written proposal by no later than March 31, 2002. Any such
proposal will need to comply with SEC regulations regarding the inclusion or
shareholder proposals in company-sponsored proxy materials. You may also move
the adoption of proposed resolutions from the floor at the Annual Meeting, but
then you should not expect proxies to vote in favor of it.
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NOMINATIONS OF DIRECTOR CANDIDATES: You may suggest director candidates for
consideration by our Board. Any such suggestion should be addressed to our
Corporate Secretary. You may also make a director nomination from the floor at
the Annual Meeting, but then you should not expect proxies to be voted in favor
of your nominee.
COMMON STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders
The following table tells you, as of October 5th, 2001, about:
o Each beneficial owner of more than 5% of our common stock;
o Beneficial ownership of shares of our common stock by each of our
current directors and officers; and beneficial ownership of shares of
our common stock by all of our directors and officers as a group.
For the purpose of this table, the beneficial ownership of a person
includes shares as to which that person has sole or shared voting or investment
power as well as shares that the person has the right to acquire within 60 days
(such as upon conversion of convertible securities or exercise of warrants or
options) as of October 5th, 2001. For the purpose of calculating the ownership
percentages, we have considered to be outstanding both the total number shares
actually outstanding on October 5th, 2001 and the total number of shares that
various people then had the right to acquire within 60 days.
Number of Shares Percentage of
of Common Stock Outstanding
Name Owned Beneficially Common Shares
---- ------------------ -------------
John Maxwell 200,000 *
John Trainor 200,000 *
Directors and officers
as a group (2 persons) 400,000 *
* Less than 1%.
Board of Directors Committees.
The Board of Directors does not have a Compensation, Audit or
Nominating Committee, and the usual functions of such committees are performed
by the entire Board of Directors.
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Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and executive officers, and persons who
own more than ten percent (10%) of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of common stock and other
equity securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
To the best of the Company's knowledge, based solely upon its review of
the copies of such reports furnished to the Company for the year ended December
31, 2000, Forms 3, 4 or 5 required to be filed pursuant to Section 16(a) of the
Exchange Act were filed in an untimely fashion as follows: in 2001 Mr. Maxwell
filed a Form 3 in October 2001 which should have been filed in May 2000; John
Trainor filed a Form 3 in October 2001 which should have been filed in May 2000;
and Edgar Clarke filed a Form 5 in October 2001 reflecting his resignation in
June 2000
Board Meetings.
The Board of Directors held no actual meetings during 2000. The Board,
however, was active and took fourteen (14) formal actions by unanimous written
consent. The Board was not divided into committees. As of the year-end, none of
the directors then in office were in full compliance with their filing
obligations under Section 16(a) of the Securities Exchange Act of 1934, but at
the date of this Proxy Statement are in the process of bringing themselves into
compliance.
ITEM OF BUSINESS NO. 1
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF
THE COMPANY AND A CLASS OF PREFERRED STOCK
Your Board of Directors has adopted a resolution to amend our Articles
of Incorporation, subject to the approval of the shareholders, to increase the
number of shares of common stock the company is authorized to issue from
50,000,000 shares to 150,000,000 shares and to add a class of blank check
preferred stock consisting of 50,000,000 shares having a par value of $.001 per
share.
As of October 5th, 2001, there were 48,767,348 outstanding shares of
Common Stock and 1,232,652 shares of common stock authorized for issuance.
However, there is outstanding a promissory note the principal amount of which
($200,000) along with accrued interest ($30,303.27 at October 15th, 2001), is
convertible into shares of Common Stock at a conversion price equal to eighty
percent (80%) of the average closing bid price per share of Common Stock over a
ten day period prior to conversion. If the holder of the promissory note elected
to convert
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the note and accrued interest as of today, we would be required to issue
3,198.656 shares of common stock to this entity, more shares than are available
for issuance.
Since we acquired the right to market PowerAudit software in 1999, we
have been unable to implement an effective marketing program. In fact, we have
sold only a limited number of units to date. Over the last two years, we have
attempted, unsuccessfully, to identify personnel qualified to market PowerAudit
or engage an independent entity to market our product. In August 2001, after
three months of meetings involving extensive due diligence exercises, management
commenced negotiations with a group capable of marketing PowerAudit and on
September 17, 2001 entered into an agreement to acquire all of the capital stock
of International Technology Marketing Inc. ("ITM"), a recently organized
corporation whose personnel have significant experience marketing computer
software. Two of these employees have agreed to stand for election as directors
of IVP, subject to certain conditions, including the approval of the amendment
to our Articles of Incorporation by our shareholders, and a brief description of
their employment history is included under proposal No. 2, Election of
Directors. As the parent of ITM, we will have the right to direct the actions of
its five employees, each of whom is party to a three year employment agreement
with ITM wherein they will devote their entire business time to ITM's business.
Our Board will direct ITM's employees as they assume the senior management
positions of IVP to market and sell PowerAudit as well as any derivative
products developed or complementary products acquired. In consideration of the
sale of the shares of ITM to us, we will issue 50,000,000 shares of common stock
to ITM and guaranty all payments under three-year employment agreements ITM has
with its five employees, aggregating CANADIAN$336,000 per annum (which amount is
subject to increase in later years depending upon ITM's success marketing
PowerAudit), plus variable compensation to be determined in the future. The
50,000,000 shares of common stock issued to ITM would be held in escrow and
released to it only at such times as we achieve specified levels of gross
revenues and gross sales of PowerAudit. If we achieve cumulative revenues of
$500,000 attributable to the sale of all products and services including
PowerAudit, we will release 10,000,0000 shares of common stock to ITM; if we
achieve cumulative revenues solely attributable to the sale of PowerAudit of
$500,000, we will release 10,000,0000 shares of common stock to ITM; if we
achieve cumulative revenues solely attributable to the sale of PowerAudit of
$2,000,000, we will release 10,000,0000 shares of common stock to ITM; if we
achieve cumulative revenues solely attributable to the sale of PowerAudit of
$6,000,000, we will release 10,000,0000 shares of common stock to ITM; if we
achieve cumulative revenues of $16,200,000 attributable to the sale of all
products and services including PowerAudit, we will release the remaining
10,000,0000 shares of common stock to ITM.
The agreement with ITM will take effect only if we can (i) obtain the
approval of our shareholders to increase the number of shares of common stock we
are authorized to issue and (ii) secure or receive a commitment for financing
that would yield a minimum of $500,000 to us at or about the date the ITM
agreement takes effect.
We are negotiating an agreement to secure up to $5,500,000 of financing
that we hope will be available at about the time the ITM agreement would become
effective. This agreement will require us to issue more shares of common stock
than we have available for issuance and, therefore, is predicated upon
increasing the number of shares of common stock we are authorized
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to issue. Further, we anticipate that the obligation of the entity providing the
funding will be conditioned upon the effectiveness of the ITM agreement and the
benefits that would inure to our company thereunder.
If we are to provide for the issuance of shares of Common Stock upon
conversion of the promissory note and obtain the benefits of the two agreements
described above, our shareholders will have to approve an increase the number of
shares of common stock that we are authorized to issue.
Other than shares of common stock issuable in connection with the
potential conversion of the promissory note and the agreements described above,
your Board of Directors has no specific plans at this time to issue any
additional shares of common stock, however, one can foresee some situations in
which it might become advantageous to do so. For example:
o We may wish to raise additional capital for our operations through the
sale of common stock.
o We may wish to compensate officers and consultants by issuing them
shares of common stock, a practice in which we have engaged in the
past. As the shareholders are aware from reading our financial reports,
because we have so far generated only limited revenues, we have been
required to pay many of our expenses, such as compensation of officers
and consultants, in shares of our common stock. As of the date hereof,
we do not have sufficient cash available to pay our obligations.
Accordingly, the practice of paying officers and consultants in shares
of common stock may continue and we have no shares of common stock
available for such purpose.
o We may be required or find it advantageous to issue shares of common
stock in connection with transactions that may be beneficial to us.
Approval of the amendment to the Articles of Incorporation to increase
the number of shares of common stock authorized is important to our company
because:
o We will not receive the financing we require to fund our operations and
the receipt of which is a condition precedent to the effectiveness of
the acquisition agreement described below.
o We will not obtain the benefits of an agreement previously approved by
our Board of Directors under which ITM has agreed to market PowerAudit
because the agreement provides that it will not take effect unless and
until IVP amends its Articles of Incorporation to increase the number
of shares of common stock we are authorized to issue and add a class of
preferred stock; and
o The relatively small remaining number of authorized shares of common
stock that we currently are permitted to issue (1,232,652 shares),
assuming the that the promissory note described above is not converted,
will impair our ability to enter into transactions that may be
beneficial to us, including raising capital through the sale of equity,
whereas,
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after the amendment we will be able to issue 101,232,652 shares of
common stock authorized for issuance in connection with these potential
transactions.
An amendment to the Articles of Incorporation that increases the total
number of shares available for issuance would afford the corporation flexibility
in several key areas.
It is for these reasons that your Board of Directors believes that it
is a good idea to amend our Articles of Incorporation as described herein and
have some authorized but unissued common shares available.
The additional shares of common stock to be authorized for issuance
upon the adoption of the amendment would possess rights identical to the
currently authorized common stock. The stockholders of common stock are entitled
to one vote for each share held of record on all matters to be voted on by the
stockholders. All voting is on a non-cumulative basis. The stockholders of
common stock do not have any preemptive rights, conversion rights, or applicable
redemption or sinking fund provisions. The amendment to authorize the issuance
of additional shares of common stock will not have any effect on the par value
of the common stock.
If the shareholders approve the recommended amendment to our Articles
of Incorporation, it would have the effect of authorizing the Board of Directors
to issue the additionally authorized shares without further action by the
shareholders, except as may be required in a specific case by applicable law or
the regulations of any stock market on which our outstanding shares are listed.
The issuance of additional shares of common stock could reduce existing
shareholders' percentage ownership and voting power in IVP and, depending on the
transaction in which the shares are issued, could affect the per share book
value or other per share financial measures. The availability of additional
shares of common stock could discourage, or make more difficult, efforts to
obtain control of the company.
The preferred stock to be authorized would be "blank check" stock, in
that these shares would be authorized with no specific designation. The board of
directors would have the authority, without further approval of our
stockholders, to issue preferred stock, having such rights, preferences and
privileges as the board of directors may determine. The board of directors may
designate any or all of these shares without shareholder consent and may afford
such voting and other preferences which designations may give the holders of the
preferred stock voting control and other preferred rights such as to liquidation
and dividends.
As to the issuance of preferred shares, the effect would depend on the
terms on which they were issued. The terms of any series of preferred stock,
which may include priority claims to assets upon liquidation and dividends and
special voting rights, could adversely affect the rights of holders of the
common stock and thereby reduce the value of the common stock, and conversion
rights could be dilutive. The designation and issuance of preferred stock
favorable to current management or shareholders could make the possible takeover
of us or the removal of our management more difficult and discharge hostile bids
for control of us which bids might have provided shareholders with premiums for
their shares. The authority of the board of directors to issue preferred shares
without shareholder consent may have a depressive effect on
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the market price of our common stock even prior to any designation or issuance
of the preferred stock. Having the flexibility to issue a significant number of
preferred shares on negotiated terms is particularly useful in the context of
acquisitions of the stock or assets of other companies, opportunities for which
may from time to time be presented to us.
If approved by the shareholders, the amendment of the Articles of
Incorporation will become effective upon the filing of Articles of Amendment
with the Department of Corporations of the State of Nevada.
YOUR BOARD URGES A VOTE FOR THE AMENDMENT OF THE ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THE COMPANY IS
AUTHORIZED TO ISSUE FROM 50,000,000 SHARES TO 150,000,000 SHARES AND ADD A CLASS
OF PREFERRED STOCK.
VOTE REQUIRED
To be approved and go into effect, the amendment of the Articles of
Incorporation to increase the authorized capital stock of IVP Technology
Corporation requires the affirmative vote of A MAJORITY OF THE NUMBER OF SHARES
ISSUED AND OUTSTANDING ON THE RECORD DATE.
ITEM OF BUSINESS NO. 2
ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to elect as directors
the five nominees named below, unless authority to vote for the election of any
or all of the nominees is withheld by marking the proxy to that effect.
Dr. Michael R. Sidrow, Robert M. King and J. Stephen Smith have
indicated their willingness to serve, if elected. Peter Hamilton and Brian
MacDonald have indicated their willingness to serve, if elected, PROVIDED that
our shareholders vote to amend our Articles of Incorporation to increase the
number of shares of common stock we are authorized to issue and to add a class
of preferred stock. If any nominee should be unable to serve or for good cause
will not serve, the proxies may be voted for a substitute nominee designated by
management.
Each director will be elected to hold office until the next annual
meeting of stockholders or until his successor is elected and qualified.
NOMINEES
Certain information about the nominees to serve as our directors is set
forth below.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION TO THE BOARD OF EACH
OF THE FOLLOWING NAMED PERSONS.
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VOTE REQUIRED
The five persons who receive the highest number and a majority of the
votes cast by shareholders present at the meeting in person or by proxy will be
elected directors of IVP, to hold office until the next annual meeting and until
their successors are elected and qualified.
Nominee Business Experience
------- -------------------
Peter Hamilton Mr. Hamilton has been involved in the
software industry since 1984. He currently
is the Vice-President and co-founder of
International Technology Marketing Inc, a
recently organized corporation formed for
the purpose of entering into the transaction
with IVP. Most recently, since 1999, he
served as the President of Springboard
Technology Solutions Inc. and prior thereto
as its Vice-President - Sales and
Consulting. Springboard is a network
solutions, web applications developer and
Internet services provider for mid sized
businesses and non-profit organizations.
Springboard develops applications that
create or assist processes that enhance
productivity and profitability. Prior to
joining Springboard, from 1995 to 1998, Mr.
Hamilton was the President, Chief Executive
Officer and majority shareholder of Lava
Systems Inc. Lava Systems is a multinational
software company engaged in document
management, imaging and work flow space that
designed and built a software product that
captured a number of international awards
and was acknowledged as the best new product
at the AIIM/96 show in Chicago. During his
tenure at Lava, he participated in assisting
the company to raise over Canadian$36
million and commence trading its securities
on the Toronto Stock Exchange. While he was
President of Lava, he oversaw the company's
expansion of its operations into Europe,
Australia, U.S. and Canada and developed
business partners located in South America,
South Africa, the Middle East and
Scandinavia. From 1990 to 1995, Mr. Hamilton
served in several capacities for Softkey
Software International which in his last
year of service achieved annual sales of
approximately $300 million. Prior to leaving
SoftKey, he was the Senior Vice President of
Operations and was responsible for operating
all aspects of that company's business,
including manufacturing, product
distribution, information systems, finance,
customer support, technical support and
product data management/marketing. At
SoftKey, he was
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responsible for integrating 15 new
businesses into SoftKey's operations.
Brian MacDonald Mr. MacDonald has been involved in the
software industry since 1995 when he
co-founded, with Mr. Hamilton, Springboard
Technologies Solutions Inc, a Toronto based
network solutions and web applications
developer and internet provider for mid
sized businesses and non-profit
organizations. Springboard develops
applications that create or assist processes
that enhance productivity and profitability.
From 1995 through 1998, he served as the
Executive Vice President - Corporate
Development and Chief Financial Officer of
Lava Systems Inc., a multinational software
company in engaged in document management,
imaging and work flow space with offices in
Toronto, Chicago, London, Sydney. While at
Lava Systems, Mr. MacDonald participated in
raising an aggregate of Canadian$36 million
for that company. He also negotiated and
acquired four companies; three in the U.K.
and one in Australia and negotiated many VAR
and large-scale license agreements for
software distribution. He currently is the
President and co-founder of International
Technology Marketing Inc, a recently
organized corporation formed for the purpose
of entering into the transaction with IVP
Dr. Michael Robert Sidrow Dr. Sidrow is widely recognized as a
visionary leader and a driving force in
developing business/IT strategies. For the
past year Dr. Sidrow has served as the
Executive Vice President/Operations and
Sales in the San Diego office of Ranger
Online Inc., a company that provides
internet intelligence, surveillance and
brand management services to leading
corporations and governments around the
world. Prior to joining Ranger, Dr. Sidrow
founded LaRRK Digital, a company specialized
in helping businesses design and implement
high performance e-commerce infrastructures
and manage their resulting business
operations. Dr Sidrow has also held senior
management positions with Predicate Logic, a
San Diego-based company with a suite of
automated data mining and reporting software
products and with Booz-Allen's World
Technology Business in San Diego where he
was latterly a Principal in the company. Dr.
Sidrow is a Captain in the U.S. Naval
Reserve. With 22 years of reserve-and
active service, he has in-depth knowledge of
the
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government IT-market and programs. Over the
past 14 years, his government clients have
included major military, state and local
government clients. In the course of his
career, Dr. Sidrow's work has centered on
the collection and use of information. He
has developed state-of-the-art wireless
capabilities for military applications. He
has designed and implemented data collection
for law enforcement agencies. From a
strategy perspective, Dr. Sidrow has
orchestrated corporate turnarounds, has
overseen rapid growth, and built successful
companies from start-up to acquisition. As a
member of the San Diego Regional Technology
Alliance he spearheaded high-level strategic
planning for a number of small businesses.
In community-related economic development
work, Dr. Sidrow served as the Co-Chair of
The San Diego Defense and Space Technology
Industry Cluster. He was a Member of the
Advisory Board of the San Diego Science and
Technology Council and a Member of the Board
of Directors of the San Diego Regional
Economic Development Corporation, the San
Diego Regional Technology Alliance and the
East County Economic Development Council.
For the San Diego Chapter of the National
Security Industrial Association, he served
as Chairman of the Navy's Research and
Development Division's Executive Forum. He
holds his Ph.D. from the University of
California Riverside.
Robert M. King Mr. King is the Senior Vice President, for
Magis Networks, Inc. ("Magis") overseeing
business & product development. Magis is
involved in the development of technology
that will distribute multiple streams of
broadband video, audio and data to any
device in the office or home. Mr. King has
over 20 years experience in business and
product management at Motorola, General
Instrument, SAIC and ACTV. He co-founded
three technology based start-ups. He also
directed the development and launch of a
video e-mail messaging product, and helped
position the product as the #1 system in its
category at the time. For General Instrument
Corporation (Motorola), Mr. King established
and built the Private Networks Business
Unit. He successfully introduced the first
digital, interactive broadband products to
Fortune 50 companies including Ford Motor
Company, Merrill Lynch, Wal-Mart, Target
Stores, PBS, and Microsoft. While at ACTV,
he negotiated funding for and led its Hyper
TV division, which developed a Java-based
product for
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TV/Internet-based applications. Mr. King was
also responsible for incorporating ACTV's
interactive technology into General
Instrument's digital set-top box
environment. Mr. King served seven years
with Science Applications International
Corporation (SAIC), where he held numerous
divisional and corporate positions including
Director, Telecommunications and Information
Systems. He was responsible for landing the
first contracts in the commercial
telecommunications / information systems
marketplaces for SAIC, and led the key
partnerships with Bellcore (acquired by SAIC
in 1996), HP, Sun and Sprint. During that
time, Mr. King also served on the executive
committee for Advanced Intelligent Networks
(AIN) for Bellcore.Prior to SAIC. Mr. King
spent eight years at Motorola Communications
and Electronics, Inc. and held various
senior-level management positions developing
new wireless communication products and
markets, including the first implementations
of secure wireless applications. He is
currently active on numerous advisory boards
of technology-based companies. Mr. King
graduated from the University of
Massachusetts.
J. Stephen Smith Mr. Smith has over 30 years experience in
planning, directing and managing major
projects in such diverse fields as radar
system development; electronic intelligence
system design, installation and operation;
ship design and acquisition and Document
Management System (DMS) development and
applied solutions.
Mr. Smith retired as a Navy Captain after 24
years of service. He then served as VP for
Operations for CDI Marine, the nation's
largest marine engineering firm. After seven
years with CDI Marine, Mr. Smith joined ROH,
Incorporated in 1989. He has served ROH as
Director of Engineering, Vice President and
was promoted to President in 1996. ROH is a
diverse professional services company
specializing in DMS solutions, web site
development and applications and a broad
range of support for the US Navy ship
acquisition program. (www.roh-inc.com)
Education:
Bachelor of Business Administration,
University of Notre Dame, 1959
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Master of Science, Electronics Engineering,
U.S. Naval Postgraduate School, 1965.
Executive Development Program, Pennsylvania
State University, 1976
Executive Officers.
Our officers are elected annually by our Board of Directors and serve
at the discretion of the Board of Directors.
John Maxwell has been the President and a member of the Board of
Directors since 1999. From 1990 to 1999, Mr. Maxwell was employed as Manager at
Copyright Printing Company, Toronto, Ontario, Canada. Mr. Maxwell received a
diploma from Cedarbrae College, Toronto, Ontario, Canada, in 1963.
John Trainor has been the Secretary of the Company since July 2000. Mr.
Trainor has been involved in the entertainment industry since 1989. From 1994
through the present, has been a free lance film technician and screenwriter.
From 1992 through 1995, he was a story analyst for Scripps Howard Productions,
Los Angeles, California, where he provided coverage on manuscripts submitted
with a view to adaptation to screenplay. From 1989 through 1992, he was the
Assistant to the Head of Development, Carol Gillson Productions, Van Nuys,
California where he was responsible for reviewing screenplays submitted for
production consideration and worked with writers in developing screenplays and
reported directly to the head of production.
Certain Relationships and Related Party Transactions.
Our agreement to acquire all of the outstanding shares of common stock
of International Technology Marketing, Inc. ("ITM") discussed in connection with
the proposal to increase the number of shares of common stock and a class of
preferred stock, is with the five shareholders of ITM. Among the shareholders
who would sell their shares of ITM stock to us are Peter Hamilton and Brian
MacDonald, each of whom has been nominated to serve as a member of our board of
directors.
The agreement with ITM will take effect only if we can (i) obtain the
approval of our shareholders to increase the number of shares of common stock we
are authorized to issue and (ii) secure financing that would yield a minimum of
$500,000 to us at or about the date the ITM agreement takes effect. If these
conditions are not met, the transaction with ITM would not take effect and
neither Mr. Hamilton nor Mr. MacDonald would agree to serve as a director
Assuming the foregoing conditions are met and the agreement with ITM
takes effect, our agreement with holders of the ITM shares provides that we will
issue an aggregate of 50,000,000 shares of our common stock to ITM in escrow to
be earned out upon our achieving certain sales benchmarks. Specifically, if we
achieve cumulative revenues of $500,000 attributable to the sale of all products
and services including PowerAudit, we will release 10,000,0000 shares of
17
common stock to ITM; if we achieve cumulative revenues attributable solely to
the sale of PowerAudit of $500,000, we will release the second 10,000,0000
shares of common stock to ITM; if we achieve cumulative revenues attributable
solely to the sale of PowerAudit of $2,000,000, we will release the second
10,000,0000 shares of common stock to ITM; if we achieve cumulative revenues
attributable solely to the sale of PowerAudit of $6,000,000, we will release the
third tranche of 10,000,0000 shares of common stock to ITM; and if we achieve
cumulative revenues of $16,200,000 attributable to the sale of all products and
services including PowerAudit, we will release the remaining 10,000,0000 shares
of common stock to ITM.
The table below indicates the number of shares that each of Mr.
Hamilton and Mr. MacDonald would receive upon the release of our shares of
common stock from escrow to ITM:
Mr. Hamilton Mr. MacDonald
------------ -------------
1st Tranche 2,000,000 2,000,000
(10 million shares)
2nd Tranche 2,000,000 2,000,000
(10 million shares)
3rd Tranche 2,000,000 2,000,000
(10 million shares)
4th Tranche 2,000,000 2,000,000
(10 million shares)
5th Tranche 2,000,000 2,000,000
(10 million shares)
Total: 10,000,000 10,000,000
We have agreed to register the shares for public resale all of the
shares issuable to ITM prior to the date Mr. Hamilton and Mr. MacDonald would
receive their shares.
Our agreement with ITM also provides that we would guarantee all
payments due under the terms of three-year employment contracts between ITM and
each of its five employees, including Mr. Hamilton and Mr. MacDonald. Mr.
Hamilton's and Mr. MacDonald's employment agreements each extend for a term of
three years and provide that the employee shall receive a combination of salary
and personal expenses equal to CANADIAN$8,000 per month (based upon an exchange
rate of $1.56240 Canadian for each US$1, as reported in the Wall Street Journal
on October 5th , 2001), which salary is to be reviewed once sustainable
operations are achieved.
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Executive Compensation.
The following summary compensation table sets forth the compensation
paid by us to our two most highly compensated officers for services rendered in
all capacities during the calendar year 2000.
Summary Compensation Table
--------------------------
Annual Compensation All other
Name and Principal Position Year Salary Bonus Compensation
--------------------------- ---- ------ ----- ------------
John Maxwell, President 2000 $150,000(1) -0- -0-
John Trainor, Secretary 2000 $144,000(2) -0- -0-
Gary Risidore (3) 1999 $144,000 -0- -0-
1998 -0- -0- -0-
Carmen Scarcelli (4) 1999 $144,000 -0- -0-
Edgar Clarke (5) 1999 $144,000 -0- -0-
--------------------------------------------------------------------------------
1. Mr. Maxwell's compensation for 2000 consisted only of 200,000 shares of
common stock. We valued these shares at $.75 each for an aggregate value of
$150,000.
2. Mr. Trainor's compensation for 2000 consisted only of 200,000 shares of
common stock. We valued these shares at $.72 each for an aggregate value of
$144,000.
3. Mr. Risidore served as our President and as a Director during 1998 and 1999.
4. Mr. Scarcelli served as our secretary and as a Director during 1998 and 1999.
His compensation consisted only of 200,000 shares of common stock. We valued
these shares at $.72 each for an aggregate value of $144,000.
5. Mr. Edgar Clarke served as a Director during 1999. His compensation consisted
only of 200,000 shares of common stock. We valued these shares at $.72 each for
an aggregate value of $144,000.
We do not have any long term compensation plans or stock option plans.
ITEM OF BUSINESS NO. 3
RATIFICATION OF THE APPOINTMENT OF WEINBERG & COMPANY, P.A.
AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING
DECEMBER 31, 2001
Your Board of Directors has appointed Weinberg & Company, P.A.
("Weinberg") as the independent accountants to audit our financial statements
for the year ended December 31, 2001. The audit for the year ended December 31,
2001 would be the second financial statements audited for us by Weinberg.
19
Weinberg also would prepare our tax returns and generally provided
advice to your directors and officers on financial and accounting matters. A
representative of Weinberg will not attend the Annual Meeting.
During fiscal 2000, the aggregate fees for professional services
provided by Weinberg & Co. to us were as follows:
Audit Fees (1) $17,174.
Financial Information Systems NIL
Design and Implementation Fees NIL
All Other Fees (2) $8,323.
-------
Total $25,497.
(1) Audit fees relate to services rendered for the annual audit of our
consolidated financial statements for the fiscal year ended December 31, 2000.
(2) All other fees relate to advice and assistance provided to us in connection
with tax compliance and various transactions.
If the appointment of this firm is not ratified or if it declines to
act or their engagement is otherwise discontinued, the Board of Directors will
appoint other independent auditors.
YOUR BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF WEINBERG
& COMPANY, P.A. AS OUR INDEPENDENT ACCOUNTANTS FOR THE YEAR 2001.
If the appointment is not ratified, the Board will consider whether it should
select other independent accountants.
VOTE REQUIRED
Ratification of the appointment of Weinberg & Company, P.A. as our independent
accountants for 2001 requires the affirmative vote of a majority of the votes
cast by shareholders present at the meeting in person or by proxy.
ITEM OF BUSINESS NO. 4
OTHER BUSINESS
We do not know of any other item of business that may come before the meeting,
except a motion to adjourn. If at the meeting a sufficient number of votes are
not cast to adopt one or more of the items proposed for adoption, the persons
named in the accompanying form of proxy may vote to adjourn the meeting to
another specific date and time to permit continued solicitation of proxies.
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ANNUAL REPORT
A copy of our Annual Report on Form 10-KSB for the year ended December
31, 2000, as filed with the Securities and Exchange Commission, is being sent to
you together with this Notice of Annual Meeting and Proxy Statement.
By order of the Board of Directors
/s/ John Trainor
John Trainor,
Corporate Secretary
21
PRELIMINARY
FORM OF PROXY
SOLICITED BY THE BOARD OF DIRECTORS OF
IVP TECHNOLOGY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 16, 2001
Know all men by these presents, that the undersigned hereby constitutes
and appoints John Maxwell and Thomas Chown the true and lawful attorneys, agents
and proxies of the undersigned, with full power of substitution, to represent
and vote all of the shares of the common stock of IVP Technology Corporation
standing in the name of the undersigned at the close of business on October 5,
2001, at the Annual Meeting of Stockholders of the Company to be held on
November 16, 2001 at the Four Seasons Hotel, 3960 Las Vegas Boulevard South, Las
Vegas, Nevada, beginning at 10:00 a.m. Pacific Standard Time, and at any and all
adjournments thereof, with all the rights and powers that the undersigned would
possess if personally present, and especially (but without limiting the general
authorization and power hereby given) to vote as follows:
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.
PLEASE SIGN AND DATE ON THE REVERSE SIDE OF THIS SHEET AND MAIL IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE TO IVP TECHNOLOGY CORPORATION.
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE: [X]
1. Amendment of the Articles of Incorporation to increase the number of
authorized shares of common stock to 150,000,000 and the number of
authorized shares of preferred stock to 50,000,000
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Election of Directors
Nominees are:
Peter Hamilton: [ ] FOR [ ] AGAINST
Brian MacDonald: [ ] FOR [ ] AGAINST
Robert M. King: [ ] FOR [ ] AGAINST
Dr. Michael R. Sidrow [ ] FOR [ ] AGAINST
J. Stephen Smith [ ] FOR [ ] AGAINST
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
--------------------------------------------------------------------------------
3. Ratification of appointment of Weinberg & Company, P.A., Certified
Accountants, as the Company's auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion upon such other measures as may properly come before
the meeting, hereby ratifying and confirming all that said proxy may
lawfully do or cause to be done by virtue hereof and hereby revoking all
proxies heretofore given by the undersigned to vote at said meeting or any
adjournment thereof.
IF NO CHOICE IS SPECIFIED, THE PERSONS NAMED AS PROXIES ABOVE INTEND TO VOTE FOR
THE ELECTION OF THE NAMED NOMINEES AND FOR ALL OF THE OTHER PROPOSED ACTIONS.
Number of shares owned by undersigned: _______________
Signature:__________________________
Print Name:_________________________
Date:_______________________________
Signature:__________________________
Print Name:_________________________
Date:_______________________________
IMPORTANT: Please sign exactly as your name or names are printed here. Executors
administrators, trustees and other persons signing in a representative capacity
should give full title.