SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
ENTRADA SOFTWARE, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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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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4) Proposed maximum aggregate value of transaction:
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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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4) Date Filed:
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NOTICE OF ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD MAY 4, 2001
April 13, 2001
Dear Stockholder:
Our Annual Meeting of Stockholders will be held on Friday May 4, 2001 at
10:00 a.m. local time at our corporate headquarters at 7825 East Gelding Drive,
Scottsdale, Arizona.
The purpose of the meeting is to elect directors to serve until the next
annual meeting of stockholders or until their successors are elected and
qualified. The board of directors recommends that you vote in favor of the
election of the nominated directors. The accompanying Proxy Statement describes
their election in greater detail.
The year 2000 was a pivotal year for our company. We now have a completed
product and an installed customer base, including our second installation at
Motorola. We have created a following in the analyst community, and have
assembled a world-class advisory group. Earlier this year, we acquired a
compatible product line that fills a strong need in our target customer base. We
are now poised to take our company to the next level, and look forward to
sharing that success with all our stockholders.
Directors and officers will be available before and after the meeting to
speak with you. There will be an opportunity during the meeting for your
questions regarding Entrada's affairs, and for discussion of the business to be
considered at the meeting as explained in the enclosed Proxy Statement.
Bruce D. Williams
Chief Executive Officer
ENTRADA SOFTWARE, INC.
7825 EAST GELDING DRIVE
SCOTTSDALE, ARIZONA 85260
ANNUAL MEETING OF THE STOCKHOLDERS
PROXY STATEMENT
MEETING DATE
Friday, May 4, 2001 at 10:00 a.m., at our corporate headquarters at 7825 East
Gelding Drive, Scottsdale, Arizona
AGENDA
Elect 2 directors
PROXIES SOLICITED BY
The Board of Directors
FIRST MAILING DATE
April 13, 2001
RECORD DATE
April 6, 2001. On the Record Date, there were 7,967,326 shares entitled to vote
at the Meeting, consisting of 7,381,676 shares of common stock, each entitled to
one vote, 250,000 shares of Series A Preferred Stock, entitled to a total of
264,550 votes and 321,100 shares of Series B Preferred Stock, entitled to
321,100 votes.
VOTING
If you were a holder of common or preferred stock on the record date, you may
vote at the Meeting. Each share of common stock is entitled to one vote, each
share of Series A Preferred Stock is entitled to 1.06 votes and each share of
Series B Preferred Stock is entitled to one vote at the meeting. You can vote in
person at the Meeting, or you can vote by proxy.
PROXIES
We will vote signed proxies "FOR" the nominees for director unless you vote
differently on the Proxy Card. The proxy holders will use their discretion on
any other matters submitted to a vote of the stockholders.
REVOKING YOUR PROXY
You may revoke your proxy by delivering a written and signed revocation letter
to Terry J. Gustafson, Secretary, at the Scottsdale address shown above.
VOTING PROCEDURES
Directors must receive a plurality of the shares present and voting in person or
by proxy, in order to be elected. A plurality means receiving the largest number
of votes, regardless of whether that is a majority. You may not cumulate votes.
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
Meeting. If other business is properly brought before the Meeting, the persons
appointed in the enclosed proxy will vote using their discretion.
A brief description of the item being submitted and the recommendation of the
Board of Directors with respect to the item are as follows:
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PROPOSAL
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TO ELECT THE DIRECTORS
BOARD INFORMATION
The Company's Board of Directors currently consists of Bruce D. Williams, Terry
L. Simpson and Michael S. Williams. Mr. Bruce Williams and Mr. Simpson have been
nominated for an additional term. Michael S. Williams has declined to run for an
additional term.
NAME AGE POSITION
---- --- --------
Bruce D. Williams 45 Director, Chief Executive Officer
and President
Terry L. Simpson 49 Chairman of the Board of Directors and
Chief Technical Officer
Michael S. Williams 54 Director
Bruce D. Williams, Director Chief Executive Officer and President, Mr. Williams
was a co-founder of Entrada's predecessor, CIMsoft, Inc., and has served
Director, Chief Executive Officer and President of Entrada since September 1999.
From 1994 to 1999, Mr. Williams was a Strategic Business Development Manager for
Sybase, Inc., responsible for developing the handheld and embedded strategic
business relationships between Sybase and major partners, including Motorola,
Intermec, Symbol, 3Com, Sun, SAIC and others. He also developed the strategic
business relationship between Sybase and Motorola, Inc. Earlier he developed a
new southwestern professional services district based in Phoenix, Arizona, and
performed staff, sales and delivery management of consulting services. This
involved managing a professional services district with a staff of 40
consultants, practice managers, and district administrators.
From 1978 to 1994, Mr. Williams was a technical manager and systems and software
engineer for Ball Aerospace Systems in Boulder, Colorado. He led the
development, implementation, and integration of information technology solutions
as chief architect for an open-systems client/server environment. He managed a
department of 40 engineers, analysts, and computer scientists who developed
flight and ground software for aerospace applications. He also managed a field
team of engineers developing and testing flight and ground operations software
for the Hubbell Space Telescope.
Mr. Williams received a Master of Engineering, Engineering Management and
Computer Science degree in 1982, and a Bachelor of Science, Physics and
Astrophysics degree in 1978 from the University of Colorado. In addition, he
performed work in Graduate Study, Project and Organizational Management at the
Whiting School of Engineering Johns Hopkins University.
Terry L. Simpson, Chairman and Chief Technical Officer. Mr. Simpson was a
co-founder of Entrada's predecessor, CIMsoft, Inc., and the inventor of the
Kinnosa product suite, and has served as Chairman of the Board of Directors and
Chief Technical Officer of Entrada since September 1999. From 1996 through 1999,
Mr. Simpson was employed by Sybase, Inc. to manage the implementation of the
Kinnosa product suite at Motorola. He was responsible for successfully planning
resources and delivering major consulting projects on schedule, to successfully
put Kinnosa into a production environment. From 1991 to 1996 Mr. Simpson was a
consultant and completed the Kinnosa product development.
Mr. Simpson holds a Bachelor of Science Degree in Engineering from West Virginia
University.
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DIRECTOR COMPENSATION
Directors are not currently compensated for their services on the Board of
Directors.
BOARD MEETINGS
The Board of Directors held four regular meetings in 2000. Each director
attended at least three meetings.
BOARD COMMITTEES
The Board has authorized Audit and Compensation Committees, but has no appointed
members of the Audit Committee, and Bruce D. Williams as the only member of the
Compensation Committee. These committees held no meetings in 2000. The Board of
Directors is expected to fill vacant Board seats and appoint additional members
to these committees at its next meeting. The Board has defined the roles of
these committees as follows:
THE AUDIT COMMITTEE recommends to the Board appointment of our independent
auditors, and reviews audit reports, accounting policies, financial
statements, corporate compliance programs, internal controls, audit fees,
and certain officer expenses.
THE COMPENSATION COMMITTEE reviews and recommends to the Board the
compensation and benefits of all executive officers of the Company and
reviews general policy relating to compensation and benefits of employees
of the Company. The Compensation Committee also administers the issuance of
stock options and other awards under the Company's stock plan.
INDEPENDENT AUDITORS
For the year ended December 31, 2000 the Company engaged Marshall & Weber,
CPA's, PLC to audit its financial statements. The Board of Directors and the
Audit Committee have not yet selected independent auditors for the current year,
and, therefore, no recommendation is made to the stockholders at this time.
THE BOARD RECOMMENDS THAT BRUCE D. WILLIAMS AND TERRY L. SIMPSON BE ELECTED AS
DIRECTORS OF THE COMPANY.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 2000, the ownership of
each person known by us to be the beneficial owner of five percent or more of
Entrada's common stock, each officer and director individually, and all officers
and directors as a group. Entrada has been advised that each person has sole
voting and investment power over the shares listed below unless otherwise
indicated.
SHARE AMOUNTS AND PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER NATURE OF OWNERSHIP OF CLASS
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Terry L. Simpson
18775 N. 95th Way
Scottsdale, Arizona 85255 3,183,674 43.13%(1)
Bruce D. Williams
5201 E. Morning Vista Lane
Cave Creek, Arizona 85331 979,592 13.27%(1)
Terry J. Gustafson
7363 E. Onyx Court
Scottsdale, Arizona 85258 734,694 9.95%(1)
Michael S. Williams
3710 E. Kent Drive
Phoenix, Arizona 85044 1,540,824(3) 20.13%(2)
Aztore Holdings, Inc.
3710 E. Kent Drive
Phoenix, Arizona 85044 1,398,526(3) 18.27%(2)
All Directors and Officers
as a Group (4 persons) 6,441,345 84.17%(2)
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(1) Based on 7,381,676 shares of common stock outstanding at December 31, 2000.
(2) Based on 7,653,226 shares of common stock outstanding, including 7,381,676
shares outstanding at December 31, 2000, the assumed exercise of 8,000
warrants and the assumed conversion of 250,000 shares of Series A preferred
stock into 264,550 shares of common stock.
(3) Includes 142,298 shares of common stock owned by Mr. Michael S. Williams,
and 1,398,526 shares held by Aztore Holdings, Inc. including 1,125,976
shares of common stock, the assumed exercise of 8,000 warrants and 250,000
shares of Series A preferred stock convertible into 264,550 shares of
common stock. Mr. Williams is deemed to have beneficial ownership of the
shares held by Aztore Holdings, Inc. due to his power to vote and sell
these shares. Mr. Williams disclaims beneficial ownership except to the
extent of his ownership of Aztore Holdings, Inc.
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MANAGEMENT
The executive officers and directors of Entrada are:
NAME AGE POSITION
---- --- --------
Bruce D. Williams 45 Director, Chief Executive Officer
and President
Terry L. Simpson 49 Chairman of the Board of Directors and
Chief Technical Officer
Terry J. Gustafson 55 Chief Financial Officer, Secretary
and Treasurer
Michael S. Williams 54 Director
EXECUTIVE COMPENSATION
The following table reflects all forms of compensation earned by Entrada's Chief
Executive Officer for services to Entrada during the fiscal years ended December
31, 1999 and 2000. No officer of Entrada received salary or bonus in excess of
$100,000 during these periods.
SUMMARY COMPENSATION TABLE
LONG TERM
COMP AWARDS
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SECURITIES
NAME/POSITION YEAR SALARY UNDERLYING OPTIONS
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Bruce D. Williams, CEO 2000 $86,667 10,000
Bruce D. Williams, CEO 1999 $26,250
OPTIONS GRANTED AND EXERCISED IN LAST FISCAL YEAR
The following table sets forth information with respect to stock options
granted to the Chief Executive Officer during 2000, including the potential
realizable value over the 10 year term of the options based on assumed rates of
stock appreciation of 5% and 10%, compounded annually, over the per share
exercise price of the option, which was the per share market price at the time
of the grant. These assumed rates of appreciation comply with the rules of the
SEC and do not represent Entrada's estimate of future stock price.
REALIZABLE VALUE AT
PERCENTAGE OF ASSUMED ANNUAL RATES OF
NUMBER OF TOTAL OPTIONS STOCK PRICE APPRECIATION
SECURITIES GRANTED TO FOR OPTION TERM
UNDERLYING EMPLOYEES IN EXERCISE EXPIRATION ------------------------
NAME/POSITION OPTIONS FISCAL YEAR PRICE DATE 5% 10%
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Bruce D. Williams, CEO 10,000 1% $2.50 2010 $15,700 $39,800
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The following table sets forth for the Chief Executive Officer the shares
acquired and the value realized on each exercise of stock options during the
year ended December 31, 2000 and the number and value of securities underlying
unexercised options held by such officer at December 31, 2000.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN THE
UNEXERCISED OPTIONS AT MONEY OPTIONS AT
SHARES DECEMBER 31, 2000 DECEMBER 31, 2000(2)
ACQUIRED ON VALUE ----------------------------- ------------------------------
NAME EXERCISE RECEIVED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
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Bruce D. Williams, CEO -- $ -- -- 10,000 $ -- $ --
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(1) Based on the fair market value of the Company's Common Stock on the
exercise date, minus the exercise price, multiplied by the number of shares
exercised.
(2) Based on the fair market value of the Company's Common Stock as of December
31, 2000, minus the exercise price, multiplied by the number of shares
underlying the options.
EMPLOYMENT CONTRACTS
We currently have "at will" employment contracts with Messrs. Bruce Williams,
Simpson and Gustafson, that provide for nine month's salary continuation in the
event of termination of employment under certain conditions, but do not specify
compensation amounts.
STOCK OPTION PLAN
The Company's1999 Equity Incentive Plan reserves 2,100,000 shares of common
stock for option and stock grants, and expires September 30, 2009. As of
December 31, 2000, the Company had granted 456,000 options with generally a
four-year vesting period. 105,000 options had a $.50 exercise price, and 351,000
options had a $2.50 exercise price. 43,200 options were exercisable at December
31, 2000, and none had been exercised.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
In accordance with Section 16(a) of the Securities Exchange Act of 1934 and
the regulations of the Securities and Exchange Commission ("SEC"), the Company's
directors, executive officers and certain other 10% stockholders are required to
file reports of ownership and changes in ownership with the SEC and to furnish
the Company with copies of all these reports they file.
Based solely on its review of the copies of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that during fiscal 2000 all filings required under Section 16(a)
applicable to its directors, executive officers and 10% stockholders were
satisfied.
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COMPANY STOCK PERFORMANCE
Our common stock has traded since March 3, 2000 on the OTC Bulletin Board
under the symbol "ETSW." At December 31, 2000, there were approximately 300
Entrada shareholders. Following is the range of the high and low bid information
for the year 2000, the only period in which our stock traded. This information
is based on over-the-counter market quotations, which reflect inter-dealer
prices, without retail mark-up, markdown or commission and may not represent
actual transactions.
QUARTER PRICE RANGE
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First $9.25-2.063
Second $5.75-2.875
Third $4.00-2.125
Fourth $2.687-1.50
STOCKHOLDER PROPOSALS
Stockholders may submit proposals to be considered for stockholder action
at the 2001 Annual Meeting of Stockholders and inclusion in the Company's Proxy
Statement and proxy card if they do so in accordance with the appropriate
regulations of the SEC. For such proposals to be considered for inclusion in the
Proxy Statement for the 2001 meeting, the Company must receive proposals no
later than January 15, 2002. Such proposals should be directed to Entrada
Software Inc., 7825 East Gelding Drive, Scottsdale, Arizona 85260 to the
attention of the Secretary. The Company received no proposals for the 2001
Annual Meeting of Stockholders.
ADDITIONAL INFORMATION
A copy of Entrada's Form 10-KSB for the year ended December 31, 2000 is
enclosed. The Form 10-KSB is not considered part of this Proxy Statement. Upon
written request to the Company, an additional copy of the Form 10-KSB (not
including Exhibits) will be provided to anyone to whom this Proxy Statement is
delivered. You also may obtain our SEC filings through the Internet at
www.sec.gov.
By Order of the Board of Directors,
Terry J. Gustafson
Secretary and Treasurer
April 13, 2001
STOCKHOLDER'S PROXY CARD
2000 ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, MAY 4, 2001
The undersigned hereby appoints Bruce D. Williams, Terry L. Simpson and
Terry J. Gustafson, and each of them, as proxies to attend the 2001 Annual
Meeting of Stockholders of the Company to be held on Friday, May 4, 2001 at
10:00 a.m., local time, in Scottsdale, Arizona and any meeting adjournment, and
vote shares of common stock, held by the undersigned as indicated on the reverse
side of this card, upon the election of Directors, and any other matters as may
properly come before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF ENTRADA SOFTWARE, INC.
PURSUANT TO A SEPARATE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT, RECEIPT OF
WHICH IS HEREBY ACKNOWLEDGED. THIS CARD SHOULD BE MAILED IN THE ENCLOSED
ENVELOPE IN TIME TO REACH THE COMPANY BY 9:00 A.M., MST, ON FRIDAY, MAY 4, 2001.
ELECTION OF DIRECTORS
Nominees:
Bruce D. Williams
Terry L. Simpson
___FOR all nominees as listed (except as marked to the contrary below).
___WITHHOLD authority to vote for all nominees.
To withhold authority to vote for any individual nominee(s), write the name(s)
of the nominee(s) on the line below:
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The Board of Directors recommends a vote FOR the above Directors, which are
proposed by the Board (as described in the accompanying Proxy Statement). IF YOU
SIGN AND RETURN THIS CARD WITHOUT MARKING OTHERWISE, THE PROXY CARD WILL BE
TREATED AS BEING "FOR" THE DIRECTORS.
Dated: __________________________, 2001
Signature(s)___________________________
_______________________________________
PLEASE SIGN HERE EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY CARD. GIVE TITLE
IF YOU SIGN AS TRUSTEE, CORPORATE OFFICER, EXECUTOR, ADMINISTRATOR OR GUARDIAN.