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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3) Filing Party:
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4) Date Filed:
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[ENTRADA SOFTWARE LOGO]
NOTICE OF ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD JUNE 14, 2002
May 10, 2002
Dear Stockholder:
Our Annual Meeting of Stockholders will be held on June 14, 2002 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, a vote on a proposal to increase the number of authorized shares of
preferred stock of the company and a proposal to increase the number of shares
available for our Employee Stock Option Plan. The board of directors recommends
that you vote in favor of the election of the nominated directors and for the
proposals. The accompanying Proxy Statement describes the election and proposals
in greater detail.
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, June 14, 2002 at 10:00 a.m., at our corporate
headquarters at 7825 East Gelding Drive, Scottsdale,
Arizona
AGENDA Elect 2 directors, and consider proposals to increase
the number of authorized preferred shares from 5
million to 20 million, and increase the shares reserved
for issuance upon exercise of stock options from 2.1
million to 5 million.
PROXIES SOLICITED BY The Board of Directors
FIRST MAILING DATE May 10, 2002
RECORD DATE April 29, 2002. On the Record Date, there were
8,831,155 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 684,979 shares of Series B Preferred Stock, each
entitled to one vote.
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 and the proposals 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. The proposals
must receive a majority of the shares present and
voting in person or by proxy to be passed.
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 items being submitted and the recommendation of the
Board of Directors with respect to the items are as follows:
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PROPOSAL 1
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TO ELECT THE DIRECTORS
The two nominees for election to the Board of Directors are Bruce D. Williams
and Terry L. Simpson. If elected, each will serve until the next annual meeting
of shareholders or until their successors are elected and qualified.
BOARD INFORMATION
The Company's Board of Directors currently consists of Bruce D. Williams and
Terry L. Simpson. Mr. Williams and Mr. Simpson have been nominated for an
additional term.
NAME AGE POSITION
- ---- --- --------
Bruce D. Williams 46 Director, Chief Executive Officer and President
Terry L. Simpson 50 Chairman of the Board of Directors and Chief
Technical Officer
BRUCE D. WILLIAMS, DIRECTOR CHIEF EXECUTIVE OFFICER AND PRESIDENT, Mr. Williams,
Entrada co-founder, has a diverse background of over 24 years experience. He
establishes the mission and sets the strategies for the company. Previously, Mr.
Williams was co-founder and president of CIMsoft, Inc., the predecessor company
to Entrada. His software experience includes five years with Sybase, Inc, of
Emeryville, CA, where he held several corporate positions, including Strategic
Business Development for the Mobile and Embedded Computing Division. He was also
the Pacific Director of Professional Services, and previously co-developed the
Sybase Global Architecture Practice. Prior to Sybase, Mr. Williams was Director
of Software Engineering for Ball Aerospace Systems of Boulder, CO. He began his
career as an Aerospace Physicist and developed software and operations for the
Hubble Space Telescope. Mr. Williams has a MS in Engineering Management and
Computer Science from the University of Colorado at Boulder and BS in Physics
and Astrophysics from Colorado.
TERRY L. SIMPSON, CHAIRMAN AND CHIEF TECHNICAL OFFICER. Mr. Simpson, Entrada
co-founder, is the inventor of Kinnosa technologies, bringing over 27 years of
professional experience in manufacturing and product information systems in both
the United States and Europe. Mr. Simpson is skilled in modern application
systems architectures and technologies. His emphasis for the past 16 years has
been the development and management of complex software solutions for
manufacturing and engineering applications. Prior to Entrada, he co-founded
CIMsoft, Inc. with Mr. Williams. Previously, he was the founder and president of
MicroTek International, a Midwest solutions provider, specializing in
manufacturing systems. Mr. Simpson holds a bachelor of science degree in
engineering from West Virginia University.
DIRECTOR COMPENSATION
Directors are not currently compensated for their services on the Board of
Directors.
BOARD MEETINGS
The Board of Directors held two regular meetings and three special meetings in
2001. Each director attended all meetings.
ADDITIONAL BOARD MEMBERS
The Company has identified several well-qualified and willing potential Board
members who now serve on the Company's advisory board. These prospective members
are not employees of the Company, and each has indicated that the Company must
have adequate Directors' and Officers' Liability insurance in place before they
would stand for election to the Board. Because the cost of such insurance has
been prohibitive in the past, the Company has not acquired this insurance, but
hopes that in 2002 it can put such insurance in place and fill up to three
vacant Board seats.
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. Though these committees have not functioned separately
from the Board, and held no separate meetings in 2001, the Board as a whole has
performed the functions and duties of these committees. The Board of Directors
is expected to fill vacant Board seats and appoint additional members to these
committees in 2002. 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, 2001 the Company engaged Epstein, Weber &
Conover, PLC to audit its financial statements. This same audit firm, operating
under other names, has been the Company's auditor since inception. The Company
paid this firm a total of $4,000 in accounting and audit fees for the year 2001,
and did not engage this firm for any other services. 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. A representative of our audit firm will not be present at the annual
meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT BRUCE D. WILLIAMS AND TERRY L. SIMPSON BE
ELECTED AS DIRECTORS OF THE COMPANY.
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PROPOSAL 2
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TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED PREFERRED SHARES
GENERAL
The Company is asking shareholders to approve an amendment to its Articles of
Incorporation to increase the number of authorized shares of preferred stock
from 5 million to 20 million. The Board of Directors has approved the amendment
and has directed that the amendment be submitted as a proposal for shareholder
approval at the annual meeting.
PREFERRED STOCK INFORMATION
At its inception in 1999, the Company authorized 70 million shares of common
stock and 5 million shares of preferred stock. The preferred stock is considered
"serial" stock since the Board of Directors may fix any series or class of
preferred stock, determine the number of shares in each class or series and
prescribe the powers, designations, preferences, limitations, restrictions and
relative rights of any class or series established. The Company has used two
series of preferred as the stock sold to outside investors in several rounds of
equity financing, and currently has almost 900,000 preferred shares outstanding.
In order to provide sufficient authorized preferred shares to complete potential
financing transactions in the future, the Company believes that it has
insufficient preferred shares authorized, and an increase to 20 million
authorized preferred shares is necessary. If a prospective investor offered to
purchase shares in an amount that exceeds the Company's currently authorized
number of preferred shares, the Company would have to decline a portion or all
of the proposed investment.
Increasing the number of authorized preferred shares will have no immediate
dilutive or other effect on current stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THIS PROPOSAL TO INCREASE THE NUMBER OF
AUTHORIZED PREFERRED SHARES BE APPROVED.
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PROPOSAL 3
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TO AMEND THE ENTRADA SOFTWARE, INC. 1999 EQUITY INCENTIVE PLAN TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
GENERAL
The Company is asking shareholders to approve an amendment to its Entrada
Software, Inc. 1999 Equity Incentive Plan to increase the number of shares of
common stock reserved for issuance upon exercise of stock options and other
grants under the Plan from 2.1 million to 5 million. The Board of Directors has
approved the amendment and has directed that the amendment be submitted as a
proposal for shareholder approval at the annual meeting. The Plan was originally
adopted in 1999, and as of the date of this Proxy Statement options to purchase
1,195,626 shares are outstanding under the Plan.
AMENDMENT TO THE PLAN
The Board of Directors reviewed the options remaining under the Plan and
approved an amendment to increase the number of shares reserved for issuance
from 2.1 million to 5 million. The Board believes that this increase is
necessary to give the Company the ability to grant additional options to new and
existing employees. The Plan is designed to attract and retain persons of
outstanding ability and potential. The grant of options by the Company is a key
component in the compensation package the Company is able to offer prospective
and existing employees. By encouraging, motivating and enabling employees to
acquire stock ownership, the Company provides a strong incentive for employees
to contribute to the success of the Company. The Company's operating plan for
2002 requires the addition of up to 30 employees, many of whom may be granted
options at the date of employment in amounts dependent on the position and
compensation levels applicable to each new employee. The Board does not believe
that the currently available option pool will be sufficient to attract this
number of employees, while at the same time rewarding existing employees who
have made substantial contributions to the Company's success at salary levels
generally below industry standards.
SUMMARY OF THE PLAN
The following summary of the Plan is not intended to be complete, and is subject
to and qualified in its entirety by reference to the text of the Plan.
PURPOSE
The purpose of this Plan is to promote the interests of the Company and to
motivate, attract, and retain the services of persons upon whose judgment,
efforts, and contributions the success of the Company's business depends. The
plan is further intended to align the personal interests of such persons with
the interests of the shareholders of the Company through equity participation in
the Company's growth and success.
EFFECTIVE DATE AND TERM
The Plan was approved by the Board of Directors and stockholders of the Company
July 23, 1999. This Plan shall terminate on the tenth anniversary of its
adoption.
SHARES SUBJECT TO THE PLAN
The aggregate number of shares of Stock reserved and available for Awards shall
initially be two million one hundred thousand shares of Stock. To the extent
that an Award terminates, expires or lapses for any reason, any shares of Stock
subject to the Award will again be available for the grant of an Award under the
Plan provided the Participant has not received any benefits of ownership of the
Shares subject to the terminated expired or lapsed Award, in each case to the
full extent available pursuant to the applicable rules and interpretations of
the Exchange Act and Code. Any shares of Stock tendered to or withheld by the
Company in connection with payment for Stock purchased pursuant to the Plan or
withholding taxes thereon shall be added back to the aggregate number of shares
reserved and available for Awards under the Plan in each case to the fullest
extent permitted under the applicable rules and interpretations of the Exchange
Act and Code. Any Stock distributed pursuant to an Award may consist, in whole
or in part, of authorized and unissued Stock, treasury Stock, or Stock purchased
on the open market subject to applicable rules and interpretation of the
Exchange Act.
ELIGIBILITY
Awards may be granted only to an individual who is an employee (including an
employee who also is a director or officer), officer, director, consultant,
independent contractor, or adviser of the Company or a Subsidiary, as determined
by the Board.
ADMINISTRATION
The Plan shall be administered by the Board or a Committee appointed by the
Board to administer the Plan at any time or from time to time. Once appointed,
the Committee shall continue to serve until otherwise directed by the Board.
From time to time, the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause), appoint new
members in substitution therefor, and fill vacancies however caused.
NATURE OF OPTIONS
The Board is authorized to grant Options to Participants and determine exercise
price, payment terms and conditions of exercise. Incentive Stock Options may
only be granted to employees (including officers and directors who are also
employees). The exercise price per share must be at least the Fair Market Value
as of the date of the grant, and the options are exercisable for ten years from
the date of grant. The aggregate Fair Market Value of all shares of Stock with
respect to which Incentive Stock Options are first exercisable by any one
Participant in any calendar year may not exceed $100,000. An Incentive Stock
Option granted to a Ten Percent Owner must have an exercise price per share of
Stock not be less than 110% of the Fair Market Value, and the options expire
five years from the date of grant.
RESTRICTED STOCK AWARDS
The Board is authorized to make Awards of Restricted Stock to Participants
either in the form of a grant of Stock or an offer to sell Stock to a
Participant, in such amounts and subject to such terms, conditions and
restrictions as may be selected by the Board.
AMENDMENTS TO THE PLAN
With the approval of the Board, at any time and from time to time, the Board may
terminate, amend, or modify the Plan. An amendment or modification of the Plan
shall be subject to the approval of the shareholders of the Company only to the
extent required by applicable laws, regulations and rules.
OTHER PROVISIONS
The Board may at any time offer to exchange or buy out any previously granted
Award for a payment in cash, Stock, or another Award, based on the terms and
conditions the Board determines and communicates to the Participant at the time
the offer is made.
No right or interest of a Participant in any Award may be pledged, encumbered,
or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or a Subsidiary. Except as
otherwise provided below, no Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
except in the case of an Incentive Stock Option, pursuant to a "domestic
relations order" as defined in the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder.
No Participant or employee shall have any claim to be granted any Award under
the Plan, and neither the Company nor the Board is obligated to treat
Participants and employees uniformly.
No Award gives the Participant any of the rights of a shareholder of the Company
unless and until shares of Stock are in fact issued to such person in connection
with such Award.
Nothing in the Plan or any Award Agreement shall interfere with or limit in any
way the "at will" nature of any Participant's employment or other relationship
with the Company or any Subsidiary, nor confer upon any Participant any right to
continue in the employment or any other relationship of the Company or any
Subsidiary, and the Company and each Subsidiary reserve the right to terminate
any Participant's employment or other relationship at any time.
THE BOARD OF DIRECTORS RECOMMENDS THAT THIS PROPOSAL TO INCREASE THE NUMBER OF
SHARES RESERVED FOR THE ISSUANCE OF STOCK OPTIONS BE APPROVED.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 29, 2002, 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
- ------------------------------------ ------------------- --------
Terry L. Simpson 3,218,205(2) 41.89%(1)
18775 N. 95th Way
Scottsdale, Arizona 85255
Bruce D. Williams 1,041,403(3) 13.55%(1)
27990 N. 77th Street
Scottsdale, Arizona 85255
Terry J. Gustafson 931,428(4) 12.12%(1)
7363 E. Onyx Court
Scottsdale, Arizona 85258
All Directors and Officers 5,191,036 67.56%(1)
as a Group (4 persons)
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(1) Based on 7,381,676 shares of common stock outstanding at April 29, 2002.
(2) Includes $17,980 of convertible notes and 24,966 of vested stock options
(3) Includes $26,818 of convertible notes and 34,993 of vested stock options
(4) Includes $91,667 of convertible notes and 105,067 of vested stock options
MANAGEMENT
The directors and executive officers of Entrada are:
NAME AGE POSITION
- ---- --- --------
Bruce D. Williams 46 Director, President and Chief Executive Officer
Terry L. Simpson 50 Director and Chief Technical Officer
Terry J. Gustafson 56 VP, Chief Financial Officer, Secretary and
Treasurer
John A. Lewis 31 VP, Chief Product Officer
EXECUTIVE COMPENSATION
The following table reflects all forms of compensation earned by Entrada's Chief
Executive Officer for services to Entrada during the fiscal year ended December
31, 2001. No officer of Entrada received salary or bonus in excess of $100,000
during this period.
SUMMARY COMPENSATION TABLE
LONG TERM
COMP AWARDS
------------------
SECURITIES
NAME/POSITION YEAR SALARY UNDERLYING OPTIONS
- ------------- ---- ------- ------------------
Bruce D. Williams, CEO 2001 $82,500 40,193
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 2001, 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%
------------- ------- ----------- ----- ---- ------- --------
Bruce D. Williams, CEO 40,193 4% $1.00 4/30/11 $93,000 $166,000
AGGREGATED OPTIONS EXERCISED IN 2001 AND YEAR-END OPTION VALUES
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, 2001 and the number and value of securities underlying
unexercised options held by such officer at December 31, 2001.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN THE
OPTIONS AT MONEY OPTIONS AT
SHARES DECEMBER 31, 2001 DECEMBER 31, 2001(2)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE RECEIVED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- ----------- ----------- ------------- ----------- -------------
Bruce D. Williams, CEO -- -- 40,193 -- -- --
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(1) Based on the OTC trading price 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 OTC trading price of the Company's Common Stock as of December
31, 2001, 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's 1999 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, 2001, the Company had granted options to purchases 1,207,986 shares
with generally a four-year vesting period and exercise prices of $.50 to $2.50.
At December 31, 2001 457,166 options were exercisable 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 2001 all filings required under Section 16(a)
applicable to its directors, executive officers and 10% stockholders were
satisfied.
COMPANY STOCK PERFORMANCE
Our common stock has traded since March 3, 2000 on the OTC Bulletin Board
under the symbol "ETSW." At April 29, 2002, there were 234 common stockholders
of record (there was a greater number of beneficial owners). Following is the
range of the high and low bid information for the year 2001, and the period in
which our stock traded in 2000. 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.
2001
Quarter Price Range
------- -----------
First $2.125-1.50
Second $1.85-.66
Third $1.70-.85
Fourth $1.52-1.05
2000
Quarter Price Range
------- -----------
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 2002 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 2002 meeting, the Company must receive proposals no
later than January 15, 2003. 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, 2001 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
May 10, 2002
STOCKHOLDER'S PROXY CARD
2001 ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, JUNE 14, 2002
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, June 14, 2002 at
10:00 a.m., local time, in Scottsdale, Arizona and any meeting adjournment, and
vote shares of stock that the undersigned would be entitled to vote if then and
there personally present, on the matters set forth below, 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., local time, on Friday, June
14, 2002.
1. 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) in the space provided: _______________________________________
2. TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED PREFERRED SHARES FROM 5 MILLION TO 20
MILLION.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. TO APPROVE AN AMENDMENT TO THE ENTRADA SOFTWARE, INC. 1999 EQUITY INCENTIVE
PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
THEREUNDER FROM 2.1 MILLION TO 5 MILLION.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IF YOU SIGN AND RETURN THIS CARD WITHOUT MARKING OTHERWISE, THE PROXY CARD WILL
BE TREATED AS BEING "FOR" THE DIRECTORS AND PROPOSALS AND ANY OTHER MATTERS AS
MAY COME BEFORE THE MEETING.
Dated: __________________________, 2002
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.