1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<Table>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
</Table>
Cintech Solutions Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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
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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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(4) Date Filed:
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2
CINTECH SOLUTIONS, INC.
2100 SHERMAN AVENUE
CINCINNATI, OHIO 45212
PROXY STATEMENT
September 21, 2001
SOLICITATION OF PROXIES BY MANAGEMENT
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION
BY THE MANAGEMENT AND BOARD OF DIRECTORS OF CINTECH SOLUTIONS, INC. OF PROXIES
TO BE USED at the Annual Meeting of Shareholders of Cintech Solutions to be held
on Tuesday, October 23, 2001, at The Westin Hotel Cincinnati, 21 East Fifth
Street, Cincinnati, Ohio and at any adjournment thereof for the purposes set
forth in the accompanying Notice of Annual Meeting. The cost of this
solicitation will be borne by Cintech Solutions. This Proxy Statement is being
mailed to shareholders on or about September 21, 2001.
APPOINTMENT OF PROXY HOLDERS AND REVOCATION OF PROXIES
The persons whose names are printed on the accompanying Proxy are
officers of Cintech Solutions. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON,
WHO NEED NOT BE A SHAREHOLDER OF THE CORPORATION, OTHER THAN THE PERSONS
DESIGNATED IN THE ACCOMPANYING FORM OF PROXY, TO ATTEND AND ACT ON BEHALF OF THE
SHAREHOLDER AT THE MEETING. To exercise this right, a shareholder may either
insert such other person's name in the blank space provided in the accompanying
Proxy or complete another appropriate form of proxy.
To be valid, a proxy must be dated and signed by the shareholder or his
attorney authorized in writing or, if the shareholder is a corporation, by a
duly authorized officer or attorney. The proxy, to be acted upon, must be
deposited with Cintech Solutions, c/o its agent, Computershare Investor
Services, Inc, 100 University Ave., 8th Floor, Toronto, Ontario, M5J 2Y1, by the
close of business on the last business day prior to the date on which the
meeting or any adjournment thereof is held, or with the chairman of the meeting
on the day of the meeting or any adjournment thereof.
A shareholder who has given a proxy may revoke it by depositing a later
dated proxy executed by the shareholder at the registered office of the
corporation at any time up to and including the last business day prior to the
day the meeting or any adjournment thereof is to be held, or by giving notice of
revocation to the Chairman or Secretary of the corporation in writing or in open
meeting at any time before the earlier proxy is exercised on any particular
matter or in any other manner permitted by law.
VOTING BY PROXIES
On any ballot that may be called for regarding the election of
directors and the appointment of auditors, the common shares represented by
proxy will be voted or withheld from voting in accordance with the instructions
of the shareholder indicated thereon. In the absence of such instructions with
regard to the proposals, the shares will be voted FOR the election of the
persons nominated for election as directors and FOR the appointment of auditors
as referred to in this Proxy Statement.
1
3
THE ENCLOSED PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE PERSONS
NAMED THEREIN WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN
THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, AND WITH RESPECT TO ANY OTHER
MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING TO THE EXTENT SUCH IS
PERMITTED UNDER RULE 14A-4(c) OF THE SECURITIES EXCHANGE ACT OF 1934. AS OF THE
DATE OF THIS PROXY STATEMENT, MANAGEMENT IS NOT AWARE OF ANY SUCH AMENDMENT,
VARIATION OR OTHER MATTER PROPOSED OR LIKELY TO COME BEFORE THE MEETING, OTHER
THAN THAT SPECIFIED IN THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS. HOWEVER, IF
ANY SUCH AMENDMENT, VARIATION OR OTHER MATTER PROPERLY COMES BEFORE THE MEETING,
IT IS THE INTENTION OF THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY TO VOTE
ON SUCH OTHER BUSINESS IN ACCORDANCE WITH THEIR JUDGMENT.
VOTING SHARES AND SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The number of shares entitled to be voted at the Annual Meeting of
Shareholders as of September 10, 2001 is 12,327,727. Each shareholder is
entitled to one vote for each share shown as registered in the shareholder's
name on the list of shareholders prepared as of September 10, 2001. However, in
the event of any transfer of shares by any such shareholder after such date, the
transferee is entitled to vote those shares if he produces properly endorsed
share certificates or otherwise establishes that he owns the shares, and
requests the transfer agent, Computershare Investor Services, Inc., 100
University Ave., 8th Floor, Toronto, Ontario, M5J 2Y1, to include the
transferee's name in the shareholders' list not later than ten days before the
meeting. Absentions and shares not voted by brokers and other entities holding
shares on behalf of beneficial owners will not be counted and will have no
effect on any of the proposals submitted to a vote of the shareholders.
CERTAIN BENEFICIAL OWNERS
Under Section 13(d) of the Securities Exchange Act of 1934 and the
rules promulgated thereunder, a beneficial owner of a security is any person who
directly or indirectly has or shares voting power or investment power over such
security. Such beneficial owner under this definition need not enjoy the
economic benefit of such securities. To the knowledge of the directors and
officers of Cintech Solutions, the persons who beneficially own or exercise
control or direction over shares carrying more than 5% of the voting rights
attached in all the shares of Cintech Solutions entitled to be voted at the
Annual Meeting of Shareholders as of September 10, 2001 are as follows:
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4
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE PERCENTAGE OF OUTSTANDING
CLASS BENEFICIAL OWNER OWNERSHIP COMMON SHARES
--------------------- ------------------------------ --------------------------- -------------------------------
Common Stock Diane M. Kamionka 3,431,529 shares owned 27.84%
2100 Sherman Avenue beneficially
Cincinnati, Ohio 45212
Common Stock Bryant A. Downey 1,717,652 shares owned 13.93%
2100 Sherman Avenue beneficially
Cincinnati, Ohio 45212
Common Stock Frank W. Terrizzi 1,441,104 shares owned 11.69%
6494 N. Ventana Canyon Dr. beneficially
Tucson, AZ 85750
Common Stock S. William Miller 1,197,368 shares owned 9.71%
7576 Silver Creek beneficially
Cincinnati, Ohio 45002
Common Stock Clinton Springs Partnership 1,138,157 shares owned 9.23%
36 East Fourth Street beneficially
Suite 905
Cincinnati, Ohio 45202
MANAGEMENT
The following table sets forth the beneficial ownership of the
Company's Common Stock by its directors, the named executive officers, and all
directors and executive officers as a group, as of September 10, 2001:
3
5
NAME AND AMOUNT AND NATURE
POSITION OF OF BENEFICIAL
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
---------------------------- ------------------------------- ------------------------- -------------------------
Common Stock Diane M. Kamionka 3,431,529 shares owned 27.84%
President and Chief Executive beneficially
Officer
Common Stock Bryant A. Downey 1,717,652 shares owned 13.93%
Chief Technology Officer and beneficially
Secretary
Common Stock Frank W. Terrizzi 1,441,104 shares owned 11.69%
Director
Common Stock Carol E. Snell 54,000(2) 0.44%
Director
Common Stock Christopher D. Brennan 45,000(3) 0.36%
Director
Common Stock David J. Thibodeau Nil Nil
Vice President - Customer
Support Services
Common Stock Richard Durante 4,000 0.03%
Vice President - Sales
Common Stock Michael E. Freese Nil Nil
Director - Finance
& Administration
All Directors and 6,693,285 owned 54.29%
Executive Officers as a beneficially
Group (8 persons)
(1) The persons and entities named in the above table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property laws where
applicable and the information contained in other footnotes to this table,
if any.
(2) Includes grants of options for 54,000 shares that were awarded and subject
to the provisions of the Amended and Revised Stock Option Plan.
(3) Includes grants of options for 45,000 shares that were awarded and subject
to the provisions of the Amended and Revised Stock Option Plan.
6
The following table sets forth certain information as to each person who
currently serves as a director or executive officer of Cintech Solutions:
PRINCIPAL OCCUPATION FOR POSITION HELD WITH SERVED AS DIRECTOR
NAME AGE PAST FIVE YEARS CINTECH SOLUTIONS OR OFFICER SINCE;
----------------------------------------------------------------------------------------------------------------------
Diane M. Kamionka 54 President and Chief Executive President, Chief 1987
Officer of Cintech Solutions Executive Officer,
Chairperson of the Board
of Directors
Bryant A. Downey 38 Chief Technology Officer of Secretary, Treasurer, 1987
Cintech Solutions Director
Frank W. Terrizzi 58 Retired Executive Director 1990
Carol E. Snell 52 Chairman, Nuasis Director 2001
Christopher D. Brennan 44 Vice Chairman, Mobileum, Inc. Director 2001
David J. Thibodeau 52 Vice President of Customer Vice President of 1996
Support Services for Cintech Customer Support Services
Solutions
Richard Durante 51 Vice President of Sales for Vice President of Sales 2001
Cintech Solutions
Michael E. Freese 45 Director of Finance & Director of Finance & 2000
Administrative Services for Administrative Services
Cintech Solutions
Each of the officers has been engaged in their principal occupation
indicated above for the previous five years, except for: (1) Mr. Durante who,
prior to becoming an Executive Officer in 2001, was Vice President, National
Accounts for Convergent Communications Services, Inc. from 1998 thru 2001 and
Vice President, National Accounts for TIE Communications, Inc. from 1997 thru
1998, Regional Vice President, National Account Sales for TIE Communications
from 1991 thru 1996; and (2) Mr. Freese who, prior to becoming an Executive
Officer during 2000, was Controller for the Company from 1996 thru 1998.
The principal business of Nuasis, of which Carol Snell is Chairman, is
a provider of IP-based architecture for Internet contact centers. The principal
business of Mobileum, of which Christopher Brennan is Vice Chairman, is a
provider of wireless software infrastructure.
None of the directors is a director or officer of any other public company.
There are no transactions between Cintech Solutions and any director or officer
of the company, or any immediate family members of a director or executive
officer, in excess of $60,000.
7
PROPOSAL 1 -- ELECTION OF DIRECTORS
The number of directors of Cintech Solutions to be elected at the
Annual Meeting of Shareholders is five. Diane M. Kamionka, Bryant A. Downey,
Frank W. Terrizzi and Christopher D. Brennan are all current directors who have
been nominated for re-election. The Board of Directors has also nominated
Richard G. Reid to be elected as a member of the Board of Directors. Carol E.
Snell has declined to stand for re-election. NOMINEES RECEIVING THE FIVE HIGHEST
TOTALS OF VOTES CAST IN THE ELECTION WILL BE ELECTED AS DIRECTORS.
The following table lists certain information concerning the persons
who have been nominated for election as directors. The respective nominees have
furnished the information as to the number of shares beneficially owned.
COMMON SHARES
POSITION WITH CORPORATION OR BENEFICIALLY
SIGNIFICANT AFFILIATES AND DIRECTOR OWNED OR
NAME Age PRINCIPAL OCCUPATION OR BUSINESS SINCE CONTROLLED
---------------------------- --------- ------------------------------------- ------------ ------------------
Diane M. Kamionka 54 President and Chief Executive 1987 3,431,529
Officer of Cintech Solutions
Bryant A. Downey 38 Chief Technology Officer of Cintech 1987 1,717,652
Solutions
Frank W. Terrizzi 58 Retired Executive 1990 1,441,104
Christopher D. Brennan 44 Vice Chairman of Mobileum, Inc 2001 45,000(1)
(Solutions for wireless software
infrastructure).
Richard G. Reid 54 Retired Executive New 45,000(1)
(1) Includes grants of options for 45,000 shares that were awarded and subject
to the provisions of the Amended and Revised Stock Option Plan.
Except as set forth below, each of the foregoing nominees for directors
of the corporation has been engaged for the past five years in his or her
current occupation or in other capacities with the same entity. Mr. Reid is
retired from a 31 year career with Nortel Networks. He held various positions at
Nortel where he most recently served as President, Marketing, eBusiness
Solutions from September 2000 through June 2001. Mr. Reid was also President,
Emerging Service Provider Market Segment from December 1999 through August 2000,
President of Nortel's Global Carrier Solutions from February 1999 through
November 1999, Vice-President of North American Marketing DMS/Switching from
September 1997 through February 1999, Vice-President, Global Marketing for
Enterprise for Europe, Middle East and Africa from August 1996 through July
1997, and Managing Director, CPE for Europe, Middle East and Africa from July
1994 through July 1996.
8
Management does not anticipate that any of the nominees for election as
directors will be unable to serve as a director but, if that should occur for
any reason prior to the meeting, the persons named in the enclosed form of proxy
reserve the right to vote for another nominee at their discretion. Each director
elected will hold office until the next annual shareholders meeting and until
his successor is elected or appointed, unless his office is earlier vacated.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Cintech
Solutions' officers and directors and persons who own more than 10% of any class
of equity securities to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Officers, directors and greater than 10%
shareholders are required to furnish the company copies of all Section 16(a)
forms they file. During fiscal 2001, two directors of Cintech Solutions, Carol
Snell and Christopher Brennan, inadvertently filed Form 3 information after the
due date for such filing. Based solely upon a review of the Section 16(a) forms
furnished to Cintech Solutions during fiscal 2001, all directors, officers and
greater than 10% shareholders, with the exceptions of Ms. Snell and Mr. Brennan,
filed the reports required by Section 16(a) on a timely basis.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
In the fiscal year ended June 30, 2001, the Board of Directors met on
four (4) occasions. Each incumbent director attended all of the meetings of the
Board of Directors held during the fiscal year (during the period he or she has
been a director). Each incumbent director attended at least 75% of the meetings
held by all committees of the Board of Directors on which he or she served
during the fiscal year (during the period he or she served as a member of any
such committee).
Cintech Solutions has an Audit Committee of the Board of Directors. The Audit
Committee, which held three (3) meetings during fiscal 2001, recommends to the
entire Board of Directors the independent auditors to be employed by Cintech
Solutions, consults with the independent auditors with respect to their audit
plans, reviews the independent auditors' audit report and any management
letters issued by the auditors, and consults with the independent auditors with
regard to financial reporting and the adequacy of internal controls. The Board
of Directors has adopted a written charter for the Audit Committee, a copy of
which is attached to this proxy statement as Appendix A. The members of the
Audit Committee during fiscal 2001 were Christopher D. Brennan, Carol E. Snell,
and Frank W. Terrizzi. All of the members of the Audit Committee are
independent, as defined by Rule 4200(a)(15) of the National Association of
Securities Dealers' ("NASD") listing standards. In order to be considered
independent under Rule 4200(a)(15) of the NASD's listing standards, a member
cannot:
(1) be an employee or officer of Cintech Solutions;
(2) have a relationship that would interfere with the exercise of
independent judgment;
(3) have been an employee of the Company or its affiliates within
the three past years;
(4) have received compensation in excess of $60,000 in the prior
fiscal year other than compensation for board service,
benefits under a qualified plan, or non-discretionary
compensation;
(5) have an immediate family member who is an executive officer of
the Company; or
(6) be an executive officer of a company to which Cintech
Solutions has made payments to, or received payments from,
that exceeded 5% of Cintech Solutions' gross revenues or
$200,000, whichever is greater, in any of the past three
years.
Cintech Solutions has a Compensation Committee of the Board of
Directors, which held one (1) meeting during fiscal 2001. The Compensation
Committee determines the compensation arrangements
9
for the President and Chief Technology Officer of Cintech Solutions and reviews
proposed changes in management organization. The present members of the
Compensation Committee are Frank W. Terrizzi, Carol E. Snell and Christopher D.
Brennan.
Cintech Solutions also has a Stock Option Committee, which administers
its stock option plan, the present members of which are the current members of
the board of directors. None of the members of the Stock Option Committee have
received or shall receive any options under the Company's current stock option
plan with the exception of Mr. Brennan, who was awarded grants of options for
45,000 shares and Ms. Snell who was awarded grants of options for 54,000 shares.
Both awards were subject to the provisions of the Amended and Revised Stock
Option Plan. This Committee met once during fiscal 2001.
AUDIT COMMITTEE REPORT
The following Audit Committee Report is provided in accordance with the
rules and regulations of the SEC.
The Audit Committee has reviewed and discussed the audited consolidated
financial statements with management. The committee has also reviewed and
discussed with Deloitte & Touche LLP, their independent auditors, the matters
required to be discussed by SAS 61, as may be modified or supplemented.
The Audit Committee also has received the written disclosures and the
letter from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committee), as may be modified or supplemented and, as
required, as discussed with Deloitte & Touche LLP its independence.
Based on the foregoing discussions, the Audit Committee recommended to
the Board of Directors that the audited consolidated financial statements be
included in Cintech Solutions' Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2001 for the filing with the Securities and Exchange Commission.
This report has been provided by the Audit Committee.
Christopher D. Brennan
Carol E. Snell
Frank W. Terrizzi
COMPENSATION OF DIRECTORS AND OFFICERS
The following table sets forth the compensation earned by and paid to
the Chief Executive Officer and the other most highly compensated executives who
were serving as executive officers at the end of the most recently completed
fiscal year, who received total salary, bonus, and other compensation which
exceeded $100,000. There are no other named executive officers who would have
received total salary, bonus, and other compensation which exceeded U.S.
$100,000. In addition, there were no individuals for whom disclosure would have
been provided under the previous sentence but for the fact that the individual
was not serving as an officer of Cintech Solutions at the end of the most
recently completed financial year end.
10
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------- --------------------------------
NAME AND FISCAL SALARY BONUS OTHER ANNUAL SECURITIES RESTRICTED LTIP ALL
PRINCIPAL YEAR ($) ($)(1) COMPENSATION UNDER SHARES OR PAYOUTS OTHER
POSITION ($) (2) OPTIONS/ RESTRICTED ($) COMPENSATION ($)
SAR'S SHARE
GRANTED (#) UNITS ($)
------------------- -------- ------------ ----------- ---------------- -------------- ----------------- ----------- ----------------
Diane M. Kamionka 2001 $201,446 Nil $7,944 Nil Nil Nil Nil
President & Chief 2000 $201,158 $142,540 $8,385 Nil Nil Nil Nil
Executive Officer 1999 $176,215 $317,016 Nil Nil Nil Nil Nil
Bryant A. Downey, 2001 $186,156 $ 25,000 Nil Nil Nil Nil Nil
Chief Technology 2000 $171,122 $ 15,000 Nil Nil Nil Nil Nil
Officer 1999 $141,284 $ 25,000 Nil Nil Nil Nil Nil
David J. 2001 $130,118 $ 5,000 Nil Nil Nil Nil Nil
Thibodeau, 2000 $110,343 $ 25,295 Nil Nil Nil Nil Nil
Vice President - 1999 $101,399 $ 43,115 Nil Nil Nil Nil Nil
Customer Support
Services
Michael E. 2001 $102,348 $ 17,000 Nil Nil Nil Nil Nil
Freese, 2000 $ 96,317 $ 15,000 Nil Nil Nil Nil Nil
Director of 1999 $ 86,371 $ 12,000 Nil Nil Nil Nil Nil
Finance &
Administration
(1) Amounts are on an earned basis and may not have actually been paid as of
fiscal year end. Messr. Thibodeau's bonus compensation includes both
earned commission and bonus income.
(2) The amount in this column represents personal use of a company-provided
automobile.
9
11
STOCK OPTIONS
The following table sets forth information regarding stock options
granted to the Named Executive Officers in fiscal 2001:
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
--------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE OR
UNDERLYING GRANTED TO BASE PRICE
NAME OPTIONS EMPLOYEES IN ($/SH.) EXPIRATION
GRANTED # (1) (2) FISCAL YEAR DATE
------------------------ --------------- --------------- -------------- ---------------
Diane M. Kamionka - - - -
Bryant A. Downey - - - -
David J. Thibodeau 12,000 3.06% $2.33/Sh July 1, 2010
Michael E. Freese 12,000 3.06% $2.33/Sh July 1, 2010
(1) In fiscal 2001, the Company granted a total of 392,600 stock options
(75,000 on May 1, 2001, 25,000 on November 13, 2000, 90,000 on October
25, 2000, and 202,600 on July 1, 2000).
(2) Percentages based upon the total stock options granted (392,600) in
fiscal 2001.
The following table sets forth information regarding stock options
exercised by the Named Executive Officers during the last fiscal year and the
value of unexercised in-the-money options held by such named Executive Officers
as of September 10, 2001:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)
ACQUIRED ON VALUE ---------------------------- ---------------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
Diane M. Kamionka - - - - - -
Bryant A. Downey - - - - - -
David J. Thibodeau - - 50,000 37,000 $ 3,375 $ 1,125
Michael E. Freese - - 43,250 38,250 $ 2,250 $ 750
COMPENSATION OF DIRECTORS
10
12
Beginning in fiscal 2001, the Company compensated newly elected
non-employee directors (elected for the first time) with 45,000 stock options
granted in accordance with the provisions of the Amended and Revised Stock
Option Plan. On October 25, 2000, 45,000 stock options each were awarded to
Christopher D. Brennan and Carol E. Snell.
The Company reimburses any such non-employee directors for travel
expenses incurred in attending meetings of the Board and its committees.
EMPLOYMENT AGREEMENTS
The Company is not a party to any employment contracts.
PROPOSAL 2 -- APPOINTMENT OF AUDITORS
The accounting firm of Deloitte & Touche LLP is presently serving as
Cintech Solutions' independent accounting firm. Deloitte & Touche LLP also
served as Cintech Solutions' independent auditors with respect to Cintech
Solutions' financial statements for the fiscal year ended June 30, 2001.
At the Annual Meeting of Shareholders, the Board of Directors proposes
to appoint Deloitte & Touche LLP as auditors of Cintech Solutions to hold office
until the next annual meeting of shareholders at remuneration to be fixed by the
Board of Directors. Representatives of Deloitte & Touche LLP are expected to be
present at the Annual Meeting to respond to any questions that may arise.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF DELOITTE
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS. The affirmative vote of the
holders of a majority of the outstanding shares of Cintech Solutions common
stock is necessary for the appointment of Deloitte & Touche LLP as the company's
independent auditors.
AUDIT FEES
The aggregate fees billed for professional services rendered by Deloitte &
Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective
affiliates (collectively, "Deloitte") for its audit of the Company's annual
financial statements for the year ended June 30, 2001 and for its reviews of the
unaudited quarterly financial statements contained in the reports on Firm 10-QSB
filed by the Company during that year amounted to $56,500.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION AND OTHER SERVICES
There were no services rendered in connection with financial information
systems design and implementation.
ALL OTHER FEES
The aggregate fees billed for all services rendered by Deloitte other than
the Audit Fees described above, during the year ended June 30, 2001 amounted to
$25,405. The Audit Committee did consider whether Deloitte's provision of such
non-audit related services was compatible with maintaining the independence of
Deloitte and concluded that it was compatible with maintaining such
independence.
11
13
2002 SHAREHOLDER PROPOSALS
In order for any shareholder proposals for the 2002 Annual Meeting of
Shareholders to be eligible for inclusion in the Company's proxy statement and
form of proxy relating to that meeting, they must be received by the Secretary
of Cintech Solutions at 2100 Sherman Avenue, Cincinnati, Ohio 45212, prior to
May 24, 2002. The form of proxy we distribute with respect to the 2002 Annual
Meeting of Shareholders may include discretionary authority to vote on any
matter that is presented to the shareholders at the meeting (other than by
management) if the Secretary of Cintech Solutions does not receive notice of
that matter at the above address prior to August 7, 2002.
OTHER MATTERS
The Board of Directors does not know of any other business to be
presented at the Annual Meeting of Shareholders and does not intend to bring
other matters before the meeting. However, if other matters properly come before
the meeting, it is intended that the persons named in the accompanying proxy
will vote thereon according to their best judgment in the interests of Cintech
Solutions. The contents and the sending of this Proxy Statement have been
approved by the Board of Directors.
DATED: September 21, 2001
/s/ Bryant A. Downey
Bryant A. Downey
Secretary
14
CINTECH SOLUTIONS, INC.
2100 SHERMAN AVENUE
CINCINNATI, OHIO 45212
PROXY
The undersigned shareholder of Cintech Solutions, Inc. (the "Corporation")
hereby appoints DIANE M. KAMIONKA or, failing her, BRYANT A. DOWNEY, or
_____________________________ (complete blank only to appoint someone other than
Ms. Kamionka or Mr. Downey) as proxy, to attend, act and vote for the
undersigned at the annual meeting of shareholders of the Corporation, to be held
on Tuesday, October 23, 2001 and at any adjournment thereof in the following
manner:
Please mark X in the appropriate box. The Board of Directors recommends a FOR
vote on each proposal.
1. To elect Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below)
DIANE M. KAMIONKA, BRYANT A. DOWNEY, FRANK W. TERRIZZI,
CHRISTOPHER D. BRENNAN, RICHARD G. REID
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write the nominee's name on the space provided below)
2. To appoint Deloitte &Touche LLP as auditors:
[ ] FOR [ ] ABSTAIN [ ] AGAINST
3. In its discretion, the proxy is authorized to vote upon variations or
amendments to the matters identified above and such other business as may
properly come before the meeting or any adjournment thereof to the extent
such is permitted under Rule 14a-4(c) of the Securities Exchange Act of
1934.
The undersigned hereby revokes any proxies dated prior to the date hereof.
DATED , 2001
----------------- -----
----------------------------------- ------------------------------------
(Signature of Shareholder) (Signature of Joint Shareholder)
----------------------------------- ------------------------------------
(Print Name) (Print Name)
15
Please sign this Proxy as your name appears on your stock
certificate(s). ALL JOINT OWNERS MUST SIGN. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title. If shares are registered in the name of an executor, administrator,
trustee or similar holder, such holder must set out his/her full title and sign
the proxy exactly as registered. If shares are registered in the name of a
deceased or other shareholder, the shareholder's name must be printed in the
space provided, the proxy must be signed by the legal representative with
his/her name printed below his/her signature and evidence of authority to sign
on behalf of the shareholder must be attached to the proxy.
If the form proxy is not dated in the blank space above, the proxy
is deemed to bear the date on which it is mailed by the person making the
solicitation. This proxy ceases to be valid one year from its date.
You may appoint any person, who need not be a shareholder, as
nominee, other than those persons specifically named above, to attend and act on
the shareholder's behalf at the meeting by inserting the name of such person in
the blank space provided above or by completing another appropriate form of
proxy.
Your shares will be voted in accordance with your instructions
given above. If no instructions are given for a particular item, your shares
will be voted for that item.
A shareholder who has given a proxy may revoke it by depositing a
later dated proxy executed by the shareholder at the registered office of the
Corporation at any time up to and including the last business day prior to the
day the meeting or any adjournment thereof is to be held, or by giving notice of
revocation to the Chairman or Secretary of the Corporation in writing or in open
meeting at any time before the eariler proxy is exercised on any particular
matter or in any other manner permitted by law.