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:
[ ] 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-11(c) or Section
240.14a-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 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
-------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------
(3) Filing Party:
----------------------------------------------
(4) Date Filed:
------------------------------------------------
IVP TECHNOLOGY CORPORATION
2275 LAKESHORE BOULEVARD WEST, SUITE 401
TORONTO, ONTARIO M8V3Y3
Dear Shareholder:
You are cordially invited to attend the 2002 Annual Meeting of Shareholders of
IVP Technology Corporation. The annual meeting will be held on May 28, 2003, at
the Hyatt Regency Miami, at Miami Convention Center, 400 S.E. Second Avenue,
Miami, Florida 33131, at 9:00 a.m., local time.
Your vote is important and I urge you to vote your shares by proxy, whether or
not you plan to attend the meeting. After you read this proxy statement, please
indicate on the proxy card the manner in which you want to have your shares
voted. Then date, sign and mail the proxy card in the postage-paid envelope that
is provided. If you sign and return your proxy card without indicating your
choices, it will be understood that you wish to have your shares voted in
accordance with the recommendations of the Company's Board of Directors.
We hope to see you at the meeting.
Sincerely,
Brian MacDonald
President, Chief Executive and Chairman of the Board
May 6, 2003
IVP TECHNOLOGY CORPORATION
2275 LAKESHORE BOULEVARD WEST, SUITE 401
TORONTO, ONTARIO M8V3Y3
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 28, 2003
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders (the
"Annual Meeting") of IVP Technology Corporation (the "Company") will be held on
May 28, 2003, at the Hyatt Regency Miami, at Miami Convention Center, 400 S.E.
Second Avenue, Miami, Florida 33131, at 9:00 a.m., local time, for the following
purposes, as more fully described in the attached Proxy Statement:
(1) To elect three directors to the Company's Board of Directors;
(2) To approve an amendment to the Company's Articles of Incorporation
to increase the authorized common stock to 500,000,000 shares; and
(3) To consider such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on May 1, 2003,
as the record date for determining the shareholders entitled to notice of and to
vote at the Annual Meeting or at any adjournment thereof. A complete list of the
shareholders entitled to vote at the Annual Meeting will be open for examination
by any shareholder during ordinary business hours for a period of ten days prior
to the Annual Meeting at the Hyatt Regency Miami, at Miami Convention Center,
400 S.E. Second Avenue, Miami, Florida 33131.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
IMPORTANT
You are cordially invited to attend the Annual Meeting in person. In
order to ensure your representation at the meeting, however, please promptly
complete, date, sign and return the enclosed proxy in the accompanying envelope.
If you should decide to attend the Annual Meeting and vote your shares in
person, you may revoke your proxy at that time.
By Order of the Board of Directors,
Brian MacDonald
President, Chief Executive and Chairman of the Board
May 6, 2003
TABLE OF CONTENTS
PAGE NO.
IVP TECHNOLOGY CORPORATION........................................................................................1
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 28, 2003........................................2
ABOUT THE MEETING........................................................................................1
What is the purpose of the annual meeting?......................................................1
Who is entitled to vote?........................................................................1
Who can attend the annual meeting?..............................................................1
What constitutes a quorum?......................................................................1
How do I vote?..................................................................................2
What if I do not specify how my shares are to be voted?.........................................2
Can I change my vote after I return my proxy card?..............................................2
What are the Board's recommendations?...........................................................2
What vote is required to approve each item?.....................................................2
STOCK OWNERSHIP..........................................................................................4
Principal Stockholders..........................................................................4
Section 16(a) Beneficial Ownership Reporting Compliance.........................................4
PROPOSAL 1 - ELECTION OF DIRECTORS................................................................................5
Directors Standing for Election.................................................................5
RECOMMENDATION OF THE BOARD OF DIRECTORS.................................................................5
The Board of Directors Unanimously Recommends a Vote "FOR" the Election of Each of the
Nominees...............................................................................5
Meetings 6
Committee of the Board of Directors.............................................................6
Audit Committee Report..........................................................................6
MANAGEMENT...............................................................................................7
Resignations Of Members Of The Board Of Directors...............................................8
Executive Compensation..........................................................................8
Employment Agreements...........................................................................8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................................................10
PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION..........................................................13
(A)Classes of Stock...........................................................................14
RECOMMENDATION OF THE BOARD OF DIRECTORS................................................................14
DESCRIPTION OF CAPITAL STOCK............................................................................15
General ......................................................................................15
Common Stock...................................................................................15
Preferred Stock................................................................................15
Warrants 15
Equity Line of Credit..........................................................................16
Options ......................................................................................16
Anti-Takeover Effects Of Provisions Of The Articles Of Incorporation...........................16
Transfer Agent.................................................................................16
OTHER MATTERS...........................................................................................17
INDEPENDENT ACCOUNTANTS.................................................................................17
ADDITIONAL INFORMATION..................................................................................18
APPENDIX A-1
I. Purpose...................................................................................A-1
II. Composition..............................................................................A-1
III. Meetings................................................................................A-1
IV. Duties and Responsibilities..............................................................A-2
i
IVP TECHNOLOGY CORPORATION
2275 LAKESHORE BOULEVARD WEST, SUITE 401
TORONTO, ONTARIO M8V3Y3
-------------------------
PROXY STATEMENT
May 5, 2003
-------------------------
This proxy statement contains information related to the annual meeting
of shareholders of IVP Technology Corporation to be held on May 28, 2003, at the
Hyatt Regency Miami, at Miami Convention Center, 400 S.E. Second Avenue, Miami,
Florida 33131, at 9:00 a.m., local time, and at any postponements or
adjournments thereof. The Company is making this proxy solicitation.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the Company's annual meeting, shareholders will act upon the matters
outlined in the notice of meeting on the cover page of this proxy statement,
which relates to the election of directors and the approval of an amendment to
the Company's Articles of Incorporation to increase the authorized common stock
to 500,000,000 shares.
WHO IS ENTITLED TO VOTE?
Only shareholders of record on the close of business on the record
date, May 1, 2003, are entitled to receive notice of the annual meeting and to
vote the shares of common stock that they held on that date at the meeting, or
any postponements or adjournments of the meeting. Each outstanding share of
capital stock will be entitled to the number of votes set forth in the following
table on each matter to be voted upon at the meeting. The holders of common
stock vote together as a single class. See "Description of Securities."
DESCRIPTION OF CAPITAL STOCK NUMBER OF VOTES TOTAL VOTES
- ---------------------------- --------------- -----------
Common Stock One Vote Per Share 128,246,558
WHO CAN ATTEND THE ANNUAL MEETING?
All shareholders as of the record date, or their duly appointed
proxies, may attend the annual meeting, and each may be accompanied by one
guest. Seating, however, is limited. Admission to the meeting will be on a
first-come, first-serve basis. Registration will begin at 8:30 a.m., and seating
will begin at 8:45 a.m. Each shareholder may be asked to present valid picture
identification, such as a driver's license or passport. Cameras, recording
devices and other electronic devices will not be permitted at the meeting.
Please note that if you hold your shares in "street name" (that is,
through a broker or other nominee), you will need to bring a copy of a brokerage
statement reflecting your stock ownership as of the record date and check in at
the registration desk at the meeting.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, the shareholders held a total of 128,246,558 votes. As such,
holders of at least 64,123,280 shares (i.e., a majority) must be present at the
meeting, in person or by proxy, to obtain a quorum. Proxies received but marked
1
as abstentions and broker non-votes will be included in the calculation of the
number of shares considered to be present at the meeting.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and
return it to the Company, then it will be voted as you direct. If you are a
registered shareholder and attend the meeting, then you may deliver your
completed proxy card in person or vote by ballot at the meeting. "Street name"
shareholders who wish to vote at the meeting will need to obtain a proxy form
from the institution that holds their shares.
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
If you submit a proxy but do not indicate any voting instructions, then
your shares will be voted in accordance with the Board's recommendations.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy card, you may change your
vote at any time before the proxy is exercised by filing with the Secretary of
the Company either a notice of revocation or a duly executed proxy bearing a
later date. The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the persons
named as proxy holders on the proxy card will vote in accordance with the
recommendation of the Board of Directors. The Board's recommendation is set
forth together with the description of such item in this proxy statement. In
summary, the Board recommends a vote:
o FOR the election of the nominated slate of directors (see page
5);
o FOR the approval of an amendment to the Company's Articles of
Incorporation to increase the authorized shares of the
Company's common stock to 500,000,000 shares (see page 14).
With respect to any other matter that properly comes before the
meeting, the proxy holders will vote as recommended by the Board of Directors
or, if no recommendation is given, in their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
ELECTION OF DIRECTORS. The affirmative vote of a plurality of the votes
cast at the meeting (regardless of the class or series of stock held) is
required for the election of directors. This means that the three nominees will
be elected if they receive more affirmative votes than any other person. A
properly executed proxy marked "Withheld" with respect to the election of any
director will not be voted with respect to such director indicated, although it
will be counted for purposes of determining whether there is a quorum.
2
INCREASE IN AUTHORIZED SHARES. For the approval of an amendment to the
Company's Articles of Incorporation to increase the authorized shares of the
Company's common stock to 500,000,000 shares and any other item that properly
comes before the meeting, the affirmative vote of the holders of a majority of
the outstanding shares (regardless of the class or series of stock held) will be
required for approval. A properly executed proxy marked "Abstain" with respect
to such matter will not be voted, although it will be counted for purposes of
determining whether there is a quorum. Accordingly, an abstention will have the
effect of a negative vote.
If you hold your shares in "street name" through a broker or other
nominee, your broker or nominee may not be permitted to exercise voting
discretion with respect to some of the matters to be acted upon. Thus, if you do
not give your broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker non-votes,"
however, will be counted in determining whether there is a quorum.
3
STOCK OWNERSHIP
PRINCIPAL STOCKHOLDERS
The following table contains information about the beneficial ownership
of our common stock as of April 4, 2003, for:
(i) each person who beneficially owns more than five percent of
the common stock;
(ii) each of our directors;
(iii) the named executive officers; and
(iv) all directors and executive officers as a group.
COMMON STOCK
BENEFICIALLY OWNED
------------------------------------
NAME/ADDRESS TITLE OF CLASS AMOUNT PERCENTAGE(3)
------------------------------------ -------------------------- ------------------- ----------------
Brian MacDonald Common Stock 14,974,473 (1) 11.7%
Peter Hamilton Common Stock 14,974,473 (1) 11.7%
Kevin Birch Common Stock 14,974,473 (1) 11.7%
Geno Villella Common Stock 4,278,421 (1) 3.3%
Stephen Smith Common Stock 1,000,000 (2) *
---------------- ----------------
All Officers and Directors as a Group Common Stock 50,201,840 39.1%
================ ================
- ---------------
* Less than one percent.
(1) Of that total 60% of the shares have been released from escrow due to
the attainment of certain performance goals established with respect to
the assumption by IVP Technology of management contracts with
International Technology Marketing in August 2001. The remainder of
these shares are being held in escrow until satisfaction of certain
performance goals established in connection with the purchase of
International Technology Marketing. These people are entitled to vote
the escrowed shares while being held in escrow.
(2) Of that total, 500,000 shares were issued on December 31, 2002, with
the remaining 500,000 shares to be released on November 16, 2003.
(3) Applicable percentage of ownership is based on 128,246,558 shares of
common stock outstanding as of April 4, 2003 for each stockholder.
Beneficial ownership is determined in accordance within the rules of
the Commission and generally includes voting of investment power with
respect to securities. Shares of common stock subject to securities
exercisable or convertible into shares of common stock that are
currently exercisable or exercisable within 60 days of April 4, 2003
are deemed to be beneficially owned by the person holding such options
for the purpose of computing the percentage of ownership of such
persons, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
We are not aware of any instance when an executive officer, director or
owner of more than ten percent of the outstanding shares of common stock failed
to comply with reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934.
4
PROPOSAL 1 - ELECTION OF DIRECTORS
DIRECTORS STANDING FOR ELECTION
The Board of Directors of the Company consists of 3 seats. Each
director holds office until the first annual meeting of shareholders following
their election or appointment and until their successors have been duly elected
and qualified.
The Board of Directors has nominated Brian MacDonald, Peter Hamilton
and J. Stephen Smith for election as directors. The accompanying proxy will be
voted for the election of these nominees, unless authority to vote for one or
more nominees is withheld. In the event that any of the nominees is unable or
unwilling to serve as a director for any reason (which is not anticipated), the
proxy will be voted for the election of any substitute nominee designated by the
Board of Directors. The nominees for directors have previously served as members
of the Board of Directors of the Company and have consented to serve such term.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE NOMINEES
DIRECTORS - PRESENT TERM EXPIRES AT THE ANNUAL MEETING
BRIAN MACDONALD, PRESIDENT, CEO & CHAIRMAN OF THE BOARD. Brian
MacDonald, IVP's President and CEO was appointed to the board in November 2001
and elected Chairman of the Board in December 2001. Prior to his position with
IVP, Mr. MacDonald co-founded and was President and CEO of Springboard
Technology Solutions Inc., a Toronto-based information technology and software
development company. In 1995, he co-founded (with Mr. Peter Hamilton) and served
as the Executive VP Corporate Development and CFO of Lava Systems Inc., a
multinational software company that provided document management, imaging and
work flow software services, based in Toronto, Chicago, London, and Australia.
During this time, he assisted Lava Systems in raising over CAD $36 million, and
co-led the company to public status with a listing on the Toronto Stock
Exchange. Also, during his tenure with Lava Systems Inc., Mr. MacDonald assisted
in the acquisition of 4 companies in the United Kingdom and Australia. Mr.
MacDonald graduated from the University of Alberta in 1974 with an honors BA in
Political Science, and received his Masters of Arts in Public Policy and
Political Science from the University of British Columbia in 1979. He holds a
Fellow of the Institute of Canadian Bankers designation. Mr. MacDonald has
served in managerial capacities with The Toronto Dominion Bank, Banque Nationale
de Paris, Confederation Life Insurance Company and ABN Amro Bank.
PETER HAMILTON, EXECUTIVE VICE-PRESIDENT, BUSINESS DEVELOPMENT. Peter
Hamilton, IVP's Executive Senior Vice-President, Business Development was
appointed a Director in November 2001. Mr. Hamilton oversees product
development, distribution activities and sales for IVP Technology. In 1999, he
co-founded with Mr. MacDonald, Springboard Technology Solutions Inc. and has
served as the VP Sales and Consulting. Prior to his position with Springboard,
in 1995, Mr. Hamilton co-founded (with Mr. MacDonald) and served as President
and CEO of Lava Systems Inc., a multinational software company that provided
document management, imaging and work flow software services, based in Toronto,
Chicago, London, and Australia. During this time, Mr. Hamilton was responsible
for overseeing Lava's expansion of its operations into Europe, Australia, U.S.
and Canada and developed business partners in South America, South Africa, the
Middle East and Scandinavia. He also assisted Lava in raising over CAD $36
million, and co-led the company to public status with a listing on the Toronto
Stock Exchange. Prior to this, Mr. Hamilton served as Senior VP of Operations
for SoftKey Software International, a publicly traded company on the New York
Stock Exchange. He was responsible for SoftKey's day-to-day operations,
including manufacturing, product distribution, information systems, finance,
customer support, technical support and product data management and marketing.
In addition, Mr. Hamilton integrated 18 new businesses into SoftKey's
operations, during his tenure and was instrumental in the growth of the company
from $2,000,000 in sales in 1989 to $300,000,000 in 1995.
5
J. STEPHEN SMITH, DIRECTOR. J. Stephen Smith has served as a Director
of IVP Technology since November 2001. 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
development and applied solutions. He has served as Vice-President Operations
for CDI Marine, the nation's largest marine engineering firm and has held the
positions of Director of Engineering, Vice-President and President of ROH, 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. Mr. Smith graduated with a BBA from the University of Notre
Dame and received his Masters in Science and Electronics Engineering from the
U.S. Naval Postgraduate School.
MEETINGS
During the Company's fiscal year ending December 31, 2002 ("Fiscal
2002"), the Board of Directors met on 6 occasions and the Audit Committee met on
4 occasions. Each incumbent director attended all of meetings of the Board of
Directors and the Audit Committee on which he served.
COMMITTEE OF THE BOARD OF DIRECTORS
During a Board of Directors meeting held on March 19, 2002, an audit
committee was established. The audit committee reports to the Board of Directors
regarding the appointment of our independent public accountants, the scope and
results of our annual audits, compliance with our accounting and financial
policies and management's procedures and policies relative to the adequacy of
our internal accounting controls. The audit committee is comprised of Messrs.
MacDonald and Smith. IVP Technology does not have a nominating or compensation
committee.
AUDIT COMMITTEE REPORT
The Audit Committee is governed by a written charter approved by the
Board of Directors. A copy of this Charter is included in the Appendix. The
Audit Committee has reviewed and discussed with its independent auditors the
matters required to be discussed by SAS61. The Audit Committee has received the
written disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1, and has discussed with the
independent accountant the independent accountant's independence. The Audit
Committee has reviewed and discussed the audited financial statements for the
year ended December 31, 2002 with management. Based on these reviews and
discussions, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-KSB for the last fiscal year for filing with the SEC.
BRIAN MACDONALD
J. STEPHEN SMITH
6
MANAGEMENT
Our directors and officers are as follow:
NAME AND ADDRESS AGE POSITION
- -------------------------------------------------- --------------- -------------------------------------------------
Brian MacDonald 54 President, CEO & Chairman of the Board
16 Wetherfield Place Director
Toronto, Ontario M3B 2E1
Canada
Peter Hamilton 55 Executive Vice-President, Business Development
2261 Rockingham Drive Director
Oakville, Ontario L6H 7J4
Canada
Kevin Birch 32 Senior VP & Chief Technology Officer
6860 Meadowvale Town Centre Circle Officer
Mississauga, Ontario L5N7T4
Canada
Geno Villella 43 VP Implementation
3 Sawmill Road Officer
Toronto, Ontario M3L2L6
Canada
J. Stephen Smith 64 Director 11614 Holly Briar Lane
Great Falls, VA 22066
United States
Below are biographies of our executive officers (who were not also
directors) as of December 31, 2002:
KEVIN BIRCH, SENIOR VP & CHIEF TECHNOLOGY OFFICER. Kevin Birch has
served as IVP's Senior VP and Chief Technology Officer since November 2001. Mr.
Birch is the day to day manager of Springboard Technology Solutions and MDI
Solutions and also manages IVP Technology's integration of new products and
services in the enterprise division. His background includes architecting,
developing and managing many complex software development projects in sectors as
diverse as financial services, leisure products, health care and non-profit
organizations in Canada and the United States. In 1999, Mr. Birch was the VP of
Multimedia and Software Development for Springboard Technology Solutions Inc, a
Toronto-based network solutions web and software application developer, that
creates processes that enhance business productivity and profitability. Prior to
this, he spent several years as an Interface Architect with HealthLink Clinical
Data Network, Inc., where he was responsible for the development and support of
information system interfaces in and between major health care facilities across
Canada.
GENO VILLELLA, VP IMPLEMENTATION. Geno Villella, IVP's VP
Implementation manages IVP Technology's Network solutions service team and
assists in the development of applications to enhance client productivity and
profitability. Mr. Villella has over 20 years experience in mainframe and
distributed systems infrastructure deployment, and is highly skilled in
designing and implementing all types of communications and computer networks.
Prior to this, in 1999, Mr. Villella was the Vice-President IT and Network
Solutions at Springboard Technology Solutions Inc. He has also held executive
positions with James River Corporation, Insight Business Consultants and Lava
Systems Inc.
7
COMPENSATION OF NON-EMPLOYEE DIRECTORS. J. Steven Smith will be paid
500,000 shares of common stock for each year of service on the board. There is
no separate compensation for directors who are also a part of management for
their services as a director of IVP Technology. All directors will be reimbursed
for all of their out-of-pocket expenses incurred in connection with the
rendering of services as a director.
There are no family relationships among directors, executive officers
or persons nominated to become directors of executive officers.
RESIGNATIONS OF MEMBERS OF THE BOARD OF DIRECTORS
Dr. Michael Sidrow and Robert M. King resigned citing personal reasons
as members of our Board of Directors on May 13, 2002.
EXECUTIVE COMPENSATION
The following summary compensation table shows certain compensation
information for services rendered in all capabilities for the calendar years
ended December 31, 2002, 2001 and 2000. Other than as set forth herein, no
executive officer's cash salary and bonus exceeded $100,000 in any of the
applicable years. The following information includes the dollar value of base
salaries, bonus awards, the value of restricted shares issued in lieu of cash
compensation and certain other compensation, if any, whether paid or deferred:
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------- --------------------------------------------------------
RESTRICTED
OTHER STOCK
NAME & ACCRUED AWARDS IN LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION US$ OPTIONS/SARS PAYOUTS COMPENSATION
- ------------------- ------------ ---------- -------- ------------- ------------- ----------------- ---------- -------------
Brian MacDonald (4) 2002 $60,933 $ -- -- -- -- -- --
President, 2001 $7,440 -- -- -- -- -- --
Chief Executive and
Chairman of the
Board
John Maxwell 2002 -- -- -- 25,000 (3) -- -- --
President (2) 2001 -- -- -- -- -- -- --
2000 -- -- -- 150,000 -- -- --
John Trainor, 2002 -- -- -- 25,000 (3) -- -- --
Secretary (2) 2001 -- -- -- -- -- -- --
2000 -- -- -- 144,000 -- -- --
- -------------------
(1) Messrs. Maxwell and Trainor each received 200,000 shares of restricted
common stock valued at $.75 and $.72 per share, respectively, in lieu
of cash compensation.
(2) Effective December 15, 2001, Messrs. Maxwell and Trainor resigned as
officers and directors of IVP Technology.
(3) In March 2002, Messrs. Maxwell and Trainor each received 500,000 shares
of restricted common stock valued at $.05 per share, in lieu of cash
compensation.
(4) Mr. MacDonald became Chief Executive Officer on November 16, 2001. This
excludes the issuance of 8,984,684 shares to Mr. MacDonald in
connection with the acquisition of International Technology Marketing.
These shares were valued at $1,647,192.
IVP Technology has no deferred compensation, stock options, SAR or
other bonus arrangements for its employees and/or directors. During the calendar
year ended December 31, 2002, all decisions concerning executive compensation
were made by the Board of Directors.
EMPLOYMENT AGREEMENTS
In August 2001, International Technology Marketing entered into
employment agreements with Brian MacDonald and Peter J. Hamilton. Mr. MacDonald
is employed as President and Treasurer and Mr. Hamilton is employed as
8
Vice-President, Sales. Each of these agreements has a term of three years and
thereafter will continue for one year terms unless either party terminates the
agreement at least 90 days prior to the end of any term. Each of Mr. MacDonald
and Mr. Hamilton has a salary of CAD $96,000 per year, plus 6% of sales revenue.
As ITM is a dormant corporation following its acquisition by IVP Technology it
has no sales revenue and therefore IVP is not liable to pay any portion of its
sales revenues to Mr. MacDonald or Mr. Hamilton. IVP Technology guarantees the
payments under these employment contracts. Neither Mr. MacDonald nor Mr.
Hamilton receives any further compensation for service as an officer or director
of IVP Technology.
In September 2001, International Technology Marketing entered into
employment agreements with Geno Villella, Kevin Birch and Sherry Bullock. Mr.
Villella is employed as Vice-President Implementation, Mr. Birch is employed as
Senior Vice-President and Chief Technology Officer and Ms. Bullock was employed
as Vice-President Marketing. Ms. Bullock left the company as of July 10, 2002.
Ms. Bullock will receive a payment of approximately $2,500 per month until June
30, 2003 as compensation under her termination agreement. Each of these
agreements has a term of three years and thereafter will continue for one year
terms unless either party terminates the agreement at least 90 days prior to the
end of any term. Mr. Villella is paid a base salary of CAD $36,000 per year, Mr.
Birch is paid a base salary of CAD $60,000 per year and Ms. Bullock was paid a
base salary of CAD $48,000 per year. IVP Technology guarantees the payments
under these employment contracts. Neither Mr. Villella nor Mr. Birch received
any further compensation for services as an officer or director of IVP
Technology. IVP Technology assumed these contracts effective April 1, 2002.
IVP Technology does not have a stock option plan and no named executive
officer holds any options to purchase shares of IVP Technology's common stock.
9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Several directors and executive officers advanced funds to IVP
Technology or otherwise did not collect amounts owed to them during the year
ended December 31, 2002. As of that date, IVP Technology was indebted to Mr.
MacDonald and Mr. Hamilton in the amounts of $185,739 and $174,750,
respectively. Other employees and shareholders were owed $729,112 as of December
31, 2002.
On July 1, 2002, IVP Technology acquired all the outstanding shares of
Springboard Technology Solutions Inc. for consideration of 2,000 common shares
on the basis of a one for one exchange. Springboard Technology Solutions Inc.
was owned by Messrs. MacDonald, Hamilton, Birch, Villella and Ms. Bullock, all
of whom were officers or directors of IVP Technology at the time of acquisition
and has provided the physical infrastructure for IVP Technology Inc., since
January 1, 2002. Springboard has been in operation for three years. At the time
of acquisition Springboard Technology had 10 full time employees and
consultants. The acquisition was consummated for $260 of stock and therefore IVP
Technology did not believe the use of an independent negotiating committee was
warranted.
On June 1, 2002, Ignition Entertainment Limited entered into a
consulting agreement with Montpelier Limited whereby Montpelier will provide
business development and financial advice to Ignition. Under the terms of the
agreement, Ignition is obligated to pay Montpelier (pound)179,850 ($262,970)
yearly in equal monthly installments of $21,914. Additionally, Montpelier was
entitled to receive a signing bonus of (pound)29,975 ($43,828) upon execution of
the agreement. Montpelier Limited is owned by Vijay Chadha, Ajay Chadha and
Martin Monnieckdam, all of whom are officers of Ignition Entertainment.
During the three months ended March 31, 2002, IVP Technology issued
1,000,000 shares each to Messrs. Smith, Sidrow and King for services as
directors for the two year period 2001-2003. The 3,000,000 shares are held in
escrow. Subsequent to the quarter ended March 31, 2002, Messrs. Sidrow and King
resigned from the Board of Directors for personal reasons and as a result their
entitlement to shares terminated. The shares related to Mr. Sidrow and Mr. King
have been rescinded.
IVP Technology's principal executive office is located at 2275
Lakeshore Blvd. West Suite 401, Toronto Ontario M8V 3Y3 Canada, which are also
the premises occupied by Springboard Technology Solutions Inc. IVP Technology
had an oral agreement which commenced January 1, 2002, with Springboard
Technology Solutions, Inc., a corporation which was owned by Messrs. MacDonald,
Hamilton, Birch, Villella and Ms. Bullock, until it was purchased by IVP
Technology on July 1, 2002, whereby IVP Technology has agreed to pay
Springboard its actual out-of-pocket expenses for rent, utilities, network
infrastructure, equipment leases and all office administrative services. Messrs.
MacDonald and Hamilton are officers and directors of IVP Technology. Messrs.
Birch and Villella are officers of IVP Technology. Ms. Bullock was an officer of
IVP Technology until her resignation in July, 2002. On July 1, 2002 IVP
Technology acquired Springboard Technology.
On September 17, 2001, IVP Technology entered into a stock purchase
agreement with International Technology Marketing, Inc. whereby IVP Technology
is obligated to issue 50 million shares of common stock to the shareholders of
International Technology Marketing, who include Messrs. MacDonald, Hamilton,
Birch, Villella and Ms. Bullock, the current and former members of our
management team, in exchange for all of International Technology Marketing's
common stock. In that transaction, IVP Technology, represented by its corporate
counsel, Thomas Chown, the board members and executives in place at that time,
none of which are part of current management or its board of directors,
negotiated and entered into, on a arms length basis, an agreement with the five
founders of International Technology Marketing Inc., a newly formed company, to
gain the dedicated management services of the International Technology
Marketing's founders for the benefit of IVP Technology. The founders of ITM were
experienced finance, marketing, sales and information technologies. The method
chosen for obtaining, in bulk, the services of the new management team was
accomplished by the two companies entering into a stock purchase agreement
whereby IVP acquired the shares of ITM; however the shareholders of ITM were not
to receive their shares until IVP met certain revenue milestones. A resolution
with regard to the acquisition of ITM and the obtaining of the services of the
management team was included in a proxy statement sent to the registered
10
shareholders of IVP which was, at the properly constituted annual general
meeting held on November 16, 2001, which was approved by a majority of
shareholders.
On March 25, 2002, we issued the 50 million shares of common stock to
be held by IVP Technology until the escrow agreement is executed to hold the
shares. These shares will be held pending satisfaction of certain performance
related goals. As these goals are achieved, the shares will be disbursed from
the escrow to the former shareholders of International Technology Marketing. The
former shareholders are entitled to vote the shares held in escrow pending
satisfaction of the performance goals. In the quarter ended September 30, 2002
the former shareholders of ITM became eligible to receive the first two tranches
related to the revenue milestones. The issuance of the shares was accounted for
by the recording an expense under salaries for $3,800,000 or 20,000,000 times
the $0.19 cent share price as at September 30, 2002. On December 31, 2002, an
additional 10,000,000 shares qualified for release. These shares were valued for
accounting purposes at $0.17 per share. These disbursements of shares were
non-cash items.
The performance goals are as follows:
o 10,000,000 shares will be disbursed upon aggregate sales of
$500,000.
o 10,000,000 shares will be disbursed upon aggregate sales of
$1,000,000.
o 10,000,000 shares will be disbursed upon aggregate sales of
$2,000,000.
o 10,000,000 shares will be disbursed upon aggregate sales of
$6,000,000.
o 10,000,000 shares will be disbursed upon aggregate sales of
$16,200,000.
Concurrent with the approval of the acquisition of ITM, IVP's
shareholders voted to increase the number of authorized shares of IVP
Technology, which, in part, permitted the company to issue sufficient shares to
pay out shares for the management services obtained through the stock purchase
agreement between of ITM and IVP, and, in part, to provide sufficient shares to
acquire additional assets, entities and financing. The acquisition of ITM was,
and is, to be satisfied by the issuance of 50,000,000 shares of IVP to the five
founding shareholders of ITM. This share issuance has not yet been fully
accounted for as the shares given in exchange for ITM are subject to performance
milestones. In the third quarter ended September 30, 2002 the founders of ITM
became eligible to receive 20,000,000 shares for meeting the first two
milestones and these shares were recorded as "compensation payment" shares and
valued on a market price basis as at the close of business on September 30,
2002, at a cost of $3,800,000. On December 31, 2002, an additional 10,000,000
shares qualified for release. These shares were valued for accounting purposes
at $0.17 per share. These disbursements of shares were non-cash items. The
remaining 20,000,000 shares will also be recorded as a type of "compensation
payment" on the appropriate quarterly financial statements as the revenue
milestones are met and the shares are released to the management. The "cost" of
the remaining 20,000,000 shares that will be owed cannot be determined at this
time as it is dependent on the share price of IVP shares at the quarterly close
if one or more milestones have been met. The 50,000,000 shares that are issuable
in connections with the ITM transaction are being registered in this filing.
In March 2000, IVP, through an agreement with TPG Capital Corporation,
which was operated by James Cassidy, a lawyer in Washington D.C., acquired
Erebus Corporation for $200,000 in cash and 350,000 shares of IVP at the then
market value of IVP. This consideration was paid as a fee to TPG Capital, the
sole shareholder of Erebus Corporation. The Erebus transaction was undertaken
between Erebus, a non-active reporting entity, and IVP Technology, in order for
IVP could become a reporting issuer with the SEC and thereby maintain its status
as a listed company on the OTCBB. From an accounting standpoint the Erebus
transaction was treated as a recapitalization (stock for stock transaction and
no goodwill was recorded).
TPG Capital was the sole shareholder of Erebus Inc., an inactive
reporting shell company. The consulting agreement states that one year after the
execution of the agreement ("reset date") the 350,000 common shares issued by
IVP Technology to the former stockholder shall be increased or decreased based
upon the average closing price of IVP Technology's stock 30 days prior to the
reset date, so the value of the 350,000 shares was equal $500,000. The average
11
closing price of the stock was $0.1487 per share. Based on the consulting
agreement IVP Technology is obligated to issue an additional 3,028,378 common
shares to the consultant as an additional fee. IVP Technology does not believe
that it will be legally obligated to issue the shares based on the reset date as
the SEC had previously reached a settlement agreement with Mr. Cassidy and TPG
Capital with regard certain practices related to vending reporting shells to
nonreporting entities in order for the later to retain listing status on the OTC
BB. See SEC Litigation release no. 17023/June 4, 2001.
Since becoming a reporting entity IVP Technology has filed and
maintained its reporting obligations to the SEC.
12
PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION
Our Company's Board of Directors proposes an amendment to our Company's
Articles of Incorporation to increase the number of authorized shares of common
stock, $0.001 par value, from 150,000,000 to 500,000,000 shares. Our Company
desires to increase its authorized common stock because it does not have
sufficient authorized common stock available to (i) issue shares to pay
consultants or employees in lieu of cash compensation, (ii) issue shares in
exchange for outstanding indebtedness, (iii) issue shares to provide an
incentive to attract or retain employees, (iv) issue shares under the Equity
Line of Credit, as more fully described below, in the event our Board of
Directors decides to access additional cash from the sale of stock under the
Equity Line of Credit, (v) issue 15,000,000 shares to the former shareholders of
Ignition Entertainment Limited as a result of IVP's acquisition of substantially
all of the shares of Ignition Entertainment Limited on May 28, 2002, (vi) issue
shares to certain other parties in connection with Ignition Entertainment
Limited acquisition, and (vii) issue shares in pursuit of other acquisitions
which may present opportunities to grow and enhance its business (although IVP
Technology does not currently have any agreements for any such acquisitions).
The amendment to our Company's Articles of Incorporation shall provide
for the authorization of 500,000,000 shares of our Company's common stock. As of
April 4, 2003, 128,246,558 shares of the Company's common stock were
outstanding.
There are certain advantages and disadvantages of voting for an
increase in the Company's authorized common stock. The advantages include:
o The ability to raise capital by issuing capital stock,
including under the Equity Line of Credit.
o The ability to fulfill our Company's obligations in connection
with the Ignition Entertainment Limited acquisition.
o The ability to fulfill our Company's obligations by having
capital stock available upon the exercise of outstanding
warrants.
o To have shares available to pursue business expansion
opportunities.
o To have shares available to retain or reward high value
employees, as the Company does not maintain a stock option
plan.
The disadvantages include:
o Potential dilution to the existing shareholders, including a
decrease in our net income per share in future periods. This
could cause the market price of our stock to decline.
o Provoking short-selling in our common stock, which would put
downward pressure on the market price of our common stock.
o Increasing the supply of shares of stock. This supply of stock
without a corresponding demand could cause the market price of
our stock to decline.
o A potential change of control if all or a significant block of
the shares to be issued are held by one or more shareholders
working together.
If the amendment to our Company's Articles of Incorporation is adopted,
an amendment to the Articles of Incorporation of IVP Technology Corporation
shall be filed with the Nevada Secretary of State so that Article 3(A) shall be
as follows:
13
(A) CLASSES OF STOCK
"The Corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares that the corporation is
authorized to issue is Five Hundred Fifty Million
(550,000,000) shares, each with a par value of $0.001 per
share. Five Hundred Million (500,000,000) shares shall be
Common Stock and Fifty Million (50,000,000) shares shall be
Preferred Stock."
In additional to the reasons specified above, the Company's Board of
Directors believes that it is desirable to have additional authorized shares of
common stock available for possible future financings, possible future
acquisition transactions and other general corporate purposes. Having such
additional authorized shares of common stock available for issuance in the
future would give our Company greater flexibility and may allow such shares to
be issued without the expense and delay of a special shareholders' meeting.
Although such issuance of additional shares with respect to future financings
and acquisitions would dilute existing shareholders, management believes that
such transactions would increase the value of our Company to our shareholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL
OF AN AMENDMENT TO OUR COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, $0.001 PAR VALUE, FROM 150,000,000
TO 500,000,000 SHARES.
14
DESCRIPTION OF CAPITAL STOCK
GENERAL
IVP Technology's authorized capital consists of 150,000,000 shares of
common stock, par value $0.001 per share and 50,000,000 shares of preferred
stock, par value $0.001 per share. At April 4, 2003, there were 128,246,558
outstanding shares of common stock (which does not include the 15,000,000 shares
of common stock and the 3,500,000 shares of preferred stock IVP Technology is
required to issue for the Ignition Entertainment Limited acquisition) and no
outstanding shares of preferred stock. Set forth below is a summary description
of certain provisions relating to IVP Technology's capital stock contained in
its Articles of Incorporation and By-Laws and under the Nevada Revised Statutes.
The summary is qualified in its entirety by reference to IVP Technology's
Articles of Incorporation and By-Laws and the Nevada law.
COMMON STOCK
Each outstanding share of common stock has one vote on all matters
requiring a vote of the stockholders. There is no right to cumulative voting;
thus, the holder of fifty percent or more of the shares outstanding can, if they
choose to do so, elect all of the directors. In the event of a voluntary of
involuntary liquidation, all stockholders are entitled to a pro rata
distribution after payment of liabilities and after provision has been made for
each class of stock, if any, having preference over the common stock. The
holders of the common stock have no preemptive rights with respect to future
offerings of shares of common stock. Holders of common stock are entitled to
dividends if, as and when declared by the Board out of the funds legally
available therefore. It is IVP Technology's present intention to retain
earnings, if any, for use in its business. The payment of dividends on the
common stock are, therefore, unlikely in the foreseeable future.
For the Ignition Entertainment Limited acquisition, 20,000,000 shares
of common stock will be held in escrow of which 15,000,000 will be a portion of
the payment for the acquisition of Ignition and 5,000,000 shares of common stock
will be held for DcD Holdings for financing activities made in connection with
the acquisition of Ignition Entertainment.
PREFERRED STOCK
We are required to issue 3,500,000 shares of preferred stock in
connection with the Ignition Entertainment acquisition. The terms of these
preferred shares have not yet been voted on by the Board of Directors. Currently
there are no outstanding shares of preferred stock. The Board of Directors is
authorized, within the limitations and restrictions prescribed by law or stated
in the Articles of Incorporation, and by filing a certificate pursuant to
applicable law of the State of Nevada, to provide for the issuance of preferred
stock in series and (i) to establish from time to time the number of shares to
be included in each series; (ii) to fix the voting powers, designations, powers,
preferences and relative, participating, optional or other rights of the shares
of each such series and the qualifications, limitations or restrictions thereof,
including but not limited to the fixing and alteration of the dividend rights,
dividend rate, conversion rights, conversion rates, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price or
prices, and the liquidation preferences of any wholly unissued series of shares
of preferred stock; and (iii) to increase or decrease the number of shares of
any series subsequent to the issue of shares of that series, but not below the
number of shares of any series shall be so decreased, the shares constituting
such decrease shall resume the status, which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.
WARRANTS
IVP Technology has outstanding warrants to purchase 265,000 shares of
common stock, of which 15,000 shares have an exercise price of $0.50 per share
and 250,000 shares have an exercise price of $0.099 per share. These warrants
expire on the fifth anniversary of issuance and were issued in connection with
the Equity Line of Credit. IVP Technology also has warrants outstanding to
purchase 100,000 shares of common stock, which were issued in connection with a
15
note given to Rainbow Holdings. The note was repaid in 2002 by the issuance of
stock. These warrants issued in 2001 and the weighted average fair value of the
warrants at the time of grant was $0.29 per share. The weighted average
remaining life of all warrants as of December 31, 2002, was approximately 3.9
years. As of December 31, 2002, all warrants were fully voted and exercisable.
EQUITY LINE OF CREDIT
In April 2002, and subsequently amended as to amount in May 2002, our
Company entered into an Equity Line of Credit Agreement with Cornell Capital
Partners, L.P. Pursuant to the Equity Line of Credit, our Company may, at its
discretion, periodically sell to Cornell Capital Partners shares of common stock
for a total purchase price of up to $10.0 million. For each share of common
stock purchased under the Equity Line of Credit, Cornell Capital Partners will
pay 92% of the lowest closing bid price of the common stock on the
Over-the-Counter Bulletin Board or other principal market on which the common
stock is traded for the 5 days immediately following the notice date. Cornell
Capital Partners is a private limited partnership whose business operations are
conducted through its general partner, Yorkville Advisors, LLC. Further, Cornell
Capital Partners will be paid a fee of 3% of each advance under the Equity Line
of Credit as a fee. In addition, we engaged Westrock Advisors, Inc., a
registered broker-dealer, to advise our Company in connection with the Equity
Line of Credit. For its services, Westrock Advisors, Inc. received 100,000
shares of our common stock. The registration statement was declared effective on
February 14, 2003. To date, our Company received advances totaling $150,000
under the Equity Line of Credit for the issuance of 2,155,964 shares of common
stock. As of the date of this proxy statement, substantially all of our
Company's authorized shares of common stock were allocated to specific purposes.
As a result, our Company may not have sufficient shares of common stock
available to issue under the Equity Line of Credit, in other capital raising
transactions or otherwise. This means that our Company will not be able to raise
capital from the sale of common stock, whether under the Equity Line of Credit
or otherwise, unless the majority of the outstanding shares of common stock vote
to approve an increase to the number of shares of common stock that our Company
is authorized to issue. Our Company's failure to obtain such approval will mean
that we will not be able to raise capital under the Equity Line of Credit or
from the sale of our stock.
OPTIONS
Our Company has no outstanding options.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION
AUTHORIZED AND UNISSUED STOCK. The authorized but unissued shares of
our common are available for future issuance without our stockholders' approval.
These additional shares may be utilized for a variety of corporate purposes
including but not limited to future public or direct offerings to raise
additional capital, corporate acquisitions and employee incentive plans. The
issuance of such shares may also be used to deter a potential takeover of IVP
Technology that may otherwise be beneficial to stockholders by diluting the
shares held by a potential suitor or issuing shares to a stockholder that will
vote in accordance with IVP Technology's Board of Directors' desires. A takeover
may be beneficial to stockholders because, among other reasons, a potential
suitor may offer stockholders a premium for their shares of stock compared to
the then-existing market price.
The existence of authorized but unissued and unreserved shares of
preferred stock may enable the Board of Directors to issue shares to persons
friendly to current management which would render more difficult or discourage
an attempt to obtain control of our company by means of a proxy contest, tender
offer, merger or otherwise, and thereby protect the continuity of our company's
management.
TRANSFER AGENT
The Transfer Agent for the common stock is Pacific Stock Transfer
Company located at P.O. Box 93385, Las Vegas, Nevada 89193-3385.
16
OTHER MATTERS
As of the date of this proxy statement, our Company knows of no
business that will be presented for consideration at the meeting other than the
items referred to above. If any other matter is properly brought before the
meeting for action by shareholders, proxies in the enclosed form returned to our
Company will be voted in accordance with the recommendation of our Board of
Directors or, in the absence of such a recommendation, in accordance with the
judgment of the proxy holder.
INDEPENDENT ACCOUNTANTS
The firm of Weinberg & Company, P.A. served as our Company's
independent accountants for Fiscal 2002. Representatives of the firm will be
available by telephone to respond to questions at the Annual Meeting of the
Shareholders. These representatives will have an opportunity to make a statement
if they desire to do so. The Company has selected Weinberg & Company, P.A. as
its independent accounts for the fiscal year ended December 31, 2003.
AUDIT FEES. The aggregate fees billed for professional services
rendered $91,744 and $37,628 for the audits of the Company's annual financial
statements for the fiscal years ended December 31, 2002 and 2001, respectively,
and the reviews of the financial statements included in the Company's annual and
quarterly reports for those fiscal years.
AUDIT-RELATED FEES. No fees were billed in either of the last two
fiscal years for assurance and related services by the principal accountant.
TAX FEES. No fees were billed in either of the last two fiscal years
for tax compliance, tax advice of tax planning.
ALL OTHER FEES. No other fees were billed during the two fiscal years.
The Company's Board of Directors took into consideration whether the
provision of the services described above was for fiscal year 2002 and will be
for fiscal year 2003 compatible with maintaining the independence of the
Company's outside principal accountants.
17
ADDITIONAL INFORMATION
PROPOSALS OF SHAREHOLDERS FOR THE NEXT ANNUAL MEETING. Proposals of
shareholders intended for presentation at the 2004 annual meeting must be
received by IVP Technology on or before November 29, 2003, in order to be
included in the proxy statement and form of proxy for that meeting.
Additionally, IVP Technology must have notice of any shareholder proposal to be
submitted at the 2004 Annual Meeting (but not required to be included in the
Proxy Statement) by March 18, 2004, or such proposal will be considered untimely
pursuant to Rule 14a-4 and Rule 14a-5(e) under the Exchange Act and persons
named in the proxies solicited by management may exercise discretionary voting
authority with respect to such proposal.
PROXY SOLICITATION COSTS. Our Company is soliciting the enclosed
proxies. The cost of soliciting proxies in the enclosed form will be borne by
our Company. Officers and regular employees of our Company may, but without
compensation other than their regular compensation, solicit proxies by further
mailing or personal conversations, or by telephone, telex, facsimile or
electronic means. Our Company will, upon request, reimburse brokerage firms for
their reasonable expenses in forwarding solicitation materials to the beneficial
owners of stock.
INCORPORATION BY REFERENCE. Certain financial and other information
required pursuant to Item 13 of the Proxy Rules is incorporated by reference to
the Company's Annual Report, which is being delivered to the shareholders with
this proxy statement. In order to facilitate compliance with Rule 2-02(a) of
Regulation S-X, one copy of the definitive proxy statement will include a
manually signed copy of the accountant's report.
BY ORDER OF THE BOARD OF DIRECTORS
Toronto, Ontario Brian MacDonald
May 6, 2003 President, Chief Executive Officer and
Chairman of the Board
18
APPENDIX
AUDIT COMMITTEE CHARTER
I. PURPOSE
The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities with respect to the
Company's:
1. financial statements and financial information provided to
shareholders and others,
2. system of internal controls,
3. financial reporting principles and policies,
4. internal and external audit processes, and
5. regulatory compliance programs for ethical business conduct.
II. COMPOSITION
The Audit Committee shall consist of at least one member of the Board
who meets the requirements of independence as follows:
1. is not and has not been an employee of the Company or a
Company subsidiary,
2. has no relationship to the Company that may interfere with the
exercise of such director's independence from management and
the Company,
3. is financially literate or will become so in a reasonable
amount of time,
4. has no family relationship with any executive officer of the
Company or any affiliate of the Company.
Prospective members shall be recommended by the Committee with input
from the Chairman and CEO and elected by the Board. One member shall be
designated by the Board as the Chairman of the Committee.
At least one member of the Committee shall have accounting or related
financial management expertise.
III. MEETINGS
The Audit Committee shall meet at least four times per year or more
frequently as circumstances require. The Audit Committee shall review its
charter at least annually.
The Committee may have in attendance at meetings such members of
management or others as it may deem necessary to provide the information to
carry out its duties.
A-1
IV. DUTIES AND RESPONSIBILITIES
The Audit Committee shall have the following duties and
responsibilities with respect to:
1. INDEPENDENT ACCOUNTANT
(A) Serve as the Board's primary avenue of communication with the
independent accountant.
(B) Make recommendations to the Board regarding the selection,
evaluation, retention, or discharge of the independent
accountant.
(C) Ensure understanding by the independent accountant and
management that the Board, as the shareholders'
representative, is the independent accountant's client and
therefore the independent accountant is ultimately accountable
to the Board and the Audit Committee.
(D) Provide the opportunity for the independent accountant to meet
with the full Board as deemed necessary and appropriate by the
Committee.
(E) Confirm and assure the independence of the independent
accountant by:
(I) accepting receipt of their annual submission of a
formal written statement delineating all
relationships between the independent accountant and
the Company,
(II) monitoring fees paid to the independent accountant
for consulting and other non-audit services, and
(III) engaging in a dialogue with the independent
accountant with regard to any disclosed relationships
or services that may impact the objectivity or
independence of the independent accountant.
(F) Review the annual audit plan of the independent accountant and
its scope.
2. FINANCIAL STATEMENTS
(A) Review legal matters that may have a material impact on the
financial statements with the General Counsel, Director of
Corporate Auditing, the Controller and the independent
accountant.
(b) Review and discuss with management and the independent
accountant, prior to releasing the quarterly earnings, the
Company's quarterly financial information. Assure that the
independent accountant has reviewed the financial information
included in the Company's Quarterly Reports on Form 10-Q prior
to filing such reports with the SEC. Such review is to be
performed in accordance with AICPA Statement on Auditing
Standards No. 71 "Interim Financial Information."
(c) Recommend to the Board whether the audited financial
statements be included in the Company's Annual Report on Form
10-K, in advance of filing such form with the SEC.
(d) Discuss with the independent accountant the matters required
to be discussed by Statement on Auditing Standards No. 61,
including, but not limited to:
(i) the quality and appropriateness of the accounting
principles and underlying estimates used in the
preparation of the Company's financial statements,
and
(ii) the clarity of financial disclosures in the Company's
financial statements.
3. RISKS AND UNCERTAINTIES, INCLU CONTIDING LIABINGENT LITIES
(a) Inquire of management, the Director of Corporate Auditing, and
the independent accountant about risks or exposures and review
the steps management has taken to minimize such risks or
exposures to the Company.
(b) Consider and review management's analysis and evaluation of
significant financial accounting and reporting issues and the
extent to which such issues may affect the Company's financial
statements.
A-2
IVP TECHNOOGY CORPOARTION
2275 Lakeshore
Boulevard West, Suite 401
Toronto, Ontario M8V3Y3
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Brian MacDonald and Peter Hamilton, as proxy,
with full power of substitution, to represent the undersigned and to vote all
shares of capital stock of IVP Technology Corporation, which the undersigned
would be entitled to vote if personally present and voting at the Annual Meeting
of Shareholders to be held May 28, 2003, or any adjournment thereof, upon all
matters coming before the meeting.
1. ELECTION OF DIRECTORS: The election of three directors: Peter
Hamilton, Brian MacDonald and J. Stephen Smith, to hold office until
the first annual meeting of shareholders following their election or
appointment and until their successors have been duly elected and
qualified.
WITHHOLD AUTHORITY FOR ALL, EXCEPT
FOR ALL to vote FOR ALL nominees listed [ ]
nominees listed above above to withhold authority to vote,
[ ] [ ] mark "FOR ALL, EXCEPT"
and write the Nominee's name on the line
below
2. AMENDMENT TO ARTICLES OF INCORPORATION: To approve an amendment to
the Company's Articles of Incorporation to increase the authorized
common stock to 500,000,000 shares of common stock.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- ----------------------------------------------------------------------------------------------------------------------------
In his discretion, the Proxy is authorized to vote upon such other business as
may properly come before the meeting. This proxy, when properly executed, will
be voted in the manner directed herein by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" PROPOSAL 1 AND PROPOSAL 2.
DATED: , 2003
-----------------------------
- ---------------------------------------- -------------------------------------------
Print Name Signature
- ---------------------------------------- -------------------------------------------
Print Name, if held jointly Signature if held jointly
Please date, print and sign your name above.
When shares are held by joint tenants, both
should sign. When signing as attorney, as
executor, administrator, trustee or
guardian, please give full title as such. If
a corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.