NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 2001
TO THE SHAREHOLDERS OF NETVOICE TECHNOLOGIES CORPORATION:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of NetVoice Technologies Corporation, a Nevada corporation (the
"Company") will be held at 9:00 a.m., on May 23, 2001, at the Omni Dallas
Hotel, Park West, in the Trinity Ballroom, 1590 LBJ Freeway, Dallas, TX
75234, and at any and all adjournments thereof, for the purpose of
considering and acting upon the following matters:
1. To elect six (6) Directors of the Company;
2. To amend the Company's 2000 Stock Plan to increase the number of
shares available for issuance under the plan by an aggregate of
500,000 shares to 2,500,000 shares;
3. To ratify the appointment of Deloitte & Touche, LLP, independent
accountants for the Company for the fiscal year ending December 31,
2001; and
4. To transact such other business as may be properly brought before
the Meeting and any adjournments thereof.
This Proxy Statement and the accompanying proxy card will be mailed to
the Company's shareholders on or about April 20, 2001.
Only holders of record of the Company's Common Stock and Preferred
Stock at the close of business on April 12, 2001 will be entitled to notice
of and to vote at the Meeting or at any adjournment or adjournments thereof.
A majority of the outstanding shares of Common Stock and Preferred
Stock of the Company must be represented at the Meeting to constitute a
quorum. Therefore, all shareholders are urged either to attend the Meeting
or to be represented by proxy. If a quorum is not present at the Meeting,
a vote for adjournment will be taken among the shareholders present or
represented by proxy. If a majority of the shareholders present or
represented by proxy vote for adjournment, it is our intention to adjourn
the Meeting until a later date and to vote proxies received at such
adjourned meeting(s).
All shareholders, whether or not they expect to attend the Meeting in
person, are urged to sign and date the enclosed proxy and return it
promptly in the enclosed postage-paid envelope which requires no additional
postage if mailed in the United States. The giving of a proxy will not
affect your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
William Bedri
Secretary
Irving, Texas
April 20, 2001
PROXY STATEMENT
OF
NETVOICE TECHNOLOGIES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 23, 2001
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
by our Board of Directors (our "Board" or our "Board of Directors") of
NetVoice Technologies Corporation ("us", "our" or "we") of proxies to be
voted at our Annual Meeting of Shareholders (the "Meeting") to be held on
May 23, 2001 at 9:00 a.m. at the Omni Dallas Hotel, Park West, in the
Trinity Ballroom, 1590 LBJ Freeway, Dallas, TX 75234, and at any
adjournment thereof. Each shareholder of record at the close of business
on April 12, 2001 of shares of our Common Stock, par value $0.001 per share
(the "Common Stock") and of our Voting Series A Preferred Stock, par value
$0.001 per share (the "Preferred Stock), will be entitled to one vote for
each share so held. As of April 12, 2001, there were 15,636,444 shares of
Common Stock issued and outstanding and 4,582,280 shares of Preferred Stock
issued and outstanding.
Shares represented by properly executed proxy cards received by us at
or prior to the Meeting will be voted according to the instructions
indicated on the proxy card. Unless contrary instructions are given, the
persons named on the proxy card intend to vote the shares so represented
FOR (i) the election of nominees for Director; (ii) the amendment to the
Company's 2000 Stock Plan; and (iii) the ratification of the appointment of
Deloitte & Touche, LLP, independent accountants for the Company for the
fiscal year ending December 31, 2001.
As to any other business, which may properly come before the Meeting,
the persons named on the proxy card will vote according to their judgment.
Any person signing and returning the enclosed proxy may revoke it at any
time before it is voted by giving written notice of such revocation to our
Secretary, or by voting in person at the Meeting. Any written notice
revoking a proxy should be sent to: Secretary, NetVoice Technologies
Corporation, 3201 West Royal Lane, Suite 160, Irving, Texas 75063. The
expense of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to shareholders, will be borne by the
Company. It is anticipated that solicitations of proxies for the Meeting
will be made only by use of the mails; however, the Company may use the
services of its Directors, Officers and employees to solicit proxies
personally or by telephone without additional salary or compensation to
them. Brokerage houses, custodians, nominees and fiduciaries will be
requested to forward the proxy soliciting materials to the beneficial
owners of the Company's shares held of record by such persons, and the
Company will reimburse such persons for their reasonable out-of-pocket
expenses incurred by them in that connection. This Proxy Statement and the
enclosed proxy card are expected to be first sent to our shareholders on or
about April 20, 2001.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting. Shares not voting as a result of a proxy marked
abstain will be counted as part of total shares voting in order to
determine whether or not a quorum has been achieved at the Meeting. If a
quorum is not present at the meeting, a vote for adjournment will be taken
among the shareholders present or represented by proxy. If a majority of
the shareholders present or
represented by proxy, vote for adjournment, it is our intention to adjourn
the Meeting until a later date and to vote proxies received at such
adjourned meeting(s).
Shares will not be counted as part of the vote on any business at the
Meeting on which the shareholder has abstained.
The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 2000 is being mailed simultaneously to the Company's
shareholders, and contains financial information constituting a part of
this proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the
Company's $0.001 par value voting Common Stock and $0.001 par value voting
Preferred Stock, with each share entitled to one vote. Only shareholders
of record at the close of business on April 12, 2001 are entitled to notice
of and to vote at the Meeting or any adjournment thereof. On April 12,
2001 the Company had 15,636,444 shares of its $0.001 par value voting
Common Stock outstanding and 4,582,280 shares of its $0.001 par value
voting Preferred Stock outstanding, each of which is entitled to one vote
on all matters to be voted upon at the Meeting, including the election of
Directors. No fractional shares are presently outstanding.
A majority of the Company's outstanding voting Common Stock and voting
Preferred Stock represented in person or by proxy shall constitute a quorum
at the Meeting. Assuming a quorum is present, the six nominees receiving
the highest number of affirmative votes of shares entitled to be voted for
them, will be elected as Directors of the Company. The affirmative vote of
a majority of shares represented in person or by proxy at the Meeting,
providing a quorum is present, is necessary to amend the Company's 2000
Stock Plan and to ratify the Company's appointment of the designated
independent accountants. Abstentions and broker non-votes have no effect
on the election of Directors, the vote to amend the 2000 Stock Plan or the
vote to ratify the appointment of the independent accountants.
DISCUSSION OF PROPOSALS RECOMMENDED BY THE BOARD OF DIRECTORS
ELECTION OF DIRECTORS
(Proposal 1 of the Proxy)
Our Directors are elected annually by the shareholders to serve until
the next Annual Meeting of Shareholders and until their respective
successors are duly elected. Our Articles of Incorporation, as amended,
provide that the number of members of our Board of Directors shall be not
less than one and not more than nine. Our current number of Directors is
six. Our Board is recommending that our six current Directors be re-elected.
If any nominee becomes unavailable for any reason, a substitute
nominee may be proposed by our Board and the shares represented by proxy
will be voted for any substitute nominee. We have no reason to expect that
any nominee will become unavailable. Assuming the presence of a quorum,
the six nominees receiving the highest number of affirmative votes of
shares entitled to be voted for them will be
-2-
elected as Directors of the Company for the ensuing year. Shareholders are
not entitled to cumulative votes in the election of Directors.
At the Meeting, the shares of Common Stock and Preferred Stock
represented by proxies will be voted in favor of the election of the
nominees named below unless otherwise directed.
NOMINEES FOR ELECTION AS DIRECTORS TO SERVE
UNTIL NEXT ANNUAL MEETING
The names of the nominees, their ages and certain other information
about them are set forth below:
Name Age Position
- ---- --- --------
Jeff Rothell 38 President, Chief Executive Officer and Director
Garth Cook 35 Chief Financial Officer, Treasurer and Director
William Bedri 61 Secretary and Director
Spencer Grimes 34 Director
Roger Clark 51 Director
Gregory Somers 46 Director
JEFF ROTHELL, PRESIDENT, CEO AND DIRECTOR. Mr. Rothell has been NVT's
President and the Chief Executive Officer since August 1, 1999, the
Company's President and Chief Executive officer since January 2000 and a
Director since March 2000. Mr. Rothell has 16 years of operations and
marketing experience in telecommunications companies. From 1989 to 1997,
Mr. Rothell served as president of Security Telecom Corporation (a $20
million corporation). In 1997, he partnered in the sale of Security
Telecom to Evercom Inc., which became the largest inmate telephone provider
in the United States with annual revenues of approximately $225.0 million
in 1998, retaining Security Telecom Corporation as the corporate hub for a
venture capital roll-up of the correctional institution telecommunications
business. Mr. Rothell's experience encompasses planning, design,
development and management, operations management, operational integration
of merger & acquisitions, sales and marketing, product management and
software design and development. Several of the companies to which Mr.
Rothell is an affiliate may also compete with the Company now, or in the
future, in the Internet telephony business. Mr. Rothell holds 600,000
shares of Common Stock and no options to acquire any additional shares.
Mr. Rothell devotes 100% of his time to the Company.
GARTH COOK, CFO, TREASURER AND DIRECTOR. Mr. Cook has been the Chief
Financial Officer and Treasurer since August 1, 1999 and a Director since
March 2000. Mr. Cook is a Certified Public Accountant with separate
bachelor degrees in finance and accounting from University of New Orleans,
awarded in 1988. He previously worked for Deloitte & Touche LLP where he
specialized in the audits of publicly traded companies. In 1993, he left
Deloitte & Touche to become regional controller for Chemfix Technologies
Inc. where he was responsible for the completion of public filings and
budgets. In 1994, Mr. Cook joined the telecommunications industry as CFO
of a company focusing on international arbitrage and prepaid calling
services, which was sold in 1998. He has extensive experience in the
telecommunications industry from financial, sales and operational
perspectives, and extensive experience in the public markets. Several of
the companies to which Mr. Cook is an affiliate
-3-
may also compete with the Company now, or in the future, in the Internet
telephony business. Mr. Cook beneficially owns 600,000 shares of Common
Stock and no options. Mr. Cook devotes 100% of his time to the Company.
WILLIAM BEDRI, SECRETARY AND DIRECTOR. Mr. Bedri has been a Director
of the Company since August 13, 1998 and the Secretary since January 2000.
Mr. Bedri has 25 years of experience in sales and marketing management in
the telecommunications and computer industries. From January 1995 to
August 1998, Mr. Bedri was with Brooks Fiber Communication as Director of
National Accounts for Resale Services in their Western Region. From 1988
to 1995, Mr. Bedri was with ComSystems as Branch Manager of the Los Angeles
and San Fernando Valley offices. In 1984, Mr. Bedri was with Digital
Computer Graphic (DCG) as partner and Vice President of Sales and
Marketing. DCG sold graphic design computers to the architectural and
building industries in the United States. Mr. Bedri spent 10 years with
Western Union in marketing and sales management for Telex and TWX services.
Mr. Bedri received a Bachelor of Science Degree from Rutgers University in
1976. Mr. Bedri holds 1,300,000 shares of Common Stock and no options to
acquire additional shares. Mr. Bedri devotes approximately 10% of his time
to the Company.
SPENCER GRIMES, DIRECTOR. Mr. Grimes has served as a Director of
NetVoice since July 2000. Since 2000, he has served as the Chief Financial
Officer for Musictoday.com, a music-based Internet portal and full
merchandise warehousing and fulfillment company. He has also been a
partner in BG Media Investors, L.P., a private equity investment firm,
since 2000. From 1996 to 2000, Mr. Grimes was a Senior Equity analyst and
Vice President at Salomon Smith Barney, Inc., a securities brokerage. In
that position, Mr. Grimes conducted analysis of companies within the cable
television and broadband industry. Mr. Grimes received a B.A. in 1988 from
the University of Virginia and a M.B.A. in 1996 from Emory University.
ROGER CLARK, DIRECTOR. Mr. Clark has served as a Director of NetVoice
since July 2000. He is a partner at the accounting firm of Davis Clark &
Co. P.C. in Dallas, Texas. Mr. Clark is a licensed CPA in the state of
Texas. He specializes in non-profit organizations and family owned
businesses. Mr. Clark has been with Davis Clark & Co. since 1976 and has
been a partner at that firm since 1984. From 1974-1976, Mr. Clark worked
for a company now known as Deloitte & Touche LLP. He received a BBA in
Accounting with honors, graduating magna cum laude from Armstrong State
College in Savannah, Georgia. He received a Masters in Accounting from the
University of South Carolina in 1973. From 1968-1970, Mr. Clark served in
the United States Navy. Mr. Clark currently serves as a member of the
Board of Directors for Grand National Bank in Dallas, Texas, which was
recently purchased by CoAmerica Bank. He also serves as a member of the
Board of Directors for Bryan's House, a non-profit organization catering to
the needs of children and their families who are impacted by HIV/AIDS by
providing medically-managed child care and community-based, family-centered
support services.
GREGORY SOMERS, DIRECTOR. Mr. Somers became a Director of NetVoice in
August 2000. Since 1999, he has served as the Senior Vice President of
Operations for World Access Telecommunications Group, Inc. in Plano, Texas.
Mr. Somers formerly served as the Chief Executive Officer of Comm/Net
Holding Corporation, a telecommunications company he founded in 1992.
Prior to founding Comm/Net, Mr. Somers co-founded and served as Vice
President of Marketing for Network Billing and Collections, Inc., another
telecommunications company. From 1984 to 1986, Mr. Somers ran ESN, Inc.,
a cellular equipment and airtime
-4-
company. In 1980, Mr. Somers founded U.S. Tire Company, which he operated
until its sale in 1983. From 1975 to 1980, he held a number of positions
with Formula Tires Co., rising to the level of Vice President of Sales.
There are no family relationships among or between any of our Directors.
All Directors will hold office until the next Annual Meeting of
shareholders.
All of our officers hold office at the discretion of our Board of
Directors. There is no arrangement or understanding among or between any
such officer, or any person pursuant to which such officer is to be
selected as one of our officers.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
ELECTION OF EACH OF THE NOMINEES SET FORTH ABOVE.
BOARD OF DIRECTORS AND COMMITTEES
During fiscal year 2000 our Board of Directors met on two (2)
occasions either in person or by phone, or in lieu thereof, acted by
consent. The Board has an Audit Committee, a Compensation Committee and a
Technology Committee. There is no standing nominating committee.
AUDIT COMMITTEE REPORT
The Audit Committee was formed in March 2000 pursuant to the Audit
Committee Charter (the "Charter"), which is included with this Proxy
Statement. The Audit Committee consists of Directors Mr. Clark and Mr.
Somers, two (2) of the Company's non-employees and independent Directors,
and met three (3) times during fiscal year 2000. The Audit Committee
attends to and reports to the Board with respect to matters regarding the
Company's independent public accountants, including, without limitation:
annual review of the Charter; recommending to the Board the firm to be
engaged as the independent public accountant for the next fiscal year;
reviewing with the Company's independent accountant the scope and results
of its audit and any related management letter; consulting with the
independent public accountants and management with regard to the Company's
accounting methods and adequacy of its internal accounting controls;
approving the professional services rendered by the independent public
accountants; reviewing the independence, management consulting services and
fees of the independent public accountants; inquiring about significant
risks or exposure and methods to minimize such risk; ensuring effective use
of audit resources and preparing and supervising SEC reporting requirements.
The Audit Committee has reviewed and discussed the audited financial
statement for the year ended December 31, 2000 with management.
Furthermore, the Audit Committee has discussed with the Company's
independent auditors the matters required to be discussed by SAS 61. 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. Based on its review and discussions
referred to above, the Audit Committee recommended to the Board that the
audited financial statements to be included in the Company's Annual Reports
on Form
-5-
10-KSB for the fiscal year ended December 31, 2000 be filed with the
Securities and Exchange Commission.
Submitted by the Audit Committee of the Company's Board of Directors:
Roger Clark
Gregory Somers
COMPENSATION COMMITTEE
The Compensation Committee consists of Directors Mr. Bedri and Mr.
Grimes. The Compensation Committee held one (1) meeting during fiscal
2000. The Compensation Committee's functions are to establish and
administer the Company's policies regarding compensation, including payment
of salaries, bonuses and incentive compensation. The Compensation
Committee also administers the Company's 2000 Stock Plan.
TECHNOLOGY COMMITTEE
The Technology Committee consists of Directors Mr. Bedri and Mr.
Rothell. The Technology Committee met one (1) time during fiscal 2000.
The Technology Committee's functions are to review and evaluate current
technology as it relates to the Company's business.
COMPENSATION OF DIRECTORS
The Company had no arrangements pursuant to which any Director of the
Company was compensated during the year ended December 31, 2000, for
services as a Director. All Directors are reimbursed for reasonable out-of-
pocket expenses incurred in connection with their attendance at Board
meetings. Members of the Board of Directors have been granted options and
have received shares of our Common Stock as described elsewhere.
APPROVAL OF INCREASE OF SHARES OF COMMON STOCK UNDER THE
2000 STOCK PLAN
(Proposal 2 of the Proxy)
We are asking the Company's shareholders to approve an amendment to
the NetVoice Technologies Corporation 2000 Stock Plan (the "Plan") that
will increase the number of shares of Common Stock authorized for issuance
under the Plan by 500,000 shares effective and contingent upon receipt of
shareholder approval. Following approval of this amendment, the maximum
aggregate number of shares reserved for future issuance under the Plan
shall not exceed 2,500,000 shares.
The Company believes that this amendment to increase the number of
shares of Common Stock authorized for issuance under the Plan, which was
adopted by the Board in April 2001, is necessary to ensure that a
sufficient reserve of Common Stock is available under the Plan. The
Company also believes that operation of the Plan is important in attracting
and retaining employees in a competitive labor market, which is essential
to the Company's long-term growth and success.
-6-
The essential features of the Plan as amended are summarized below.
This summary does not purport to be a complete description of all the
provisions of the Plan. Any shareholder of the Company who wishes to
obtain a copy of the actual Plan document may do so upon written request to
the Secretary at the Company's principal executive offices.
SUMMARY OF THE 2000 STOCK PLAN
PURPOSE. The purpose of the 2000 Stock Plan (the "Plan") is to enable
the Company to retain and attract executives, employees, consultants and
non-employee Directors who contribute to the Company's success by their
ability, ingenuity and industry, and to enable such individuals to
participate in the long-term success and growth of the Company by giving
them a proprietary interest in the Company.
ELIGIBILITY. Under the Plan, Officers, employees, non-employee
Directors and Consultants of the Company who are responsible for or
contribute to the management, growth and/or profitability of the business
of the Company are eligible to be granted Stock Option awards under the
Plan. The Plan permits the granting of Options that qualify for treatment
as incentive stock options under Code Section 422 ("Incentive Stock
Options") and Options that do not qualify as Incentive Stock Options
("Non-Qualified Stock Options"). Only officers (who are employees) and other
employees shall be eligible to receive Incentive Stock Options.
STOCK SUBJECT TO PLAN. The total number of shares of Stock reserved
and available for distribution under the Plan is 2,500,000. Such shares
may consist, in whole or in part, of authorized and unissued shares and
treasury shares, including shares which may become treasury shares as a
result of purchases of outstanding shares which may be made from time to
time by the Company. In the event of certain changes in the Company's
capitalization or structure, an appropriate adjustment will be made to the
number, kind or exercise price of shares as to which Options may thereafter
be granted and as to the number of shares covered by unexercised
outstanding Options. If any shares that have been optioned under this Plan
cease to be subject to Options, are forfeited or such award otherwise
terminates without Stock being issued or in the event that shares issued
under the Plan are acquired by the Company pursuant to a right of
repurchase or right of first refusal, such shares shall be available for
distribution in connection with future awards under the Plan.
ADMINISTRATION. The Plan will be administered by the Board of
Directors or by a Committee of not less than two Directors, who shall be
appointed by the Board of Directors of the Company and who shall serve at
the pleasure of the Board. The Committee shall have the power and
authority to grant Stock Options to eligible persons, pursuant to the terms
of the Plan. The Committee shall have the authority to adopt, alter and
repeal such administrative rules, guidelines and practices governing the
Plan as it shall deem advisable; to interpret the terms and provisions of
the Plan and any award issued under the Plan; and to otherwise supervise
the administration of the Plan. All decisions made by the Committee
pursuant to the provisions of the Plan shall be final and binding on all
persons, including the Company and Plan participants.
TERMS OF OPTIONS. The option price per share of Stock purchasable
under a Stock Option shall be determined by the Committee at the time of
grant and may not be less than 85% of the Fair Market Value of the Stock on
the date of the grant of the Option. In no event shall the option price
per share of Stock purchasable under an Incentive Stock Option be less than
100%
-7-
of the Fair Market Value of the Stock on the date of the grant of the
option. If a participant owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or
any Parent Corporation or Subsidiary, the option price shall be no less
than 110% of the Fair Marker value of the Stock on the date the option is
granted.
Stock Options shall be exercisable at such times or times as
determined by the Committee at or after the grant. If the participant is
not an officer, Director or Consultant of the Company, the Options shall
become exercisable at least as rapidly as 20% per year over the five year
period commencing on the date of the grant.
Stock Options may be exercised in whole or in part at any time during
the option period by giving written notice of exercise to the Company
specifying the number of shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price, either be certified
or bank check, or by any other form of legal consideration deemed
sufficient by the Committee and consistent with the Plan's purpose and
applicable law.
No Stock Option shall be transferable by the optionee otherwise than
by will or by the laws of descent and distribution, and all Stock Options
shall be exercisable, during the optionees's lifetime, only by the optionee.
The term of each Stock Option shall be fixed by the Committee, but no
Incentive Stock Option shall be exercisable more than ten years after the
date the option is granted. If an employee owns or is deemed to own (by
reason of the attribution rules of Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or
any Parent Corporation or Subsidiary and an Incentive Stock Option is
granted to such employee, the term of such option shall be no more than
five years from the date of the grant.
AMENDMENT AND TERMINATION. Unless earlier terminated by the Board,
the Plan will terminate ten years after the effective date. The Board may
at any time modify or discontinue the Plan. No amendment or modification
shall be made (i) which would impair the rights of an optionee or
participant under a Stock Option theretofore granted or which would cause
an optionee's or participant's existing Incentive Stock Option to no longer
qualify as an Incentive Stock Option, without the optionee's or
participant's consent, or (ii) which, without approval of the shareholders
of the Company, would cause the Plan to no longer comply with (A) the rules
promulgated by the Securities and Exchange Commission under authority
granted in Section 16 of the Securities Exchange Act of 1934, as amended,
(B) Section 422 of the Code or (C) any other statutory or regulatory
requirements.
FEDERAL INCOME TAX CONSEQUENCES
Based on current provisions of the Code and of the regulations issued
thereunder, the anticipated federal income tax consequences with respect to
Options granted under the Plan are described below. However, participants
should consult with their own tax advisors with respect to the tax
consequences (both state and federal) of participation in the Plan.
The 2000 Stock Plan is not a tax-qualified retirement plan under Code
Section 401(a) nor is it subject to the Employee Retirement Income Security
Act of 1974 ("ERISA").
-8-
INCENTIVE STOCK OPTIONS. No taxable income is recognized by an
employee upon the grant or exercise of the Incentive Stock Option.
Correspondingly, the Company is not entitled to an income tax deduction as
the result of the grant or exercise of an Incentive Stock Option. Any gain
or loss resulting from the sale of shares of Common Stock acquired upon
exercise of an Incentive Stock Option will be long-term capital gain or
loss if the sale is made after the later of (1) two years from the date of
its grant or (2) one year from the date of its exercise ("Exercise Date").
If the Common Stock is sold to another person prior to the expiration
of the holding periods described in the above sentence ("Disqualifying
Disposition"), the employee will generally recognize ordinary income in the
year of the sale in an amount equal to the difference between (1) the
exercise price of the option (the "Option Price"), and (2) the lesser of
the fair market value of the shares of Common Stock on (a) the Exercise
Date or (b) the date of the Disqualifying Disposition. The Company will be
entitled to an income tax deduction equal to the amount taxable to the
employee. Any excess gain recognized by the employee upon the
Disqualifying Disposition would be taxable as a capital gain, either as
long-term or short-term depending upon whether the shares of Common Stock
have been held for more than one year prior to the Disqualifying Disposition.
The amount by which the fair market value of the Common Stock on the
Exercise Date exceeds the Option Price constitutes an item of tax
preference that may be subject to alternative minimum tax in the year that
the Incentive Stock Option is exercised, depending on the facts and
circumstances.
NON-QUALIFIED STOCK OPTIONS. No taxable income will be recognized by
the employee and the Company will not be entitled to a deduction at the
time of the grant of a Non-Qualified Stock Option. Upon exercise of a Non-
Qualified Stock Option, the employee generally will recognize ordinary
income and the Company will be entitled to an income tax deduction in the
amount by which the fair market value of the shares of Common Stock issued
to the employee at the time of the exercise exceeds the Option Price. This
income constitutes "wages" with respect to which the Company is required to
deduct and withhold federal income tax.
Upon the subsequent disposition of shares of Common Stock acquired
upon the exercise of a Non-Qualified Stock Option, the employee will
recognize capital gain or loss in an amount equal to the difference between
the proceeds received upon disposition and the fair market value of the
shares on the Exercise Date. If the shares have been held for more than
one year at the time of the disposition, the capital gain or loss will be
long-term.
TAX RATES. The current maximum federal tax rate for long-term capital
gain is 20%. The current marginal rate for ordinary federal income tax can
be as much as 39.6%. Short-term capital gains are generally taxed as
ordinary income.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE AMENDMENT TO THE 2000 STOCK PLAN.
-9-
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(Proposal 3 of the Proxy)
Effective December 1999, Deloitte & Touche LLP was engaged as the
Company's independent accountants and has been appointed by the Board to
continue as the Company's independent accountants for the fiscal year
ending December 31, 2001. In the event that ratification of this selection
of accountants is not approved by a majority of the shares of Common Stock
and Preferred Stock of the Company voting at the Meeting in person or by
proxy, management will review its future selection of accountants.
A representative of Deloitte & Touche LLP is expected to be present at
the Meeting. This representative will have an opportunity to make a
statement and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP
AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2001.
-10-
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to the
beneficial ownership of our outstanding Common Stock and Preferred Stock as
of April 12, 2001 by:
* each person who is the beneficial owner of more than 5% of our
Common Stock or Preferred Stock;
* each of our Directors;
* each of our named Executive Officers in the summary compensation
table;
* all of our named Executive Officers and Directors as a group.
Amount and Nature of
Name and Address of Shareholder Beneficial Ownership(1) Percent of Class
- ------------------------------- -------------------- ----------------
William Bedri 1,300,000 6.43%
3201 West Royal Lane, Suite 160
Irving, Texas 75063
Jeff Rothell 600,000 2.97%
3201 West Royal Lane, Suite 160
Irving, Texas 75063
Garth Cook 600,000 2.97%
3201 West Royal Lane, Suite 160
Irving, Texas 75063
William D. Yotty 3,710,000 18.35%
1110 W. Kettleman Lane, Suite 48
Lodi, CA 95242
Jim Chambas 1,600,000 7.91%
1168 E. Menlo Street
Fresno, CA 93710
Spencer Grimes(2) 2,492,425 10.98%
399 Park Avenue, 19th Floor
New York, NY 10022
BG Media Inc.(3) 2,492,425 10.98%
399 Park Avenue, 19th Floor
New York, NY 10022
-11-
NV Investments LP(4) 1,046,154 4.92%
1601 Elm Street
Suite 400
Dallas, TX 75201
Roger Clark - -
2705 Swiss Avenue # A
Dallas, TX 75201
Gregory Somers - -
2805 North Dallas Pkwy, Suite 210
Plano, Texas 75093
All Officers and Directors 4,992,425 23.35%
as a group (6 persons)
______________________
(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting
and investment power with respect to all such shares. Under Rule 13d-
3(d), shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage
owned by such person, but are not deemed outstanding for the purpose
of calculating the percentage owned by each other person listed.
(2) Mr. Grimes may be deemed the beneficial owner of 20,000 shares of
Common Stock, 2,326,410 shares of Preferred Stock and 146,015 warrants
to purchase Preferred Stock through his affiliation with BG Media Inc.
(3) BG Media may be deemed to be the beneficial owner of 20,000 shares
owned by Spencer Grimes due to his affiliation with BG Media Inc.,
2,326,410 shares of Preferred Stock, and 146,015 warrants to purchase
Preferred Stock.
(4) Includes 979,487 shares of Preferred Stock and 66,667 warrants to
purchase shares of Preferred Stock.
-12-
EXECUTIVE OFFICERS, COMPENSATION AND OTHER INFORMATION
Set forth below in the table are the names, ages and current offices
held by all executive officers of the Company.
Name Age Position
- ---- --- --------
Jeff Rothell 38 President, Chief Executive Officer and Director
Garth Cook 35 Chief Financial Officer, Treasurer and Director
William Bedri 61 Secretary and Director
Executive officers of the Company are elected by and serve at the
discretion of the Board. None of the executive officers has any family
relationship to any nominee for Director or to any other executive officer
of the Company. A description of the business experience of the Company's
executive officers is set forth under Nominees For Election As Directors To
Serve Until Next Annual Meeting.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information regarding compensation paid
to our Chief Executive Officer and those other individuals who served as
executive officers at the end of fiscal 2000 who earned in excess of
$100,000 as compensation for services rendered on our behalf.
Annual Compensation Long Term Compensation Awards
--------------------------------------------------------------
Name Restricted All
And Stock Options/ Other
Principal Salary Bonus Award(s) SARs Compensation
Position Year(1) ($) ($) ($) (#) ($)(2)
- -------- ------ ------- ----- ------- ---- --------
Jeffrey W. Rothell, 2000 $135,000 $ 0 $500,000 -0- $2,400
President and Chief 1999 $ 78,000 $ 0 $ 50,000 -0- $ 500
Executive Officer 1998 $ 0 $ 0 -0- -0- $ 0
Garth Cook, 2000 $135,000 $ 0 $500,000 -0- $2,400
Chief Financial 1999 $ 78,000 $ 0 $ 50,000 -0- $ 500
Officer 1995 $ 0 $ 0 -0- -0- $ 0
________________________
(1) Messrs. Rothell and Cook commenced their employment in August 1999.
(2) The Company paid health insurance of approximately $100 and $200 per
month in fiscal year 1999 and 2000, respectively.
-13-
STOCK OPTIONS
OPTIONS GRANTED
The following table sets forth the options that have been granted to
those persons listed in the Summary Compensation Table as of December 31, 2000.
Option/SAR Grants
-----------------
Individual Grants
- --------------------------------------------------------------------------
(a) (b) (c) (d) (e)
% of Total
Options/ Options/SARs Exercise
SARs Granted to or Base
Granted Employees Price Expiration
Name (#) in Fiscal Year ($/Share) Date
---- ------- -------------- -------- ----
Jeffrey W. Rothell 0 0% $0 0
Garth Cook 0 0% $0 0
______________________________
COMPENSATION OF DIRECTORS
The Company had no arrangements pursuant to which any Director of the
Company was compensated during the year ended December 31, 2000, for
services as a Director. All Directors are reimbursed for reasonable out-of-
pocket expenses incurred in connection with their attendance at Board
meetings. Members of the Board of Directors have been granted options and
have received shares of our Common Stock as described elsewhere.
EMPLOYMENT CONTRACTS
In August 1999, the Company entered into one (1) year employment
agreements with Mr. Jeff Rothell, our President and Chief Executive Officer
and Mr. Garth Cook, our Chief Financial Officer and Treasurer. Each
individual receives $135,000 per year in salary. In addition, each
received 100,000 shares of Common Stock upon signing of their agreements
and an additional 350,000 shares of Common Stock on January 1, 2000 with
three (3) quarterly bonuses of 50,000 shares in March 2000, June 2000 and
January 2001. The Company also pays each individual's health insurance.
-14-
STOCK OPTIONS
DIRECTOR OPTIONS
In January 1999, our Board of Directors issued to Mr. Bedri 600,000
options to purchase our Common Stock exercisable at $1.00 per share. All
currently outstanding options are exercisable for five years. At that
time, two former Directors also each received 600,000 options to purchase
Common Stock exercisable at $0.50 per share. These options were exercised
as discussed below.
On June 30, 2000, two former Directors and one current Director of the
Company entered into an agreement to exercise their Board Stock Options,
issued in January 1999, to purchase 1.8 million shares of the restricted
Common Stock, with an exercise price of $0.50 per share. Pursuant to the
exercise of these Board Stock Options, the three individuals exchanged
300,000 shares of the Company's Common Stock, which they held since January
1998 (inception of the Company). In an effort to facilitate this cashless
exercise of these Board Stock Options, the aforementioned shareholders
exchanged 300,000 mature shares of the Company's outstanding Common Stock
valued at $3.00 per share for 1.8 million shares of the Company's Common
Stock. The transaction had no net effect on the Company's stockholders'
equity, however, as a result of this transaction a net of 1.5 million
shares of the Company's restricted Common Stock was issued. Pursuant to
the agreement, the individuals will not, directly or indirectly, offer,
sell, pledge, contract to sell the Common Stock issued under this
transaction for a period of eighteen (18) months.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We believe that all of the transactions set forth below were made on
an arms-length basis. All future transactions between us and our Officers,
Directors, principal shareholders and affiliates will be approved by a
majority of the Board of Directors, including a majority of outside
Directors, and will continue to be on terms no less favorable to us than
could be obtained from unaffiliated parties.
In August 1998, we entered into a Merger and Plan of Reorganization
with NVT, Inc. wherein we issued 3,000,000 shares of our Common Stock to
Mr. Bedri, two former Directors, and other shareholders of NVT, Inc. After
the merger, these individuals became Officers and Directors of the Company
and collectively owned 2,555,000 shares of Common Stock.
In October 1998, we purchased a customer list from Quantum Network
Services, Inc. ("Quantum"), a company owned by Mr. William Yotty, one of
our former Directors, for $110,000 in cash. Quantum's historical cost
basis in the customer list was $110,000. In June 1999, we purchased an
additional customer list for $60,000 in cash from Quantum. Quantum had no
historical cost basis in this customer list. New management, brought on in
August, determined that these customer bases did not fit well with our
current VoIP network. In December of 1999 the Company sold these bases to
a related party for $175,000 in the form of the partial forgiveness of a
note to Jim Chambas, a then Director. The customer bases were sold
because the bases were dispersed in areas not serviced by our network and
it was determined that
-15-
expanding our network to service these customer bases would not be in the
Company's best interest. The majority of the customer bases were located
throughout California and to service them would have required an extensive
build out of our then existing network. As of April 2001, the note has
been repaid. The Company did not obtain a fairness opinion with respect to
any of the above transactions or look for non-affiliated purchasers.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
To the Company's knowledge, during the fiscal period ended December 31,
2000, the Company's Officers and Directors complied with all applicable
Section 16(a) filing requirements. This statement is based solely on a
review of the copies of such reports furnished to the Company by its
Officers and Directors and their written representations that such reports
accurately reflect all reportable transactions.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche, LLP currently serves the Company as independent
auditors. Representatives of Deloitte & Touche, LLP will be present at the
Meeting, will have an opportunity to make a statement if they desire to do
so, and will be available to respond to appropriate questions from
shareholders.
In December 1999, we engaged the accounting service of Deloitte &
Touche, LLP as our auditors for the fiscal year ending December 1999.
Previously, Schvanevedt & Company were the Company's auditors and provided
accounting services until their dismissal in December 1999. Schvanevedt &
Company's report on the financial statements did not contain an adverse
opinion or disclaimer of opinion, nor were they modified as to uncertainty,
audit scope, or accounting principles except that their previous reports
contained their opinion as to the uncertainty as to our viability as a
going concern. The decision to change auditors was unanimously approved by
the Company's Board of Directors in December 1999. There were no
disagreements with Schvanevedt & Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure, which if not resolved to Schvanevedt & Company's
satisfaction, would have caused it to make reference to the subject matter
of the disagreement in connection with their reports.
-16-
AUDIT FEES
Deloitte & Touche LLP ("Deloitte & Touche") has billed NetVoice
approximately $71,000 for professional services rendered for the audit of
NetVoice's annual financial statements for the fiscal year ended December 31,
2000 and the review of the financial statements included in NetVoice's
Forms 10-QSB and for the fiscal year ended December 31, 2000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Deloitte & Touche did not render any professional services to us in
2000 with respect to financial information systems design and implementation.
ALL OTHER FEES
Deloitte & Touche's fees for all other professional services rendered
to us during 2000 were approximately $95,000, including audit-related
services of approximately $56,000 and non-audit services of approximately
$39,000. Audit related services included fees to audit acquired companies.
Non-audit services included fees for tax consultation and tax preparation,
and other tax consultation matters.
The Audit Committee of the Board of Directors has considered and
determined that the provision of the services as described above by
Deloitte & Touche LLP is compatible with maintaining Deloitte & Touche's
independence.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was
not aware of any other matter to be presented at the Meeting other than as
set forth herein. However, if any other matters are properly brought
before the Meeting, the shares represented by valid proxies will be voted
with respect to such matters in accordance with the judgment of persons
voting them.
ANNUAL REPORTS
The Company's 2000 Annual Report is enclosed. The Company will
provide without charge to any shareholder of record as of April 12, 2001
who requests in writing, a copy of the Company's 2000 Annual Report or the
2000 Annual Report on Form 10-K (without exhibits), including financial
statements and financial statement schedules, filed with the Securities and
Exchange Commission. Any such request should be directed to NetVoice
Technologies Corporation, 3201 West Royal Lane, Suite 160, Irving, Texas
75063, ATTENTION: JEFF ROTHELL, PRESIDENT AND CHIEF EXECUTIVE OFFICER.
-17-
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder who wishes to present a proposal for action at the
2002 Annual Meeting and who wishes to have it set forth in the
corresponding proxy statement and identified in the corresponding form of
proxy prepared by management must notify the Company no later than December 28,
2001 in such form as required under the rules and regulations promulgated
by the Commission.
BY ORDER OF THE BOARDS OF DIRECTORS,
April 20, 2001
THE BOARD OF DIRECTORS HOPES THAT SHAREHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. A PROMPT
RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR
COOPERATION WILL BE APPRECIATED.
-18-
APPENDIX A
AUDIT COMMITTEE CHARTER
PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the
Corporation to any governmental body or to the members of the public; the
Corporation's systems of internal controls regarding finance and
accounting; and the Corporation's auditing, accounting and financial
reporting processes generally. Consistent with this function, the Audit
Committee should encourage continuous improvement of, and should foster
adherence to, the Corporation's policies, procedures and practices at all
levels. The Audit Committee's primary duties and responsibilities are to:
* Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.
* Review and appraise the audit efforts of the Corporation's
independent accountants.
* Provide an open avenue of communication among the independent
accountants, financial and senior management, and the Board of
Directors.
MEMBERSHIP
The Audit Committee will be composed of not less than two (2) independent
members of the Board. According to the rules for small business filers, at
no time will the Committee be composed of less than a majority of
independent Directors. They will be selected by the Board, taking into
account prior experience in matters to be considered by the Committee,
probable availability at times required for consideration of such matters,
and their individual independence and objectivity.
The Committee's membership will meet the requirements of the Nasdaq
Marketplace Rules and the rules and regulations of the Securities and
Exchange Commission, as in effect or as may be amended in the future.
Accordingly, a majority of the members will be Directors independent of
management and free from relationships that, in the opinion of the Board of
Directors, would interfere with the exercise of independent judgment as a
Committee member.
Officers and/or employees of the Company or any of its subsidiaries may
serve on the Committee (even a former officer who may be receiving pension
or deferred compensation payments from the Corporation) if, in the opinion
of the Board of Directors, the officer has the ability to exercise
independent judgment and significantly assist the Committee to carry out
its duties. However, as noted above, a majority of the Committee must be
Directors who are independent of any officers of the Company or any of its
subsidiaries.
When considering relationships that might affect independence, including
possible affiliate status, the Board of Directors will give appropriate
consideration, in addition to its audit committee policy, to guidelines
issued by the Securities and Exchange Commission, which were provided to
assist Board of Directors in observing the spirit of the Securities and
Exchange Commission's rules and regulations.
MEETINGS
The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. As part of its job to foster open communication,
the Committee should meet at least annually with management, and the
independent accountants in separate executive sessions to discuss any
matters that the Committee of each of these groups believe should be
discussed privately. In addition, the Committee or at least its Chair
should meet with the independent accountants and management quarterly to
review the Corporation's financials.
ACTIONS OF THE COMMITTEE
The Committee's activities will include the following actions:
* Instruct the independent auditors that the Board of Directors is
the client in its capacity as the shareholders' representative.
* Expect the independent auditors to meet with the Board of
Directors at least annually so the Board has a basis on which to
recommend the independent auditors' appointment to the
shareholders or to ratify its selection of the independent auditors.
* Expect financial management and the independent auditors to
analyze significant financial reporting issues and practices on
a timely basis.
* Expect financial management and the independent auditors to
discuss with the audit committee:
- Qualitative judgments about whether current or proposed
accounting principles and disclosures are appropriate, not
just acceptable.
- Aggressiveness or conservatism of accounting principles and
financial estimates.
* Expect the independent auditors to provide the audit committee with:
- Independent judgments about the appropriateness of the
Company's current or proposed accounting principles and
whether current or proposed financial disclosures are clear.
-2-
- Views on whether the accounting principles chosen by
management are conservative, moderate, or aggressive as they
relate to income, asset, and liability recognition and
whether these accounting principles are commonly used.
- Reasons why accounting principles and disclosure practices
used for new transactions or events are appropriate.
- Reasons for accepting or questioning significant estimates
made by management.
- Views on how selected accounting principles and disclosure
practices affect shareholder and public attitudes about the
Company.
* Actions taken on the Board's behalf that require Board
notification but not Board approval:
- Review and approve the scope of the Company's audit and that
of its subsidiaries as recommended by the independent
auditors and the president.
- Review and approve the scope of the Company's annual profit
and pension trust audits.
- Answer questions raised by shareholders during an annual
shareholders' meeting on matters relating to the Committee's
activities if asked to do so by the Board of Director's
committee.
- Ask the president to have the internal audit staff study a
particular area of interest or concern to the audit committee.
* Matters requiring the Committee's review and study before making
a recommendation for the Board of Directors' action:
- Appointment of the independent auditors.
- Implementation of major accounting policy changes.
- SEC registration statements to be signed by the Board of
Directors.
- The auditors' reports and financial statements prior to
publication in the annual report.
* Matters requiring the Committee's review and study before
providing summary information to the Board of Directors:
-3-
- Accounting policy changes proposed or adopted by
organizations such as the Financial Accounting Standards
Board (FASB), the Securities and Exchange Commission (SEC),
and the American Institute of Certified Public Accountants
(AICPA), or by comparable bodies outside the U.S.
- The independent auditors' assessment of the strengths and
weaknesses of the Company's financial staff, systems,
controls, and other factors that might be relevant to the
integrity of the financial statements.
- Quarterly financial statements review before earnings
release or publication.
- Administration of the Company's "conflict of interest" policy.
- The performance of management and operating personnel under
the Company's code of ethics.
- Gaps and exposures in insurance programs.
- Reports about the Company or its subsidiaries submitted by
agencies of governments in countries in which the Company or
its subsidiaries operate.
- Periodic SEC filings and the adequacy of programs and
procedures to assure compliance with SEC regulations and
regulations of the NASD.
-4-
PROXY PROXY
- ----- -----
NETVOICE TECHNOLOGIES CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD
MAY 23, 2001
The undersigned hereby constitutes and appoints Mr. Jeff Rothell,
the true and lawful attorney and proxy of the undersigned, with full power
of substitution and appointment, for and in the name, place and stead of
the undersigned, to act for and vote all of the undersigned's shares of the
$0.001 par value Common Stock and $0.001 par value Preferred Stock of
NetVoice Technologies Corporation, a Nevada corporation, at the Annual
Meeting of Shareholders to be held at the Omni Dallas Hotel, Park West, in
the Trinity Ballroom, 1590 LBJ Freeway, Dallas, Texas 75234, at 9:00 a.m.,
on May 23, 2001, and at any and all adjournments thereof, for the following
purposes:
PROPOSAL 1: TO APPROVE THE SIX NOMINEES TO THE BOARD OF DIRECTORS:
FOR AGAINST ABSTAIN
Jeff Rothell [ ] [ ] [ ]
Garth Cook [ ] [ ] [ ]
William Bedri [ ] [ ] [ ]
Spencer Grimes [ ] [ ] [ ]
Roger Clark [ ] [ ] [ ]
Gregory Somers [ ] [ ] [ ]
PROPOSAL 2: TO AMEND THE COMPANY'S
2000 STOCK PLAN TO INCREASE
THE NUMBER OF SHARES
AVAILABLE FOR ISSUANCE
UNDER THE PLAN BY AN
AGGREGATE OF 500,000
SHARES TO 2,500,000 [ ] [ ] [ ]
PROPOSAL 3: TO RATIFY THE APPOINTMENT
OF DELOITTE & TOUCHE LLP
AS INDEPENDENT ACCOUNTANTS
FOR THE COMPANY FOR THE
FISCAL YEAR ENDING
DECEMBER 31, 2001 [ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
The undersigned hereby revokes any proxies as to said shares heretofore
given by the undersigned, and ratifies and confirms all that said
attorney and proxy may lawfully do by virtue hereof.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATION ABOVE. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR
DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING
OF SHAREHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges
receipt of the Notice of the Annual
Meeting of Shareholders and Proxy
Statement furnished therewith.
Dated: _____________, 2001
__________________________________________
__________________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s)
hereon. Executors, administrators,
trustees, guardians and attorneys should
indicate when signing. Attorneys should
submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF NETVOICE
TECHNOLOGIES CORPORATION. PLEASE SIGN AND RETURN THIS PROXY TO NETVOICE
TECHNOLOGIES CORPORATION, 3201 WEST ROYAL LANE, SUITE 160, IRVING, TEXAS
75063. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY FORM PROMPTLY USING THE
ENCLOSED ENVELOPE.