Cyberfast Systems, Inc
7825 Fay Avenue, Suite 200
La Jolla, California 92037
Schedule 14f-1
Pursuant to
Section 14(f) of the
Securities Exchange Act of 1934 and
Rule 14(f)-1 thereunder
This Schedule is being mailed on or about November 30, 2001 to the holders
of record at the close of business on November 7, 2001 (the "Record Date") of
Cyberfast Systems, Inc. (the "Company") Class A Common Stock, $0.01 par value
per share, and Class B Common Stock, $0.01 par value per share (collectively,
the "Common Stock").
You are receiving this Schedule in the connection with a significant
acquisition of the Company's Class A Common Stock and Series A Convertible
Preferred Stock by iD Four, Ltd., a Nevada corporation ("iD Four"). The
Company, Edward and Itir Stackpole (the former controlling shareholders of the
Company) and iD Four entered into a binding letter of intent dated October 26,
2001 (the "LOI") to enter into a stock purchase agreement (the "Purchase
Agreement") whereby iD Four will agree to purchase from the Company, and the
Company will agree to sell to iD Four, a total of 35,000,000 shares of Class A
Common Stock and 5,000,000 shares of Series A Convertible Preferred Stock. The
acquisition will give iD Four approximately 80% voting control of the Company.
In connection with the LOI, the Board of Directors of the Company appointed
Roger Pawson, an appointee of iD Four, to fill a vacancy on the Company's Board
of Directors. On November 9, 2001, Edward and Itir Stackpole resigned as
Directors and officers of the Company, leaving Bert Perez and Roger Pawson as
the two Directors of the Company. As part of the Purchase Agreement, Bert Perez
submitted a resignation as Director and officer of the Company effective no
sooner than ten days after the filing and mailing of this Schedule 14f-1. In
addition, no sooner than ten days after the filing and mailing of this Schedule
14f-1, the Board of Directors will appoint Wayne Steck and Christine Kincaid as
Directors of the Company.
Section 14(f) of the Securities Exchange Act of 1934 (the "Act") and Rule
14f-1 promulgated thereunder require the information contained herein to be
filed with the Securities Exchange Commission (the "SEC") and transmitted to the
Company's shareholders not less than ten days prior to a change in the majority
of directors of the Company.
YOU ARE URGED TO READ THIS INFORMATION CAREFULLY. YOU ARE NOT, HOWEVER,
REQUIRED TO TAKE ANY ACTION.
Voting Securities of the Company
- --------------------------------
On the Record Date, 3,592,217 shares of Class A Common Stock and 4,477,600
shares of Class B Common Stock were outstanding. Holders of Class A Common
Stock are entitled to one vote per share and holders of Class B Common Stock are
entitled to ten votes per share.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The first table below provides certain information (consisting of Class A
and Class B Common Stock) as of November 7, 2001 concerning the beneficial
ownership of the Company's voting stock held by each director and named
executive officer; each person known by the Company to be the beneficial owner
of at least five percent of the Company's voting stock; and all named executive
officers and Directors as a group. The information is provided on a combined
basis for Class A and Class B Common Stock to reflect share ownership and voting
power for the combined classes.
The second table below provides the same information immediately following
the closing of the Purchase Agreement (the "Closing").
BENEFICIAL OWNERSHIP PRE-CLOSING
Percent of
Percent of Total of Voting
Name and Address Number of Percent of Number of Class Class A Power
of Class A Class A Class B B and Class B (Combined
Beneficial Owner Shares Shares Shares Shares Shares Classes)
---------------- ------ ------ ------ ------ ------ --------
Edward J. and Itir 1,769,394/(1)/ 34.41% 3,507,400 78.33% 5,276,794/(1)/ 73.81%/(1)/
Stackpole
1006 Grand Court
Highland Beach, FL
33487
Bert Perez 410,000/(2)/ 10.27% -0- -0- 410,000/(2)/ 0.84%/(2)/
6351 NW 52/nd/ St.
Coral Springs, FL
33067
-2-
Percent of
Percent of Total of Voting
Name and Address Number of Percent of Number of Class Class A Power
of Class A Class A Class B B and Class B (Combined
Beneficial Owner Shares Shares Shares Shares Shares Classes)
---------------- ------ ------ ------ ------ ------ --------
Roger Pawson 50,000/(3)/ 1.37% -0- -0- 50,000/(3)/ 0.10%
7825 Fay Avenue,
Suite 200
La Jolla, California
92037
All officers and 2,229,394/(4)/ 39.87% 3,507,400 78.33% 5,686,794/(4)/ 74.06%/(4)/
directors as a
group (4 persons)
N. Bruce Walko 382,358/(5)/ 9.64% -0- -0- 382,358/(5)/ 0.78%/(5)/
5107 Timberview
Orlando, FL 32819
William Wollrab 300,988/(6)/ 7.78% -0- -0- 300,988/(6)/ 0.62%/(6)/
6210 S. Marina
Pacifica Drive
Key 16
Long Beach, CA
90803
Oguz Stackpole 121,100 3.37% 965,200 21.56% 1,086,300 20.21%
1006 Grand Court
Highland Beach, FL
33487
The FATA Group 1,466,276 40.82% -0- -0- 1,466,276 3.03%
Sp.A/(7)/
Strada Statale n.
24, km. 12
10044 PIANEZZA
(TO), Italy
Resolution Capital 352,941 9.83% -0- -0- 352,941 0.73%
Corporation
15 Gingerbread Road
Kings Parks, NY
11754
-3-
__________________
(1) Includes options to acquire 775,000 shares held by Edward Stackpole of
which 600,000 are exercisable at $3.50 per share until 12/31/09 unless
sooner terminated; of which 50,000 are exercisable at $3.50 per share until
11/23/04; of which 25,000 are exercisable at $3.00 per share until 5/31/05;
of which 50,000 are exercisable at $3.50 per share until 6/07/05; and of
which 50,000 are exercisable at $0.17 per share until 6/06. Also includes
options to acquire 775,000 shares held by Itir Stackpole, of which 600,000
are exercisable at $3.50 per share until 12/31/09 unless sooner terminated;
of which 50,000 are exercisable at $3.50 per share until 11/23/04; of which
25,000 are exercisable at $3.00 per share until 5/31/05; of which 50,000
are exercisable at $3.50 per share until 6/07/05; and of which 50,000 are
exercisable at $0.17 per share until 6/06. All shares of Class B Common
Stock held by Edward and Itir Stackpole were converted into Class A Common
Stock on 11/20/01.
(2) Includes options to acquire 400,000 shares, of which 225,000 are
exercisable at $3.50 per share until 5/31/09 unless sooner terminated; of
which 25,000 are exercisable at $3.50 per share until 9/30/04; of which
50,000 are exercisable at $3.50 per share until 11/23/04; of which 50,000
are exercisable at $3.50 per share until 6/07/05 and of which 50,000 are
exercisable at $0.17 per share until 6/06.
(3) Includes options to acquire 50,000 shares at $0.17 per share until
10/25/06.
(4) Includes footnotes 1, 2 and 3.
(5) Includes options to acquire 375,000 shares, of which 225,000 are
exercisable at $3.00 per share until 10/28/09; of which 50,000 are
exercisable at $3.50 per share until 11/23/04; of which 50,000 are
exercisable at $3.00 per share until 6/07/05 and of which 50,000 are
exercisable at $0.17 per share until 6/06.
(6) Includes options to acquire 275,000 shares; of which 50,000 are exercisable
at $3.50 per share until 11/23/04; of which 125,000 are exercisable at
$3.50 until 2004; of which 50,000 are exercisable at $3.50 per share until
6/07/05; and of which 50,000 are exercisable at $3.00 per share until
8/20/05.
(7) As discussed in its Schedule 13D, FATA is controlled by Gaetano Di Rosa,
Ignazio Moncada, Andrea Lombardi, Marcello Agnoli, Angelo Airaghi,
Giancarlo Battista, Giuseppe Bono, Alberto De Benedictis, Paolo Micheletta,
Arcangiolo Lovari, Alessandro Bertolini, Loris Boggio, Enrico Borgogna,
Sergio Camani, Piero Alberto Canuto, Stefano Carlin, Diego Cavalli,
Vincenzo Chieppa, Davide Cucino, Silvio De Poli, Giorgio Donini, Lino
Franco, Angelo Furinghetti, Marco Gallino, Piero-Carlo Gallo, Stefano
Giovine, Giovanni Granella, Massimo Lessona, Flavio Mussano, Sergio Pagani,
Giancarlo Prato, Marzio Raveggi, Calogero Rifici, Bruno Taraglio and
Bartolomeo Tosco, all residents of Italy.
-4-
BENEFICIAL OWNERSHIP POST-CLOSING
Total of
Number of Class A Percent of
Name and Address Number of Percent of Series A and Series A Voting
of Class A Class Preferred Preferred Power
Beneficial Owner Shares A Shares Shares Shares (Combined)
---------------- ------ -------- ------ ------ ----------
Roger Pawson 50,000/(1)/ 0.12% -0- 50,000/(1)/ 0.10%
7825 Fay Avenue,
Suite 200
La Jolla, California
92037
Wayne K. Steck -0- -0- -0- -0- -0-
7825 Fay Avenue,
Suite 200
La Jolla, California
92037
Christine Kincaid -0- -0- -0- -0- -0-
7825 Fay Avenue,
Suite 200
La Jolla, California
92037
Bert Perez 410,000/(2)/ 0.94% -0- 410,000/(2)/ 0.85%/(2)/
6351 NW 52/nd/ St.
Coral Springs, FL
33067
All officers and 460,000/(3)/ 1.1% -0- 460,000/(3)/ 0.95%/(3)/
directors as a group
(4 persons)
ID Four, Ltd. 35,000,000 81.26% 5,000,000 40,000,000 83.21%
7825 Fay Avenue
La Jolla, California
92037
-5-
Total of
Number of Class A Percent of
Name and Address Number of Percent of Series A and Series A Voting
of Class A Class Preferred Preferred Power
Beneficial Owner Shares A Shares Shares Shares (Combined)
---------------- ------ -------- ------ ------ ----------
Edward J. and Itir 5,276,794/(4)/ 11.83% -0- 5,276,794/(4)/ 10.63%/(4)/
Stackpole
1006 Grand Court
Highland Beach, FL
33487
_________________________
(1) Includes options to acquire 50,000 shares at $0.17 per share until
10/25/06.
(2) Includes options to acquire 400,000 shares, of which 225,000 are
exercisable at $3.50 per share until 5/31/09 unless sooner terminated; of
which 25,000 are exercisable at $3.50 per share until 9/30/04; of which
50,000 are exercisable at $3.50 per share until 11/23/04; of which 50,000
are exercisable at $3.50 per share until 6/7/05 and of which 50,000 are
exercisable at $0.17 per share until 6/06.
(3) Includes footnotes 1 and 2.
(4) Includes options to acquire 775,000 shares held by Edward Stackpole of
which 600,000 are exercisable at $3.50 per share until 12/31/09 unless
sooner terminated; of which 50,000 are exercisable at $3.50 per share until
11/23/04; of which 25,000 are exercisable at $3.00 per share until 5/31/05;
of which 50,000 are exercisable at $3.50 per share until 6/7/05; and of
which 50,000 are exercisable at $0.17 per share until 6/06. Also includes
options to acquire 775,000 shares held by Itir Stackpole, of which 600,000
are exercisable at $3.50 per share until 12/31/09 unless sooner terminated;
of which 50,000 are exercisable at $3.50 per share until 11/23/04; of which
25,000 are exercisable at $3.00 per share until 5/31/05; of which 50,000
are exercisable at $3.50 per share until 6/7/05; and of which 50,000 are
exercisable at $0.17 per share until 6/06. All shares of Class B Common
Stock held by Edward and Itir Stackpole were converted on 11/20/01.
Change in Control
- -----------------
A change in control of the Company will result at the Closing of the
Purchase Agreement. Pursuant to the Purchase Agreement, the Company will agree
to sell to iD Four and iD Four will agree to purchase 35,000,000 shares of the
Company's Class A Common Stock and 5,000,000 shares of the Company's Series A
Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock
is entitled to one vote per share and is convertible into one share of Class A
Common Stock. The purchase price, which shall be paid from the working capital
of iD Four is to be paid as follows: a) cash payment of $25,000 earnest money
deposit was paid to the Company on October 26, 2001; b) a cash payment of
$125,000 was paid to the Company at Closing, and c) the remaining $100,000 will
be in the form of an unsecured, non-negotiable, non-interest bearing promissory
note, due and payable 15 days after the Closing.
As of November 20, 2001, all holders of Class B Common stock, each share of
which was entitled to 10 votes per share, converted their shares of Class B
Common Stock into shares of Class A Common Stock which is entitled to one vote
per share. No shares of Class B Common Stock will remain outstanding at the
Closing.
-6-
Prior to the Closing of the Purchase Agreement, iD Four owned no capital
stock of the Company. Effective at the Closing of the Purchase Agreement, iD
Four will beneficially own 35,000,000 shares of Class A Common Stock, or 81.26%
of the issued and outstanding Class A Common Stock, 5,000,000 shares of Series A
Convertible Preferred Stock, or 100% of the issued and outstanding Series A
Convertible Preferred Stock, and, therefore, will have 83.21% of the voting
power of the Company.
On the Record Date, the controlling persons of the Company were Edward and
Itir Stackpole, Co-Chairmen of the Board of Directors, and Chief Executive
Officer and Vice-President, respectively. On the Record Date, Edward and Itir
Stackpole beneficially owned 1,769,394 shares of Class A Common Stock or
approximately 34.41% of the issued and outstanding Class A Common Stock;
3,507,400 shares of Class B Common Stock, or approximately 73.78% of the issued
and outstanding Class B Common Stock, and approximately 73.81% of the voting
power of the Company, due to the super-voting rights of the Class B Common
Stock. On November 20, 2001, Edward and Itir Stackpole converted all of their
shares of Class B Common Stock into Class A Common Stock on a one for one basis.
Effective at Closing, Ed and Itir Stackpole will own 5,276,794 shares of Class A
Common Stock or approximately 11.83% of the issued and outstanding Class A
Common Stock, no shares of Class B Common Stock, and have approximately 10.63%
of the voting power of the Company effective at the Closing.
On October 26, 2001, the parties signed a binding letter of intent to enter
into the Purchase Agreement and in connection with the letter of intent, the
Board of Directors of the Company appointed Roger Pawson, an appointee of iD
Four, to fill a vacancy on the Company's Board of Directors. On November 9,
2001, Ed and Itir Stackpole resigned as Directors and officers of the Company,
leaving Bert Perez and Roger Pawson as the two Directors of the Company. As
part of the Purchase Agreement, Bert Perez submitted a resignation as a Director
of the Company effective no sooner than ten days after the filing and mailing of
this Schedule 14f-1. In addition, no sooner than ten days after the filing and
mailing of this Schedule 14f-1, the Board of Directors will appoint Wayne Steck
and Christine Kincaid as Directors of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers of the Company are elected by the Board of Directors and
serve for a term of one year and until their successors have been elected and
qualified or until their earlier resignation or removal by the Board of
Directors.
The following table sets forth names and ages of all Directors and
executive officers of the Company and persons known to be appointed as Directors
no sooner than ten days after the filing of this Schedule 14f-1.
Name Age Position Director Since
- ---- --- -------- --------------
Bert Perez/(1)/ 36 Director, Chief Technical Officer 12/99
-7-
Name Age Position Director Since
---- --- -------- --------------
Roger Pawson 49 Director, Chief Executive Officer, 10/01
Chief Financial Officer
Wayne K. Steck/(2)/ 56 Director 12/01
Christine Kincaid/(3)/ 53 Director, Secretary 12/01
____________
(1) Mr. Perez has submitted a resignation as Chief Technical Officer and
Director of the Company effective no sooner than ten days after the filing
of this Schedule 14f-1.
(2) Mr. Steck will be appointed as a Director of the Company no sooner than ten
days after the filing of this Schedule 14f-1.
(3) Ms. Kincaid will be appointed as a Director of the Company no sooner than
ten days after the filing of this Schedule 14f-1.
Bert Perez has been the Chief Technical Officer and a Director since June
----------
1999. Mr. Perez was employed by Sprint Communications, Inc. in south Florida
from 1992 through 1999 as Data Support Manager and prior to that as an MIS
manager for ABC television. In his prior positions, Mr. Perez was responsible
for the design and implementation of network solutions and technical support.
Mr. Perez has submitted a resignation as Chief Technical Officer and Director of
the Company, effective no sooner than ten days after the filing and mailing of
this Schedule 14f-1.
Roger Pawson became a Director and Chief Executive Officer of the Company on
------------
October 26, 2001 as a result of the Company's Purchase Agreement with iD Four
and is currently serving as Chief Financial Officer. From 2000 through the
present, Mr. Pawson serves as president of iD Four, Ltd., a public software
development company. From 1996-2000 Mr. Pawson served as President of TLCO
Software, a software development company.
Wayne K. Steck will become a Director of the Company as a result of the
--------------
Company's Purchase Agreement with iD Four no sooner than ten days from the
filing and mailing of this Schedule 14f-1. From April 2000 through the present,
Mr. Steck serves as Vice President of iD Four, Ltd., a public software
development company. From March 1999 to April 2000 Mr. Steck served as Vice
President of TLCO Software, a software development company. From 1996 to March
1999, Mr. Steck served as Art Director of Backdoor Graphics, a packaging design
company.
Christine Kincaid will become a Director of the Company as a result of the
-----------------
Company's Purchase Agreement with iD Four no sooner than ten days after the
filing and mailing of this Schedule 14f-1. From May 2001 through the present,
Ms. Kincaid serves as Secretary of iD Four, Ltd., a public software development
company. From May 1993 through May 2001, Ms. Kincaid was an executive of the
Cartier Financial Group, which engaged in investment services.
-8-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No family relationships exist between the current directors and officers of
the Company.
On October 26, 2001, Roger Pawson was granted options to purchase 50,000
shares of Class A Common Stock at $0.17 per share for a period of five years.
The Board of Directors plans to grant each of Mr. Steck and Ms. Kincaid options
to purchase 50,000 shares upon being appointed to the Company's Board of
Directors.
Roger Pawson was appointed as a Director on October 26, 2001 and is
currently an executive officer of iD Four. Wayne Steck and Christine Kincaid
will be Directors of the Company no sooner than 10 days after the filing of this
Schedule 14f-1 and are both currently executive officers of iD Four.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and Directors and persons who own more than 10% of the
Company's outstanding Common Stock to file reports of ownership with the
Securities and Exchange Commission ("SEC"). Directors, officers and 10% or
greater shareholders of the Company are required by the SEC regulations to
furnish the Company with all copies of Section 16(a) forms they file. During the
fiscal year ended December 2000, Bert Perez (the only current Director and
executive officer who was in office and on the Board in 2000) failed to timely
file a Form 5. In addition, Roger Pawson failed to timely file a Form 3 upon his
appointment as a Director of the Company. Resolution Capital Corporation failed
to timely file a Form 3 upon obtaining greater than 10% of the Company's Class A
Common Stock prior to the Closing. Effective as of the Closing, Resolution
Capital Corporation is no longer a 10% or greater shareholder of the Company.
MEETINGS OF THE BOARD AND COMMITTEES
The Company's Board of Directors held seven meetings during the Company's
fiscal year ended December 31, 2000. Such meetings consisted of consent
Directors' minutes signed by all Directors and actual meeting at which all
Directors were present in person or by telephone. No incumbent Director
attended fewer than 75% of the aggregate of (1) the total number of meetings of
the Board of Directors (held during the period for which he has been a Director)
and (2) the total number of meetings held by all committees of the Board on
which he served (during the periods that he served).
The Company's Board of Directors currently serves as its audit committee.
The Board of Directors currently has no standing nominating or compensation
committee. The Audit Committee Report for the fiscal year ended December 31,
2001 was included in the Company's Definitive Proxy Statement, filed with the
SEC on May 11, 2001.
-9-
EXECUTIVE COMPENSATION
Compensation and other Benefits of Executive Officers During the Last Completed
Fiscal Year (12/31/00)
The following table sets out the compensation received for the fiscal years
ended December 31, 1998, 1999 and 2000 in respect to each of the individuals who
were the Company's chief executive officer at any time during the last fiscal
year and the Company's four most highly compensated executive officers whose
total salary and bonus exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
FISCAL YEAR COMPENSATION LONG TERM COMPENSATION
Award Payouts
----- -------
Restricted
Securities Shares
Other under or All other
Annual Option/ Restricted LTIP Compen-
Name and Salary Bonus Compen- SARs Share Payouts sation
Principal Position Year ($) ($) sation Granted Units ($) ($)
- ------------------ ---- ------ ----- ------ ------- ------ --- ---
Edward J. Stackpole/ 2000 300,000 0 28,800/(1)/ 275,000 0 0 0
Co-Chair and CEO 1999 300,000 0 28,800/(1)/ 250,000 0 0 0
1998 262,882 0 2,400/(1)/ 0 0 0 1,370,459/(2)/
Itir Stackpole/ 2000 250,000 0 0 275,000 0 0 0
Co-and Vice President 1999 250,000 0 0 250,000 0 0 0
1998 262,882 0 0 0 0 0 1,370,459/(2)/
Bert Perez 2000 100,000 0 14,400/(3)/ 150,000 0 0 0
Chief Technical 1999 58,333 0 8,400/(3)/ 100,000 10,000 0 0
Officer 1998 N/A N/A N/A N/A N/A N/A N/A
Bruce Walko 2000 105,638 0 0 150,000 0 0 0
President/(4)/ 1999 N/A N/A N/A N/A N/A N/A N/A
1998 N/A N/A N/A N/A N/A N/A N/A
- -------------------
(1) Represents car allowance.
(2) In 1998 CNSI was taxed under Subchapter S of the Internal Revenue Code.
Edward and Itir Stackpole, as holders of 100% of the stock of CNSI,
received distributions under Subchapter S of the Internal Revenue Code.
One-half is imputed to each as other compensation.
(3) Represents commissions.
(4) Mr. Walko resigned as President on April 12, 2001.
-10-
Agreements with Management
On May 1, 2000, the Company granted to each of Edward Stackpole and Itir
Stackpole options to acquire 25,000 shares of common stock at a strike price of
$3.00 per share, exercisable for five years in consideration for executing a
personal guarantee of the Company's obligations in connection with the FATA
Investment Agreement.
On June 8, 2000, the Company granted to each of Edward Stackpole, Itir
Stackpole, Bert Perez, William Wollrab, Bruce Walko, M. Dowell Stackpole and
Gerard Werner options to acquire 50,000 shares of common stock for $3.50 per
share, exercisable for five years, in consideration for serving on the Company's
Board of Directors.
On August 2, 2000, Mr. Ciamaroni was granted a warrant to acquire 112,500
shares of common stock for $3.00 per share, as a finder's fee in connection with
the FATA transaction.
Pursuant to the terms of a letter to the Company from Bruce Walko dated
October 29, 1999, the Company agreed to pay Mr. Walko a monthly salary of
$10,000 per month for six months, and $15,000 per month thereafter and agreed to
pay Mr. Walko a bonus of up to 40% of base salary starting in 2000. The Company
agreed to grant Mr. Walko options to acquire 50,000 shares on November 1, 1999
and 100,000 options per year for 2000, 2001 and 2002 with 25,000 shares vesting
per quarter.
On January 1, 1999, Mr. Edward J. Stackpole entered into a three-year
employment agreement with the Company at an annual salary of $300,000 per year
and a quarterly bonus equal to 5% of the Company's net pre-tax quarterly income.
Mr. Stackpole was also granted 600,000 non-qualified stock options exercisable
at $3.50 per share over a 10-year period that will vest in increments of 50,000
options quarterly, provided that Mr. Stackpole is still employed on the last day
of each quarter.
On January 1, 1999 Mrs. Itir Stackpole entered into a three-year employment
agreement with the Company at an annual salary of $250,000 per year and a
quarterly bonus equal to 5% of the Company's net pre-tax quarterly income. Mrs.
Stackpole was also granted 600,000 non-qualified options at $3.50 per share over
a 10-year period that vest in increments of 50,000 options quarterly, provided
that Mrs. Stackpole is still employed on the last day of each quarter.
Effective on June 1, 1999, Mr. Bert Perez entered into a three-year
employment agreement with the Company at an annual salary of $100,000 per year.
Mr. Perez also receives a quarterly bonus equal to 3.3% of the Company's net
pre-tax quarterly income. He received a signing bonus of 10,000 shares of the
Company's Class A Common Stock, of which 5,000 vested immediately and 5,000
shares vested on December 1, 1999. Mr. Perez was granted 300,000 non-qualified
options exercisable at $3.50 per share over a 10-year period that vest in
increments of 25,000 options quarterly, provided that Mr. Perez is still
employed on the last day of each quarter.
The Company granted Mr. M. Dowell Stackpole 58,000 shares of Class A Common
Stock on January 1999 as compensation for joining the board of directors.
-11-
OPTION GRANTS TO OFFICERS
Fiscal Year End Option Values
The following table sets out the stock options granted by the Company
during the previous fiscal year to the Named Executive Officers of the Company.
OPTION/SAR GRANTS IN 2000
INDIVIDUAL GAINS
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or Market Price
Options/SARs Employees in Base on Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date of Grant Date
- ---- ----------- ----------- ------------ ------------- ----
Edward J. 200,000 23.81% $3.50 $3.50 01/01/09
Stackpole
50,000 5.95% $3.50 $3.00 06/07/05
25,000/(1)/ 2.98% $3.00 $3.00 05/31/05
Itir Stackpole 200,000 23.81% $3.50 $3.50 01/01/09
50,000 5.95% $3.50 $3.00 06/07/05
25,000/(1)/ 2.98% $3.00 $3.00 05/31/05
Bert Perez 100,000 11.90% $3.50 $9.00 05/31/09
50,000 5.95% $3.50 $3.00 06/07/05
N. Bruce Walko 100,000 11.90% $3.00 $3.00 10/28/09
50,000 5.95% $3.50 $3.00 06/07/05
- ---------------------
(1) Granted in consideration for Ed & Itir Stackpole's personal guarantee of
obligations of the Company made in connection with the FATA Investment
Agreement.
Aggregated Option/SAR Exercised in Last Financial Year and Fiscal Year-End
Option/SAR Values
The following table sets out all Option/SAR exercised by the Named
Executive Officers during the most recently completed fiscal year and the
Option/SAR values for such persons as of the end of the most recently
completed fiscal year.
-12-
Number of
Securities
Underlying Value of
Unexercised Unexercised
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares
Acquired on Value Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
- ---- ------------ --- ------------- -------------
Edward J. Stackpole -0- -0- 525,000 -0-
Itir Stackpole -0- -0- 525,000 -0-
Bert Perez -0- -0- 250,000 -0-
N. Bruce Walko -0- -0- 250,000 -0-
Compensation of Directors
No salaries are paid to directors. However, each director receives options
to acquire 50,000 shares of Class A Common Stock for each year of service as a
director.
No pension or retirement benefit plan has been instituted by the Company
and none is proposed at this time and there is no arrangement for compensation
with respect to termination of the directors in the event of change of control
of the Company.
Benefit Plans
The Company currently has no retirement, pension, profit-sharing or
insurance or medical reimbursement plans covering its officers and directors.
Dated November 29, 2001 CYBERFAST SYSTEMS, INC.
By: /s/ Roger Pawson
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Roger Pawson, Director and
Chief Executive Officer
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