NAVTECH, INC.
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Notice of Annual Meeting of Shareholders
April 2, 2002
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To the Shareholders
of Navtech, Inc.
Notice is hereby given that the Annual Meeting of Shareholders of NAVTECH,
INC., a Delaware corporation, will be held in the Bloomingdale Room of the
Waterloo Inn & Conference Centre, located at 475 King Street North, Waterloo,
Ontario, Canada, N2J 2Z5 on Tuesday, April 2, 2002 at 1:00 p.m., local time, for
the following purposes:
(1) To elect a board of four directors.
(2) To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on February 28, 2002
are entitled to notice of, and to vote at, the meeting or any adjournment
thereof.
David Strucke
Secretary
March 7, 2002
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WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE AND SIGN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF NAVTECH, AND
RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. A SHAREHOLDER
MAY REVOKE HIS PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH
EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING AND
VOTING IN PERSON.
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NAVTECH, INC.
PROXY STATEMENT
This Proxy Statement is being mailed to you on or about March 7, 2002. All
of our shareholders of record at the close of business on February 28, 2002 are
being mailed this Proxy Statement in connection with the solicitation by our
Board of Directors of proxies to be voted at the Annual Meeting of Shareholders
to be held on Tuesday, April 2, 2002, in the Bloomingdale Room of the Waterloo
Inn & Conference Centre, located at 475 King Street North, Waterloo, Ontario,
Canada, N2J 2Z5 at 1:00 p.m. local time, or any adjournment thereof.
All proxies duly executed and received will be voted on the matters
presented at the meeting in accordance with the specifications made in such
proxies. In the absence of specified instructions, proxies so received will be
voted FOR the named nominees to our Board of Directors.
The Board does not know of any other matters that may be brought before the
meeting nor does it foresee or have reason to believe that proxy holders will
have to vote for substitute or alternate nominees to the Board. In the event
that any other matter should come before the meeting or any nominee is not
available for election, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies not marked to the contrary with
respect to such matters in accordance with their best judgment.
The total number of our common shares, par value $.001 per share,
outstanding as of February 28, 2002 was 4,327,285. Each common share is entitled
to one non-cumulative vote. The common shares are the only class of securities
entitled to vote. A majority of the common shares outstanding and entitled to
vote as of February 28, 2002, or 2,163,643 common shares, must be present at the
meeting in person or by proxy in order to constitute a quorum for the
transaction of business. Only shareholders of record as of the close of business
on February 28, 2002 will be entitled to vote.
With regard to the election of directors, votes may be cast in favor or
withheld. The directors shall be elected by a plurality of the votes cast in
favor. Accordingly, based upon there being four nominees, each person who
receives one or more votes will be elected as a director. Votes withheld in
connection with the election of one or more of the nominees for director will
not be counted as votes cast for such individuals.
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it at any time before its exercise. The proxy may be revoked
by filing with Navtech written notice of revocation or a fully executed proxy
bearing a later date. The proxy may also be revoked by affirmatively electing to
vote in person while in attendance at the meeting. However, a shareholder who
attends the meeting need not revoke a proxy given and vote in person unless the
shareholder wishes to do so. Written revocation or amended proxies should be
sent to the attention of our Corporate Secretary at the offices of our
subsidiary, Navtech Systems Support Inc. ("Navtech-Canada"), located at 175
Columbia Street West, Suite 102, Waterloo, Ontario, Canada N2L 5Z5.
The proxy is being solicited by our Board of Directors. We will bear the
cost of the solicitation of proxies including the charges and expenses of
brokerage firms and other custodians, nominees and fiduciaries for forwarding
proxy materials to beneficial owners of common shares. Solicitations will be
made primarily by mail, but certain of our directors, officers or employees may
solicit proxies in person or by telephone, telecopier or telegram without
special compensation.
A list of shareholders entitled to vote at the meeting will be available
for your examination at the offices of our subsidiary, Navtech Systems Support
Inc., 175 Columbia Street West, Suite 102, Waterloo, Ontario, Canada, for a
period of ten days prior to the meeting and will also be available at the
meeting.
EXECUTIVE COMPENSATION
Summary Compensation Table
During the fiscal year ended October 31, 2001, none of our executive
officers other than Duncan Macdonald, our then Chief Executive Officer, had
total salary and bonus in excess of $100,000. The following table sets forth
information concerning the compensation of Mr. Macdonald for the last three
fiscal years:
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Annual Compensation Long-Term Compensation
- ---------------- -------- ----------- -------- --------------- ------------------------- --------- --------------
Awards Payouts
- ---------------- -------- ----------- -------- --------------- ----------- ------------- --------- --------------
Common
Name and Restricted Stock
Principal Other Annual Stock Underlying LTIP All Other
Position Year Salary Bonus Compensation Award(s) Options Payouts Compensation
- ---------------- -------- ----------- -------- --------------- ----------- ------------- --------- --------------
- ---------------- -------- ----------- -------- --------------- ----------- ------------- --------- --------------
Duncan
Macdonald, 2001 $141,785 -0- $ -0- -0- -0- -0- -0-
Chief 2000 $ 81,820 -0- $ 2,500(2) -0- 50,000 -0- -0-
Executive 1999 $ 5,000 $20,000 $28,927(2) -0- -0- -0- -0-
Officer (1)
================ ======== =========== ======== =============== =========== ============= ========= ==============
(1) Mr. Macdonald resigned his position of Chief Executive Officer in November
2001.
(2) Represents amounts paid as an independent advisor to Navtech. Excludes
amounts paid to Kintyre & Company Limited, an entity controlled by Mr.
Macdonald, for consulting services rendered to Navtech-Canada. See "Certain
Relationships and Related Transactions".
Option Grants Table
There were no stock options granted to Mr. Macdonald during the fiscal year
ended October 31, 2001.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Value
Table
The following table sets forth the value as of October 31, 2001 of
unexercised options held by Mr. Macdonald:
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Number of Unexercised Value of Unexercised
Options at In-the-Money Options
October 31, 2001 at October 31, 2001
- ------------------- -------------------------- ---------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------- -------------------------- ---------------------------
Duncan Macdonald 50,000/-0- $4,438/-0-
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No options were exercised by Mr. Macdonald during the fiscal year ended
October 31, 2001.
Compensation of Directors
Our Directors, with the exception of salaried officers, are entitled to
receive an annual retainer of $6,000 (payable quarterly in advance) and $500 per
Board and/or committee meeting attended. The Chairman of the Board is entitled
to receive an annual retainer of $7,200 (payable quarterly in advance), and the
Chairman of a Committee is entitled to receive $750 per committee meeting
chaired. In addition, on May 11, 2001, each of our outside Directors received an
option for the purchase of 20,000 shares of common stock at an exercise price of
$0.70 per share. On December 11, 2001, Messrs Jakobowski and Ueltzen, who had
recently joined the Board, were granted options for the purchase of 25,000
shares each at an exercise price of $0.37 per share. Further, Directors are
entitled to be reimbursed for travel expenses incurred in attending any meeting
of the Board or any of its committees. Our By-Laws also provide, to the extent
permitted by law, for certain indemnification of our Directors.
Employment Contracts, Termination of Employment and Change-in-Control
Arrangements
See "Certain Relationships and Related Transactions" for a discussion of
the Settlement and Release Agreement entered into with Duncan Macdonald, our
former Chief Executive Officer.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Our common stock is the only class of securities outstanding. Each share is
entitled to one vote. The following table sets forth certain information
regarding our outstanding common stock beneficially owned as of January 31, 2002
by:
o each person who is known by us to own beneficially or exercise voting or
dispositive control over more than 5% of our common stock,
o each present director,
o each person named in the Summary Compensation Table above, and
o all of our present executive officers and directors as a group
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Name and Address of Beneficial Owner Number of Shares Approximate Percentage
Beneficially Owned of Outstanding Shares
Robert N. Snyder 840,000(1) 19.0%
7200 Wisconsin Avenue, Suite 601
Bethesda, Maryland
Alain Mallart 658,700(2) 15.2%
38 avenue des Klauwaerts
1050 Brussels, Belgium
Dorothy A. English 465,000(3) 10.1%
175 Columbia Street West
Waterloo, Ontario, Canada
St. Andrews Capital Limited Partnership 296,543(4) 6.9%
25 Allaura Boulevard
Aurora, Ontario, Canada
Michael Ueltzen 256,250(5) 5.9%
5801 Lee Highway
Arlington, Virginia
Republic Electronics Corporation 250,000(6) 5.8%
5801 Lee Highway
Arlington, Virginia
Duncan Macdonald 200,000(7) 4.6%
11 Bedford Crescent
Ottawa, Ontario, Canada
David Strucke 102,500(8) 2.3%
1934 Berlett's Road
St. Agatha, Ontario, Canada
Thomas D. Beynon 45,000(9) 1.0%
675 Riverbend Drive
Kitchener, Ontario, Canada
Michael Jakobowski 16,250(10) *
7200 Wisconsin Avenue, Suite 601
Bethesda, Maryland
All current executive officers and 696,200(5)(7)(8)(9)(10)(11) 15.4%
directors as a group (7 persons)
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_______________
* Less than 1%
(1) Based upon Schedule 13D, as amended, filed with the Securities and Exchange
Commission. Includes (i) 100,000 shares that are issuable upon the exercise
of a warrant that is currently exercisable and (ii) 40,000 shares owned by
Wyoming Investments Limited Partnership, of which Mr. Snyder is a general
partner.
(2) Based upon Schedule 13G filed with the Securities and Exchange Commission.
We have been advised that amount includes (i) 25,000 shares owned by Euro
Business Angels S.A., an entity indirectly controlled by Mr. Mallart, (ii)
157,000 shares owned by Finextern S.A., an entity controlled by Mr.
Mallart, and (iii) 476,700 shares owned by Net Mutation S.A., an entity
indirectly controlled by Mr. Mallart.
(3) Based upon Schedule 13D, as amended, filed with the Securities and Exchange
Commission. Includes 260,000 shares that are issuable to Ms. English upon
exercise of options that are currently exercisable.
(4) Based upon Schedule 13D, as amended, filed with the Securities and Exchange
Commission. We have been advised that 1436917 Ontario Inc. is the general
partner of St. Andrews Capital Limited Partnership.
(5) Based upon Schedule 13G, as amended, filed with the Securities and Exchange
Commission. Represents shares owned by Republic Electronics Corporation
(see footnote (6)) of which Mr. Ueltzen is the majority shareholder,
President and Chief Executive Officer, and 6,250 shares that are issuable
upon exercise of options that are currently exercisable or are exercisable
within 60 days.
(6) Based upon Schedule 13G, as amended, filed with the Securities and Exchange
Commission.
(7) Based upon Schedule 13D, as amended, filed with the Securities and Exchange
Commission and information otherwise known to us.
(8) Includes 62,500 shares that are issuable upon exercise of options that are
currently exercisable or are exercisable within 60 days.
(9) Represents shares that are issuable upon exercise of options that are
currently exercisable or are exercisable within 60 days.
(10) Includes 6,250 shares that are issuable upon exercise of options that are
currently exercisable or are exercisable within 60 days.
(11) Includes 70,000 shares that are issuable to executive officers upon
exercise of options that are currently exercisable.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dorothy English / Navtech Applied Research Inc.
Dorothy English is currently an employee of Navtech-Canada as well as one of our
principal stockholders, and until July 2000 was one of our officers and
directors. She owns all of the stock of Navtech Applied Research Inc. ("NARI").
Duncan Macdonald, currently our Chairman of the Board and formerly our Chief
Executive Officer, served as President of NARI until January 15, 2001.
As of October 23, 2000, NARI was indebted to us in the aggregate amount of
$1,288,724. This balance consisted of several promissory notes with varying
terms as well as unsecured advances. For financial reporting purposes, we had
provided for an allowance of $928,412 against this debt as of October 31, 1999.
The resulting net balance was equal approximately to the fair value of certain
weather software assets owned by NARI at that date as discussed below.
On October 23, 2000, we entered into a series of transactions with NARI to
recover the amount due from NARI to us as follows:
o Certain weather assets purchased by NARI in 1998 were transferred to us in
return for a reduction of debt. We believe that the estimated fair value
for tax purposes of $147,651 is equivalent to the software's fair market
value at October 23, 2000, the date of the valuation.
o NARI returned 502,766 shares of our common stock to treasury in return for
a further reduction of debt. At the time of the transfer, the shares'
market value was $942,686.
o NARI signed two promissory notes in the cumulative amount of $56,400
Canadian ($36,809 US as at October 31, 2000) that were paid on January 15,
2001 from the proceeds from the sale of its remaining 150,000 shares of our
common stock.
o As part of the asset transfer and treasury stock transfer, for financial
reporting purposes, we reduced our allowance for doubtful accounts by
$904,102 and recorded this reduction as a reduction to operating costs and
expenses.
There will be no further amounts due from NARI.
Duncan Macdonald
Effective January 1, 1999, Navtech-Canada entered into a two year services
agreement with Kintyre & Company Limited, a company controlled by Duncan
Macdonald, currently our Chairman of the Board and then our Chief Executive
Officer. Under the agreement, Kintyre agreed to provide the services of Mr.
Macdonald, as well as other Kintyre staff as needed, to assist us in our
strategic corporate structuring and corporate finance and accounting activities.
Kintyre was entitled to receive a base monthly fee of $23,250 Canadian, plus
additional amounts upon the meeting of certain time thresholds and an annual
bonus of $8,700 Canadian. Effective with the employment of Mr. Macdonald by
Navtech-Canada on May 1, 2000, the base amount was reduced to $11,000 Canadian
per month. Effective with our employment of the remaining Kintyre staff on
January 1, 2001, this agreement was terminated.
During the fiscal years ended October 31, 2000 and 2001, we paid approximately
$182,000 and $14,000, respectively, under the agreement with Kintyre.
Effective November 29, 2001, Mr. Macdonald resigned as Chief Executive Officer.
As part of the resignation, Navtech-Canada entered into a settlement and release
agreement, entitling Mr. Macdonald to six months salary (totaling approximately
$112,000 Canadian), as well as miscellaneous expenses up to December 31, 2001.
Alain Mallart / Easy Flying S.A.
Alain Mallart is one of our principal stockholders and, to our knowledge, is a
principal stockholder of Easy Flying S.A., a company incorporated in France.
In October 2000, Easy Flying S.A. purchased 500,000 common shares from us for
proceeds of $500,000. Easy Flying S.A. also purchased a Weather and NOTAMS
system for $250,000, with $100,000 due upon contract signing and the remaining
$150,000 due in three installments on April 1, 2001, July 1, 2001 and October 1,
2001.
In June 2001, in an effort to raise additional working capital, two shareholders
of Easy Flying S.A. (including an entity controlled by Mr. Mallart) purchased
from us a total of 400,000 common shares for $400,000. Concurrent with this
purchase, and as a condition to raising this capital, we loaned Easy Flying S.A.
a total of $200,000. The loan is repayable on December 31, 2002. As security for
the repayment of the loan, Easy Flying S.A. pledged 100,000 of our common
shares.
On September 28, 2001, Easy Flying S.A. filed for bankruptcy in France. At the
date of filing, Easy Flying S.A. owed us the full amount of the $200,000 note
receivable in addition to $120,665 relating to the sale of the Weather and
NOTAMS system and related services. At October 31, 2001, for financial reporting
purposes, we reserved the sum of $290,665 against the amounts owing from Easy
Flying S.A. The remaining $30,000 not provided for represents the estimated net
realizable value of our 100,000 common shares pledged as security.
Global Weather Dynamics, Inc.
Robert Snyder is one of our principal stockholders and is a principal
stockholder of Global Weather Dynamics, Inc.
Michael Ueltzen is one of our directors and was President of Global until his
resignation effective January 1, 2002. Mr. Ueltzen is also the majority
shareholder, President, and Chief Executive Officer of Republic Electronics
Corporation, one of our principal stockholders. We have been advised by Mr.
Ueltzen that The Republic Group, of which Mr. Ueltzen is the sole stockholder,
President and Chief Executive Officer, received $269,316 from Global during
fiscal 2001 in consideration of services rendered.
Duncan Macdonald, currently our Chairman of the Board and formerly our Chief
Executive Officer, acted as a consultant and advisor to Global during 1999 and
2000. Mr. Macdonald has advised us that, during fiscal 2001, he received payment
from Global of $46,500 for reimbursement of expenses. Subsequent to his
resignation as our Chief Executive Officer, Mr. Macdonald has been engaged as an
advisor and management consultant to Global.
During the year ended October 31, 2001, a director of Global also served on our
board as a designee of Mr. Snyder.
During fiscal 2001, we performed consulting services for Global and made several
miscellaneous payments on their behalf. Given our knowledge of Global's
financial position, we provided an allowance for doubtful accounts of $111,111
(representing one half of the balance outstanding at October 31, 2001). This
balance consists primarily of outstanding consulting fees and related expenses.
The remaining balance of $111,112 represents our estimate of the net realizable
value of this receivable.
Global is still an active company and we continue to pursue efforts to collect
the outstanding balance.
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees
Four directors are to be elected at the meeting to serve until the next
Annual Meeting of Shareholders and until their respective successors have been
elected and have qualified, or until their earlier resignation or removal.
The following table sets forth the positions and offices presently held
with us by each nominee for election as director, his age as of February 28,
2002, and the year in which he became a director. Proxies not marked to the
contrary will be voted in favor of their election.
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Positions and Offices Year Became
Name Age Presently Held with Navtech Director
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David Strucke 33 President, Chief Executive Officer, Chief 2001
Financial Officer, Secretary, and Director
Thomas D. Beynon 60 Director 2000
Michael Jakobowski 41 Director 2001
Michael Ueltzen 56 Director 2001
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Thomas D. Beynon is a partner in the Waterloo law firm of McCarter Grespan
Robson Beynon Thompson LLP and a member of the Law Society of Upper Canada. He
has been with the firm since March 1996. Prior to this, Mr. Beynon spent six
years with a Canadian national law firm, Sims Clement Eastman, from 1991 to
1996. His primary focus is in the areas of commercial, corporate and finance law
with a diverse client base of both public and private Canadian corporations. He
also served on the Board of Waterloo Microsystems Inc. from 1986 to 1990. Mr.
Beynon holds memberships in the Institute of Corporate Directors and the
American Bar Association and he is a founding member and director of
Communitech, a technology association in Southwestern Ontario. Mr. Beynon has
been a director of Navtech since July 2000.
Michael Jakobowski has served as Chief Financial Officer of Cambridge
Information Group since September 1999. Prior to joining Cambridge, Mr.
Jakobowski was the Vice President of Accounting for Thomson Financial Database
Group from August 1997 to September 1999, and the Corporate Controller for Kline
Group from June 1994 to August 1997. Mr. Jakobowski is a member of the American
Institute of Certified Public Accountants. Prior to 1994, Mr. Jakobowski spent
over 11 years in public accounting with Price Waterhouse, Coopers & Lybrand, and
Johnson Lambert and Co. Mr. Jakobowski has served as one of our directors since
November 2001.
David Strucke has served as our President, Chief Executive Officer,
Secretary and a director since November 2001. Mr. Strucke also continues to
serve as our Chief Financial Officer, a position held since January 2000. Mr.
Strucke served as Vice President - Finance & Accounting of Navtech-Canada from
October 1999 to January 2000 and as its Director of Finance and Accounting and a
Business Analyst from January 1999 to October 1999. Prior to joining us, Mr.
Strucke served as a Financial Analyst focusing on mergers and acquisitions for
an automotive capital equipment manufacturer from 1997 to 1998. From 1996 to
1997, Mr. Strucke performed financial and accounting consulting work for
manufacturing companies. Mr. Strucke has lectured on Introductory Finance for
the undergraduate business program at Wilfrid Laurier University.
Michael Ueltzen is the President and CEO of The Republic Group ("TRG") in
Arlington, Virginia. Mr. Ueltzen joined TRG in 1968. TRG is a high-tech export
management firm with representatives in 78 countries, and specializes in systems
integration and engineering projects with emphasis on international
environmental problems. Mr. Ueltzen and TRG were awarded the Presidential E-Star
Award for outstanding contribution to the United States Export Expansion
Program. Mr. Ueltzen has been a member of the American Meteorological Society
since 1985. Mr. Ueltzen served as President of Global Weather Dynamics, Inc
until December 2001. Mr. Ueltzen has served as one of our directors since July
2001.
Director Whose Term Is Expiring
The following table sets forth the office presently held with us by Duncan
Macdonald whose term is expiring at the Annual Meeting of Shareholders, his age
as of February 28, 2002, and the year in which he became a director.
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Positions and Offices Year Became
Name Age Presently Held with Navtech Director
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Duncan Macdonald 42 Chairman of the Board of Directors 1999
================================================================================
Duncan Macdonald has served as our Chairman of the Board since January 2000
and as a director since December 1999. Mr. Macdonald served as our Chief
Executive Officer from March 1996 until his resignation in November 2001. He
served as our Chief Financial Officer from July 1995 to January 1999. Since
January 1992, Mr. Macdonald has also served as managing partner of Kintyre &
Company Limited, a management consulting firm based in Ottawa, Ontario. In
addition, since December 1998, he has served as President of St. Andrews
Technology Associates, Inc., and served as President of Navtech Applied Research
Inc. until January 2001.
Committees
The Audit Committee of the Board of Directors assists the Board in
fulfilling its responsibilities for oversight of the quality and integrity of
our accounting, auditing, internal control and financial reporting practices. It
may also have such other duties as may from time to time be assigned to it by
the Board. The members of the Audit Committee currently are Messrs. Beynon and
Jakobowski. The directors who serve on the Audit Committee are "independent"
directors based on the definition of independence in the listing standards of
the National Association of Securities Dealers. To date, the Board of Directors
has not adopted a written charter for the Audit Committee.
There are no other committees of the Board of Directors, all other
functions being performed by the Board as a whole. The Board will consider
shareholder recommendations for Board positions that are made in writing to our
Chief Executive Officer.
Report of the Audit Committee
In overseeing the preparation of Navtech's financial statements, the Audit
Committee met with both management and Deloitte & Touche LLP, Navtech's outside
auditors, to review and discuss all financial statements prior to their issuance
and to discuss significant accounting issues. Management advised the Committee
that all financial statements were prepared in accordance with generally
accepted accounting principles, and the Committee discussed the statements with
both management and the outside auditors. The Committee's review included
discussion with the outside auditors of matters required to be discussed
pursuant to Statement of Auditing Standards No. 61 (Communication With Audit
Committees).
The Committee also discussed with Deloitte & Touche LLP matters relating to its
independence, including the written disclosures and the letter delivered to the
Committee as required by the Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees).
On the basis of these reviews and discussions, the Committee recommended to the
Board of Directors that the audited financial statements be included in
Navtech's Annual Report on Form 10-KSB for the fiscal year ended October 31,
2001, for filing with the Securities and Exchange Commission.
Members of the Audit Committee
Thomas D. Beynon
Michael Jakobowski
Meetings
The Board held thirteen meetings during the fiscal year ended October 31,
2001. Each of our current directors attended all meetings held during their term
of office.
The Audit Committee held four meetings during the fiscal year ended October
31, 2001. Both committee members attended the four meetings.
Family Relationships
There is no family relationship among any of our executive officers and
directors.
Term of Office
Each director will hold office until the next annual meeting of
shareholders or until his successor is elected and qualified. Each executive
officer will hold office until the next regular meeting of the Board of
Directors following the next Annual Meeting of Shareholders or until his
successor is elected or appointed and qualified.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on a review of copies of Forms 3, 4 and 5 furnished to us and
written representations that no other reports were required, during the fiscal
year ended October 31, 2001, all Section 16(a) filing requirements applicable to
the officers, directors and 10% stockholders were complied with, except that Mr.
Beynon filed his Form 5 late (which form reported one transaction), and Messrs.
Prashant Gupta, Martin Hamrogue, James McGinty, and Denis Metherell, former
directors, filed their respective Form 5 late (each reporting one transaction).
Also, Jason Kleinbub, one of our executive officers, filed his Form 3 late,
EasyFlying S.A., formerly a 10% stockholder, did not file a Form 4 with respect
to certain sale transactions, and Alain Mallart and his affiliated entities,
Finextern S.A., and Net Mutation S.A., a 10% stockholder, filed a Form 3 late.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, our independent auditors, has served as such since
the fiscal year ended October 31, 2000.
On April 25, 2000, we dismissed Grant Thornton LLP as our independent
certified public accountants. This decision was made by our Board of Directors.
The reports of Grant Thornton LLP on our financial statements as of October
31, 1998 and 1999 and for the years then ended neither contain an adverse
opinion or a disclaimer of opinion nor are they modified as to uncertainty,
audit scope or accounting principles, except that the opinions included an
explanatory paragraph that there were conditions that raised substantial doubt
about our ability to continue as a going concern.
During the fiscal years ended October 31, 1998 and 1999 and the period from
November 1, 1999 to April 25, 2000, there were no disagreements with Grant
Thornton LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of such firm, would have caused it to make reference to the
subject matter of the disagreement in connection with its report.
Effective April 27, 2000, we engaged Deloitte & Touche LLP as our
independent certified public accountants for the fiscal year ended October 31,
2000. Our Board of Directors approved the engagement of Deloitte & Touche LLP.
It is not expected that a representative from Deloitte & Touche LLP will
attend the meeting.
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP for professional
services rendered for the audit of our annual financial statements for the 2001
fiscal year and the review of the financial statements included in our Forms
10-QSB for that fiscal year were $24,300.
Financial Information Systems Design and Implementation Fees
During fiscal 2001, Deloitte & Touche LLP did not render to us any of the
professional services with regard to financial information systems design and
implementation described in paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X.
All Other Fees
The aggregate fees billed for services rendered by Deloitte & Touche LLP
for fiscal 2001, other than the services described above under "Audit Fees",
were $52,600.
The Audit Committee considered whether the provision of the services
covered in "All Other Fees" is compatible with maintaining Deloitte & Touche
LLP's independence.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the our next Annual
Meeting of Shareholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Securities Exchange
Act of 1934, must be received by our Secretary at the offices of our subsidiary,
Navtech Systems Support Inc., 175 Columbia Street West, Suite 102, Waterloo,
Ontario, Canada, N2L 5Z5 by November 6, 2002 for inclusion in our Proxy
Statement and form of proxy relating to such meeting.
The following requirements with respect to shareholder proposals and
shareholder nominees to the Board of Directors are included in our By-Laws.
1. Shareholder Proposals. For a proposal to be properly brought before an
annual meeting by one of our shareholders, the shareholder must have given
timely notice to our Secretary. To be timely, such proposal must be received by
the Secretary at the principal executive offices on a date which is not less
than 60 days nor more than 90 days prior to the date which is one year from the
date of the mailing of the Proxy Statement for the prior year's annual meeting
of shareholders. If during the prior year we did not hold an annual meeting, or
if the date of the meeting for which a shareholder intends to submit a proposal
has changed more than 30 days from the date of the meeting in the prior year,
then such notice must be received a reasonable time before we mail the Proxy
Statement for the current year. A shareholder's notice must set forth as to each
matter the shareholder proposes to bring before the annual meeting certain
information regarding the proposal, including (a) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at such meeting; (b) the name and address of such shareholder
proposing such business; (c) the class and number of our shares which are
beneficially owned by such shareholder; and (d) any material interest of such
shareholder in such business. No business proposed by a shareholder shall be
conducted at an annual meeting except in accordance with these procedures. These
requirements are separate from and in addition to the requirements a shareholder
must meet to have a proposal included in our Proxy Statement.
2. Shareholder Nominees. In order for persons nominated to the Board of
Directors, other than those persons nominated by or at the direction of the
Board of Directors, to be qualified to serve on the Board of Directors, such
nomination must be made pursuant to timely notice in writing to our Secretary.
To be timely, a shareholder's notice must be received at our principal executive
offices not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that, in the event that less than 70 days' notice of the date
of the meeting is given to shareholders and public disclosure of the meeting
date, pursuant to a press release, is either not made or is made less than 70
days prior to the meeting date, then notice by the shareholder to be timely must
be so received not later than the close of business on the tenth day following
the earlier of (a) the day on which such notice of the date of the meeting was
mailed to shareholders or (b) the day on which such public disclosure was made.
The shareholder filing the notice of nomination must describe various matters,
including such information as (a) the name, age, business and residence
addresses, occupation or employment and shares held by the nominee; (b) any
other information relating to such nominee required to be disclosed in a Proxy
Statement; and (c) the name, address and shares held by the shareholder.
Any notice given pursuant to the foregoing requirements must be sent to our
Secretary at c/o Navtech Systems Support Inc., 175 Columbia Street West, Suite
102, Waterloo, Ontario, Canada, N2L 5Z5. The foregoing is only a summary of the
provisions of our By-Laws that relate to shareholder proposals and shareholder
nominations for director.
OTHER BUSINESS
While the accompanying Notice of Annual Meeting of Shareholders provides for the
transaction of such other business as may properly come before the meeting, we
have no knowledge of any matters to be presented at the meeting other than those
listed as Proposal 1 in the notice. However, the enclosed proxy gives
discretionary authority in the event that any other matters should be presented.
FORM 10-KSB
This Proxy Statement is accompanied by a copy of our Annual Report on Form
10-KSB for the fiscal year ended October 31, 2001 (excluding exhibits). We will
furnish a copy of any exhibits upon request. We may charge a fee equal to our
reasonable expenses in furnishing the exhibits.
David Strucke
Secretary
Waterloo, Ontario
March 7, 2002
NAVTECH, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints David Strucke and Michael Jakobowski as
proxies, each with the power to appoint his substitute, and hereby authorizes
them, and each of them, to represent and vote, as designated below, all the
Common Shares of Navtech, Inc. (the "Company") held of record by the undersigned
at the close of business on February 28, 2002 at the Annual Meeting of
Shareholders to be held on April 2, 2002 or any adjournment thereof.
1. Election of Directors:
__ FOR all nominees listed below __ WITHHOLD AUTHORITY to vote (except
as marked to the contrary for all
nominees listed below)
(Instruction: To withhold authority to vote for any individual nominee, strike
such nominee's name from the list below.)
Thomas D. Beynon Michael Jakobowski David Strucke Michael Ueltzen
In their discretion, the proxies are 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 by
the undersigned shareholder. If no direction is made, this proxy will be voted
FOR the election of the named nominees as directors.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as name appears below. When shares are
held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please
sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated:_______________, _____
_______________________________________
Signature
_______________________________________
Signature if held jointly