SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for use of the Commission only as permitted by Rule 14a-6
(e)(2)
NAVTECH, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
not applicable
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2) Aggregate number of securities to which transaction applies:
not applicable
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on
which the filing fee is calculated and state how it was
determined)
not applicable
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4) Proposed maximum aggregate value of transaction:
not applicable
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5) Total fee paid:
not applicable
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement no.:
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3) Filing Party:
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4) Date Filed:
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NAVTECH, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 5, 2004
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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 Executive Boardroom at the offices
of our subsidiary, Navtech Systems Support Inc., located at 175 Columbia Street
West, Suite 102, Waterloo, Ontario, Canada N2L 5Z5 on Monday, April 5, 2004 at
2:00 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 27, 2004 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
David Strucke
Secretary
March 8, 2004
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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.
================================================================================
NAVTECH, INC.
PROXY STATEMENT
This Proxy Statement is being mailed to you on or about March 8, 2004. All of
our shareholders of record at the close of business on February 27, 2004 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 Monday, April 5, 2004, in the Executive Boardroom 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 at 2:00
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 27, 2004 was 4,234,488. 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 27, 2004, or 2,117,245 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
27, 2004 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., 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, telegram, or e-mail
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.
1
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation for the
last three fiscal years of all of our executive officers as of October 31, 2003
who had a total salary and bonus for such year in excess of $100,000.
======================================= ================================================= ===================
Long-Term
Compensation
-------------------
Annual Compensation Awards
- ---------------------------- ---------- ---------------- ------------- ------------------ -------------------
Common
Stock
Other Annual Underlying
Name and Principal Position Year Salary Bonus Compensation Options
- ---------------------------- ---------- ---------------- ------------- ------------------ -------------------
David Strucke, Chief 2003 $ 118,675 $ 23,734 -0- -0-
Executive Officer 2002 $ 94,319 $ 19,062 -0- 100,000
2001 $ 87,086 -0- -0- -0-
- ---------------------------- ---------- ---------------- ------------- ------------------ -------------------
Derek Dawson, Vice 2003 $ 112,122 -0- -0- -0-
President - Sales and 2002 $ 104,234 -0- -0- -0-
Business Development 2001 $ 98,715 -0- -0- -0-
============================ ========== ================ ============= ================== ===================
Option Tables
OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 2003
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Shares of
Common Stock Percent of Total Options
Underlying Options Granted Granted to Employees in Exercise
Name Fiscal Year Price/Share Expiration Date
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David Strucke -0- - - -
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Derek Dawson -0- - - -
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AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED OCTOBER 31, 2003
AND FISCAL YEAR-END OPTION VALUES
================================== ================================= ==================================
Number of Unexercised Value of Unexercised
Options at In-the-Money Options
October 31, 2003 at October 31, 2003
- ---------------------------------- --------------------------------- ----------------------------------
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------------------- --------------------------------- ----------------------------------
David Strucke 150,000/-0- $30,938/-0-
- ---------------------------------- --------------------------------- ----------------------------------
Derek Dawson 50,000/-0- $5,938/-0-
================================== ================================= ==================================
No options were exercised by either Messrs. Strucke or Dawson during the fiscal
year ended October 31, 2003.
Long-Term Incentive Plan Awards
No awards were made to Messrs. Strucke or Dawson during the fiscal year ended
October 31, 2003 under any long-term incentive plan.
2
Compensation of Directors
Our directors, with the exception of salaried officers, are entitled to receive
an annual retainer of $7,200 (payable quarterly in advance) and $600 per Board
and/or committee meeting attended. The Chairman of the Board is entitled to
receive an annual retainer of $8,640 (payable quarterly in advance), and the
Chairman of a committee is entitled to receive $900 per committee meeting
chaired. In addition, our 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
None.
3
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 February 27,
2004 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
========================================= ============================== =========================
Name and Address of Beneficial Owner Number of Shares Approximate Percentage
Beneficially Owned of Outstanding Shares
- ----------------------------------------- ------------------------------ -------------------------
Robert N. Snyder 940,000 (1) 21.7%
7200 Wisconsin Avenue, Suite 601
Bethesda, Maryland
- ----------------------------------------- ------------------------------ -------------------------
Alain Mallart 658,700 (2) 15.6%
38 avenue des Klauwaerts
1050 Brussels, Belgium
- ----------------------------------------- ------------------------------ -------------------------
Dorothy A. English 465,000 (3) 10.3%
175 Columbia Street West
Waterloo, Ontario, Canada
- ----------------------------------------- ------------------------------ -------------------------
John Bethanis 366,443 (4) 8.7%
11420 S W 109th Road
Miami Florida
- ----------------------------------------- ------------------------------ -------------------------
Michael Ueltzen 325,000 (5) 7.6%
5801 Lee Highway
Arlington, Virginia
- ----------------------------------------- ------------------------------ -------------------------
David Strucke 190,000 (6) 4.3%
175 Columbia St. W. Suite 102
Waterloo, Ontario, Canada
- ----------------------------------------- ------------------------------ -------------------------
Derek Dawson 50,000 (7) 1.2%
175 Columbia St. W., Suite 102
Waterloo, Ontario, Canada
- ----------------------------------------- ------------------------------ -------------------------
Thomas D. Beynon 45,000 (8) 1.1%
675 Riverbend Drive
Kitchener, Ontario, Canada
- ----------------------------------------- ------------------------------ -------------------------
Michael Jakobowski 35,000 (9) 0.8%
7200 Wisconsin Avenue, Suite 601
Bethesda, Maryland
- ----------------------------------------- ------------------------------ -------------------------
All executive officers and directors as 676,250 (5)(6)(7)(8)(9)(10) 14.8%
a group (8 persons)
========================================= ============================== =========================
4
(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 the 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 upon exercise of
options that are currently exercisable.
(4) Based upon Schedule 13D filed with the Securities and Exchange Commission.
(5) Based upon Schedule 13D filed with the Securities and Exchange Commission.
Represents (i) 300,000 shares owned by Republic Electronics Corporation of
which Mr. Ueltzen is the majority shareholder, President and Chief
Executive Officer, and (ii) 25,000 shares that are issuable upon exercise
of options that are currently exercisable.
(6) Includes 150,000 shares that are issuable upon exercise of options that are
currently exercisable.
(7) Represents shares that are issuable upon exercise of options that are
currently exercisable.
(8) Represents shares that are issuable upon exercise of options that are
currently exercisable.
(9) Includes 25,000 shares that are issuable upon exercise of options that are
currently exercisable.
(10) Includes 31,250 shares that are issuable upon exercise of options that are
currently exercisable, or are exercisable within 60 days.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth information as of October 31, 2003 with respect
to compensation plans (including individual compensation arrangements) under
which our common stock is authorized for issuance, aggregated as follows:
o All compensation plans previously approved by security holders; and
o All compensation plans not previously approved by security holders.
EQUITY COMPENSATION PLAN INFORMATION
- ---------------------------------------- ------------------------ -------------------- -------------------------------
Number of securities Weighted average Number of securities
to be issued upon exercise price of remaining available for
exercise of outstanding future issuance under equity
outstanding options, options, warrants compensation plans (excluding
warrants and rights and rights securities reflected in
(a) (b) column (a))
(c)
- ---------------------------------------- ------------------------ -------------------- -------------------------------
Equity compensation plans approved by 1,023,515 $.55 1,898,985
security holders
- ---------------------------------------- ------------------------ -------------------- -------------------------------
Equity compensation plans not approved -0- -0- -0-
by security holders
- ---------------------------------------- ------------------------ -------------------- -------------------------------
Total 1,023,515 $.55 1,898,985
- ---------------------------------------- ------------------------ -------------------- -------------------------------
5
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Alain Mallart/Easy Flying S.A.
Alain Mallart is one of our principal stockholders and, to our knowledge, was as
of October 31, 2002 a principal stockholder of Easy Flying S.A., a company
incorporated in France.
In the fourth quarter of fiscal 2002, we foreclosed on 100,000 Navtech shares
that had served as security for payment of a note payable. On the date of
transfer, these shares had a fair market value of $30,000, equal to the net book
value of the receivable. Therefore, this transaction had no impact on the
statement of operations in fiscal 2002.
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 GWDI until his resignation effective January 1,
2002.
At the beginning of fiscal 2002, a balance of $212,284 was receivable from GWDI
of which $111,113 had been provided for in fiscal 2001. During fiscal 2002, the
Company's ability to collect this receivable had become doubtful and the
provision was increased by $101,171 to reduce the net receivable to nil.
We received $160,000 from GWDI in March 2003. The collection of the remaining
$52,000 due to us remains uncertain and is fully provided for. We are continuing
to pursue collection of this amount.
6
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 27, 2004, and
the year in which he became a director. Proxies not marked to the contrary will
be voted in favor of their election.
==============================================================================================================
Positions and Offices Year Became
Name Age Presently Held with Navtech Director
==============================================================================================================
David Strucke 35 President, Chief Executive Officer, Secretary, 2001
and Director
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Thomas D. Beynon 62 Director 2000
==============================================================================================================
Michael Jakobowski 43 Director 2001
==============================================================================================================
Michael Ueltzen 58 Director 2001
==============================================================================================================
David Strucke has served as our President, Chief Executive Officer, Secretary
and a director since November 2001. Mr. Strucke also served as our Chief
Financial Officer from January 2000 to November 2003. 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 and performed financial and accounting consulting work
for manufacturing companies from 1996 to 1998. Mr. Strucke obtained a Masters of
Business Administration from Wilfrid Laurier University and is a graduate of the
University of Waterloo with a Bachelor's degree in Science in Engineering. Mr.
Strucke has lectured on Introductory Finance for the undergraduate business
program at Wilfrid Laurier University.
Thomas D. Beynon is a partner in the Waterloo, Ontario 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 the law firm, Sims Clement Eastman, from 1991 to 1996. Mr.
Beynon serves as Corporate Secretary of Virtek Vision International Inc., a
public company, and is a director of a number of private companies. Mr. Beynon
has served as one of our directors 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.
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.
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, with Mr. Jakobowski serving as Chairman. The directors who serve on
the Audit
7
Committee are "independent" directors based on the definition of independence in
the listing standards of the National Association of Securities Dealers. The
Board of Directors has adopted a written charter for the Audit Committee.
The Nominating Committee of the Board makes recommendations to the Board on
qualifications and selection criteria for Board members, reviews the
qualifications of potential candidates for the Board and makes recommendations
to the Board on nominees to be elected at the Annual Meeting of Shareholders.
The members of the Nominating Committee currently are Messrs. Jakobowski and
Ueltzen. The directors who serve on the Nominating Committee are "independent"
directors based on the definition in the listing standards of the National
Association of Securities Dealers. The Nominating Committee has a written
charter, a copy of which is attached to this Proxy Statement as Appendix A. The
charter is not currently available on our website. The Nominating Committee will
consider qualified director candidates recommended by shareholders if such
recommendations for director are submitted in writing to our Secretary at c/o
Navtech Systems Support Inc., 175 Columbia Street West, Suite 102, Waterloo,
Ontario, Canada N2L-5Z5. At this time, no additional specific procedures to
propose a candidate for consideration by the Nominating Committee, nor any
minimum criteria for consideration of a proposed candidate for nomination to the
Board, have been adopted.
There are no other committees of the Board of Directors, all other functions
being performed by the Board as a whole.
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
independent 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 independent auditors. The Committee's
review included discussion with the outside auditors of matters required to be
disclosed pursuant to Statement of Auditing Standards (SAS) No. 61
(Communication With Audit Committees), as amended by SAS No. 89 (Audit
Adjustments) and SAS No. 90 (Audit Committee Communications)
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,
2003, for filing with the Securities and Exchange Commission.
Members of the Audit Committee
Michael Jakobowski - Chairman
Thomas D. Beynon
Meetings
The Board held nine meetings during the fiscal year ended October 31, 2003. Each
of our directors attended all meetings held during the fiscal year.
The Audit Committee held four meetings during the fiscal year ended October 31,
2003. Both committee members attended the four meetings.
The Nominating Committee was not in existence during the fiscal year ended
October 31, 2003.
Communications with the Board of Directors
Any security holder who wishes to communicate with the Board of Directors or a
particular director should send the correspondence to the Board of Directors,
Navtech, Inc. or the particular director, as the case may be, c/o Navtech
Systems Support Inc., 175 Columbia Street West, Suite 102, Waterloo, Ontario,
Canada N2L-5Z5, Attn: Secretary. Any such communication so addressed will be
forwarded by the Secretary to the members or particular member of the Board.
8
We do not have a formal policy regarding director attendance at our Annual
Meeting of Shareholders. However, all directors are encouraged to attend. One of
the Board members was in attendance at last year's Annual Meeting of
Shareholders.
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.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on a review of copies of Forms 3 and 4 furnished to us and written
representations that no other reports were required, during the fiscal year
ended October 31, 2003, all Section 16(a) filing requirements applicable to the
officers, directors and 10% stockholders were complied with.
9
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, our independent auditors, has served as such since the
fiscal year ended October 31, 2000.
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 2003 fiscal
year and the review of the financial statements included in our Forms 10-QSB for
that fiscal year were approximately $30,705.
Financial Information Systems Design and Implementation Fees
During fiscal 2003, 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 2003, other than the services described above under "Audit Fees", were
$43,953.
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 8, 2004 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
10
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, 2003 (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 8, 2004
11
Exhibit A
NAVTECH, INC.
NOMINATING COMMITTEE CHARTER
Composition
The Nominating Committee of Navtech, Inc. (the "Committee") shall be comprised
of one or more directors as determined by the Board of Directors. One of the
members of the Committee shall be elected Chairman by the Board of Directors or
by the Committee members. Members of the Committee shall be elected each year at
the first meeting of the Board of Directors following the Annual Meeting of
Shareholders. The Board may appoint members to fill any vacancies that arise
during the year. The members of the Committee shall meet the definition of
"independence" in the listing standards of the National Association of
Securities Dealers.
Authority
The Committee is granted the authority to perform the duties enumerated in this
Charter.
Responsibility
The Board delegates to the Committee responsibility to recommend to the Board
changes in Board composition as more particularly provided for below.
Specific Duties
The Committee shall be responsible for the following:
o make recommendations to the Board with respect to the size and composition
of the Board;
o make recommendations to the Board on the minimum qualifications and
standards for director nominees and the selection criteria for the Board
members, and review the qualifications of potential candidates for the
Board;
o make recommendations to the Board on nominees to be elected at the Annual
Meeting of Shareholders; and
o seek and identify a qualified director nominee, in the event that a
director vacancy occurs, to be recommended to the Board for either
appointment by the Board to serve the remainder of the term of a director
position that is vacant or election at the Annual Meeting of the
Shareholders.
Meetings
The Committee shall meet at such times as the Chairman of the Committee shall
designate. A majority of the members of the Committee shall constitute a quorum
for the transaction of business. As necessary or desirable, the Chairman of the
Committee may request that certain members of management be present at meetings
of the Committee.
Reports And Minutes
The Committee shall report to the Board as to actions of the Committee at the
next regularly scheduled meeting of the Board (or as required by the nature of
its duties or its activities) and shall make recommendations to the Board as the
Committee decides are appropriate. The Committee shall keep minutes for each
meeting. The Committee Chairman shall review and approve the Committee minutes,
and they shall be filed with the Corporate Secretary for retention with the
records of the Company.
12
NAVTECH, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints David Strucke and Thomas D. Beynon 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 27, 2004 at the Annual Meeting of
Shareholders to be held on April 5, 2004 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:
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Signature
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Signature if held jointly