SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
USA Video Interactive Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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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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USA VIDEO INTERACTIVE CORP.
NOTICE OF THE ANNUAL MEETING
OF THE SHAREHOLDERS
Friday, June 23, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of USA Video
Interactive Corp. will be held at the Rhode Island Convention Center, Meeting
Room #553 A, 1 Sabin Street, Providence, Rhode Island on Friday, June 23, 2000,
at the hour of 11:00 in the morning (local time) for the following purposes:
1. To receive the consolidated financial statements of the Corporation for the
fiscal year ended December 31, 1999 and the report of the auditor thereon;
2. To elect the directors for the ensuing year;
3. To appoint the auditor for the year ending December 31, 2000 and to
authorize the directors to fix the auditor's remuneration; and
4. To transact such other business as may properly come before the meeting, or
any adjournment thereof.
Shareholders who are unable to attend the meeting in person are requested to
complete and forward the accompanying instrument of Proxy duly signed and dated
in accordance with the instructions contained in the accompanying Information
Circular to ensure representation.
DATED at Vancouver, British Columbia this 10th day of May 2000.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Anton J. Drescher
---------------------
ANTON J. DRESCHER
Secretary
USA VIDEO INTERACTIVE CORP.
INFORMATION CIRCULAR
--------------------
For the Annual Meeting of the Shareholders
To Be Held on June 23, 2000
SOLICITATION OF PROXIES
This Information Circular is furnished in connection with solicitation of
proxies by the management of USA Video Interactive Corp. (the "Corporation" and
"USA Video") to be used at the Annual Meeting of the shareholders of the
Corporation (the "Meeting"), to be held at the Rhode Island Convention Center,
Meeting Room #553 A, 1 Sabin Street, Providence, Rhode Island on Friday, June
23, 2000, at the hour of 11:00 in the morning (local time) and any adjournment
thereof, and for the purposes set forth in the accompanying Notice of Annual
Meeting. It is expected that the solicitation will be primarily by mail.
Directors, officers and regular employees of the Corporation may solicit proxies
without special compensation by telephone, telegram or in person. Costs of
solicitation will be paid by the Corporation. All dollar amounts referred to in
this Information Circular are in United States currency.
1. APPOINTMENT AND REVOCATION OF PROXY BY REGISTERED SHAREHOLDERS
--------------------------------------------------------------
The persons named in the enclosed form of proxy are directors and officers
of the Corporation and you are requested to strike out the names of the
persons whom you do not wish to act on your behalf. A shareholder has the
right to appoint any person to attend and act for him or her at the
Meeting. A Shareholder desiring to appoint a person to represent him at the
Meeting may do so either by inserting such person's name in the blank space
provided and striking out the printed names in the form of proxy or by
completing another from of proxy. In either case, the proxy must be
deposited at the offices of the Corporation's Transfer Agent, CIBC Mellon
Trust Company, Suite 600, 333- 7th Avenue S.W., Calgary, Alberta, Canada
T2P 2Z3, at least forty-eight (48) hours prior to the hour of the Meeting
or any adjournment(s) thereof.
The proxies are revocable. Subject to compliance with the requirements of
the following paragraph, the giving of a proxy will not affect the right of
a shareholder to attend and vote in person at the Meeting. A shareholder
who has given a proxy may revoke it either by depositing an instrument in
writing executed by him or by his attorney authorized in writing or, if the
shareholder is a corporation, under its corporate seal or by an officer or
attorney thereof duly authorized, at the offices of the Corporation's
Transfer Agent, CIBC Mellon Trust Company, Suite 600, 333- 7th Avenue S.W.,
Calgary, Alberta, Canada T2P 2Z3, at any time up to and including 48 hours
preceding the hour of the Meeting, or any adjournment(s) thereof, or with
the Chairman of the Meeting on the day of the Meeting or any adjournment
thereof, prior to the commencement of the Meeting. There will be no voting
by telephone.
A proxyholder need not be a shareholder of the Corporation. The proxyholder
will have authority to attend and act at the meeting in the manner and to
the extent authorized by the proxy and with the authority conferred by the
proxy.
The proxy shall be executed by the shareholder or by his attorney
authorized in writing. A proxy is valid only at the meeting in respect of
which it is given or any adjournment of that meeting.
2. APPOINTMENT AND REVOCATION OF PROXY BY NON-REGISTERED SHAREHOLDERS
------------------------------------------------------------------
All non-registered holders of common shares of the Corporation who receive
this information circular and notice of meeting through a broker or other
intermediary should complete and return the form of proxy entitling such
beneficial owners of the common shares to vote in accordance with the
instructions provided by the broker or other intermediary to the proxy
tabulation service which will provide the information to the Corporation's
transfer agent, CIBC Trust Company.
-3-
3. VOTING PROCEDURE AND EXERCISE OF DISCRETION BY PROXY
----------------------------------------------------
There are two proposals to be voted on, namely the election of the
directors and the appointment of the auditors. Under the Corporation's
bylaws in order to pass, both proposals require a majority of the votes
cast on the question. Abstentions, but not brokers' non-votes, count as
votes cast. Votes will be tabulated, on the basis of one vote per share, by
the Scrutineer who will be appointed by the Chairman at the Meeting. The
proxies will be tabulated by the Corporation's transfer agent, CIBC Mellon
Trust Company, on the day before the Meeting. At the Meeting, all valid
proxies tabulated by the Corporation's transfer agent and the votes of all
registered shareholders appearing in person will be counted by the
Scrutineer.
The persons named in the accompanying form of proxy will vote the shares in
respect of which they are appointed in accordance with the direction of the
shareholders appointing them. In the absence of such direction, such shares
will be voted in favor of the matters set out herein.
The accompanying form of proxy confers discretionary authority on the
persons named therein with respect to amendments or variations to matters
identified in the Notice of Meeting and with respect to other matters which
may properly come before the Meeting. At the date hereof, the management of
the Corporation knows of no such amendments, variations or other matters to
come before the Meeting other than the matters referred to in this
Information Circular and the Notice of Meeting. If any such amendment,
variation or other matter properly comes before the Meeting, the instrument
of proxy will be voted on such matters in accordance with the best judgment
of the person voting the proxy.
4. VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
-------------------------------------------
Of the Corporation's 250,000,000 authorized common shares, 73,466,089 are
issued and outstanding at the date hereof. The Corporation has fixed April
24, 2000 as the record date (the "Record Date") for the Meeting.
The holders of the Corporation's common shares as of the Record Date are
entitled to receive notice of and to attend and be heard at the Meeting.
Registered holders of common shares as shown on the shareholders list
prepared as of the Record Date will be entitled to vote such shares at the
Meeting on the basis of one vote for each common share held, except to the
extent that the person has transferred the ownership of any of his shares
after the Record Date, and the transferee of those shares produces properly
endorsed share certificates, or otherwise establishes that he or she owns
the shares, and demands, not later than 10 days before the Meeting, or any
shorter period before the Meeting that the by-laws of the Corporation may
provide, that his or her name be included in the list before the Meeting,
in which case the transferee is entitled to vote his or her shares at the
Meeting. The list of shareholders will be available after the Record Date
during the usual business hours at the Calgary office of the Corporation's
transfer agent, CIBC Mellon Trust Company, Suite 600, 333 - 7th Avenue
S.W., Calgary, Alberta , Canada T2P 2Z3, and at the Meeting.
To the knowledge of the directors and executive officers of the
Corporation, no person or company beneficially owned, directly or
indirectly, or exercised control or discretion over, shares carrying more
than 10% of the voting rights attached to the Corporation as at the date
hereof.
The following table sets forth as of January 31, 2000, the outstanding
common shares of USA Video owned of record or beneficially by each
Executive Officer and Director and by each person who owned of record, or
was known by USA Video to own beneficially, more than 5% of USA Video
common shares, and the shareholdings of all Executive Officers and
Directors as a group.
-4-
PERCENTAGE OF
NAME SHARES OWNED SHARES OWNED
- --------------------------------------------------------------------------------
Edwin Molina (1) 5,117,924 6.61%
President, Chief Executive
Officer and member of the
Board of Directors
- --------------------------------------------------------------------------------
Anton J. Drescher (2) 5,387,885 7.08%
Chief Financial Officer,
Secretary and member of the
Board of Directors
- --------------------------------------------------------------------------------
Ronald L. Patton (3) 852,000 1.14%
Chief Technical Officer
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Anthony J. Castagno (4) 1,792,700 2.38%
Executive Vice President
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Gerhard J. Drescher (5) 267,598 0.36%
Director
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Norman Bonin (6) 62,000 0.08%
Director
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ALL EXECUTIVE OFFICERS
& DIRECTORS AS A
GROUP (7 Persons) (7) 15,848,707 20.93%
- --------------------------------------------------------------------------------
Except as noted below, all shares are held of record and each record shareholder
has sole voting and investment power.
1) Includes 1,200,000 options and 1,735,000 warrants that are currently
exercisable. Mr. Molina's address is the same as USA Video executive
offices in Mystic, Connecticut.
2) Includes 1,000,000 options and 550,000 warrants that are currently
exercisable. Mr. Drescher's address is the same as USA Video corporate
office in Vancouver, British Columbia.
3) Includes 300,000 options and 80,000 warrants. Mr. Patton's address is the
same as USA Video's executive offices in Mystic, Connecticut.
4) Includes 300,000 options and 470,000 warrants. Mr. Castagno's address is
the same as USA Video's executive offices in Mystic, Connecticut.
5) Includes 50,000 options that are currently exercisable. Mr. Drescher's
address is the same as USA Video's corporate office in Vancouver, British
Columbia.
6) Includes 50,000 options that are currently exercisable. Mr. Bonin's address
is the same as USA Video corporate office in Vancouver, British Columbia.
7) Includes 2,450,000 options and 3,275,000 warrants that are currently
exercisable.
There are no arrangements known to the Corporation, the operation of which may
result in a change of control of the Corporation.
-5-
5. MANAGEMENT COMPENSATION
A. CASH
----
All dollar amounts referred to in this Information Circular are in United
States currency. During 1999, the Corporation had the following executive
officers, namely: Edwin Molina, President and Chief Executive Officer;
Anton J. Drescher, Secretary/Treasurer and Chief Financial Officer; Ronald
L. Patton, Chief Technical Officer; Anthony J. Castagno, Chief Operating
Officer; and Daniel J. Sciro, Vice-President of Sales. During the fiscal
years ended December 31, 1997, 1998 and 1999, the following cash
compensation, including salaries, consulting fees, commissions,
professional fees and bonuses, was paid to the Corporation's executive
officers:
- --------------------------------------------------------------------------------
OFFICER YEAR CASH COMPENSATION (1)
- --------------------------------------------------------------------------------
Edwin Molina 1999 $120,000
1998 $ 60,500
1997 Nil
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Anton J. Drescher (2) 1999 $120,000
1998 $ 77,270
1997 $ 65,517
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Ronald L. Patton 1999 $120,000
1998 N/A
1997 N/A
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Anthony J. Castagno 1999 $120,000
1998 N/A
1997 N/A
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Daniel J. Sciro 1999 $ 45,000
1998 $ 60,000
1997 N/A
- --------------------------------------------------------------------------------
(1) The total executive compensation paid in cash was $600,000 in 1999,
$306,814 in 1998 and $224,086 in 1997.
(2) In addition, Mr. Drescher received interest of $12,965 (1999); $24,379
(1998); and $29,582 (1997) on loans he made to the Company.
B. STOCK OPTIONS
-------------
A share option plan for directors, officers, key employees and consultants
of the Corporation was approved by the shareholders of the Corporation on
April 27, 1990. Under the plan, the board of directors may reserve for
issuance up to 10% of the issued and outstanding common shares of the
Corporation on a non-diluted basis. No individual may be granted an option
exceeding 5% of the issued and outstanding common shares of the
Corporation. The option price per common share must be acceptable to any
stock exchange on which the Corporation's shares are listed. The maximum
length of any option shall be 5 years from the date the option is granted.
As well, the options expire 90 days after the optionee ceases to act for
the Corporation except in the event of the death of an optionee, in which
case the optionee's estate shall have 12 months in which to exercise the
outstanding options. In the event of any consolidation, division or other
relevant change in the capital of the corporation, the number of common
shares available under the share option plan and the number of shares
subject to the option and the option price shall be adjusted accordingly.
-6-
During 1999, a total of 4,250,000 stock options were granted to employees
of the Corporation. The following table sets out the stock options granted
to the officers and directors of the Corporation during the year ended
December 31, 1999:
- -------------------------------------------------------------------------------------------------------------
No. of Common
Shares under Exercise
Name Date of Grant option Price Expiry Date
- -------------------------------------------------------------------------------------------------------------
Edwin Molina July 16, 1999 1,200,000 $ 1.00 July 16, 2001
- -------------------------------------------------------------------------------------------------------------
Anton J. Drescher July 16, 1999 1,000,000 $ 1.00 July 16, 2001
- -------------------------------------------------------------------------------------------------------------
Gerhard J. Drescher July 16, 1999 50,000 $ 1.00 July 16, 2001
- -------------------------------------------------------------------------------------------------------------
Norman J. Bonin July 16, 1999 50,000 $ 1.00 July 16, 2001
- -------------------------------------------------------------------------------------------------------------
Ronald L. Patton January 13, 1999 500,000 $0.067 January 31, 2001
- -------------------------------------------------------------------------------------------------------------
Anthony J. Castagno January 12, 1999 250,000 $0.067 January 12, 2001
- -------------------------------------------------------------------------------------------------------------
Daniel J. Sciro November 25, 1999 150,000 $ 1.00 November 25, 2001
- -------------------------------------------------------------------------------------------------------------
The following tables sets out details of options exercised during 1999 by
the Corporation's officers and directors, the value received and the number
of options remaining unexercised as of the December 31, 1999 year end:
- ---------------------------------------------------------------------------------------------------------------------
No. of Common Shares
Number of Value Remaining Under Option Expiry Date of
Name Options Exercised Realized (as at December 31, 1999) Unexercised Options
- ---------------------------------------------------------------------------------------------------------------------
Edwin Molina 800,000 $200,665 1,200,000 July 16, 2001
- ---------------------------------------------------------------------------------------------------------------------
Anton J. Drescher 1,000,000 $146,060 1,000,000 July 16, 2001
- ---------------------------------------------------------------------------------------------------------------------
Gerhard J. Drescher 50,000 $ 25,125 50,000 July 16, 2001
- ---------------------------------------------------------------------------------------------------------------------
Norman J. Bonin 50,000 $ 25,125 50,000 July 16, 2001
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Ronald L. Patton 100,000 $ 49,580 400,000 January 31, 2001
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Anthony J. Castagno 250,000 $194,300 Nil N/A
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Daniel J. Sciro 1,000,000 $197,878 150,000 November 25, 2001
- ---------------------------------------------------------------------------------------------------------------------
-7-
6. DIRECTORS' COMPENSATION
-----------------------
No remuneration was paid to the directors of the Corporation or its subsidiaries
in their capacity as directors during the fiscal year ending December 31, 1999.
There are no agreements or arrangements with any directors of the Corporation in
respect of cash compensation for services in their capacity as directors.
Particulars of share purchase options granted to the directors during the year
ended December 31, 1999 are set out above in the tables under item 5,
"Management Compensation, Share Options."
7. MANAGEMENT INFORMATION
----------------------
The following table sets forth the name, age and position of each current
director and executive officer of USA Video:
- --------------------------------------------------------------------------------
NAME AGE POSITION PERIOD SERVED
- --------------------------------------------------------------------------------
Edwin Molina 44 Director, Chief Executive since 1998
Officer and President
Anton J. Drescher 43 Director, Chief Financial since 1994
Officer and Secretary
Gerhard J. Drescher 39 Director since 1992
Norman J. Bonin 47 Director since 1998
Anthony J. Castagno 50 Executive Vice President since 1998
Ronald L. Patton 45 Chief Technical Officer since 1999
Daniel L. Sciro 34 Vice-President, Sales since 1998
William Meyer 46 Chief Operating Officer since 2000
Kent Norton 39 Chief Information Officer since 2000
Matthew Kinnaman 40 Vice President of Strategic since 2000
Innovation
- --------------------------------------------------------------------------------
Gerhard Drescher, Anton Drescher, Edwin Molina and Norman Bonin were elected
directors of the Corporation in June 1999. Each director will serve until the
next annual meeting of shareholders and their respective successors are elected
and qualified.
Executive Officers, Directors and Other Significant Employees of the Company:
- -----------------------------------------------------------------------------
Edwin Molina - President, Chief Executive Officer and Director
- --------------------------------------------------------------
Mr. Molina served as a Senior Administrator with USA Video from June 1992 to
June 30, 1998, when he was appointed as President, Principal Executive Officer
and a member of the Board of Directors. Prior to joining USA Video he was a
Senior Administrator with Adnet USA LLC, a private California company involved
in Internet advertising, from May 1996 to June 1998. Mr. Molina was also a
Senior Administrator with Future Link Systems Inc., a Vancouver Stock Exchange
listed company involved in development of compression technology, from January
1988 to June 1992. Mr. Molina works a minimum of 60 hours per week on USA Video
activities. His duties include overseeing all activities of the Company
including providing strategic direction, managing and directing personnel and
budgets, overseeing the activities of other corporate officers and staff, and
directly overseeing all investor-related activities of USA Video.
Anton J. Drescher - Chief Financial Officer, Secretary and Director
- -------------------------------------------------------------------
Mr. Drescher has been Chief Financial Officer of USA Video since December 1994.
His duties include overseeing all financial activities of the company including
direct oversight of budgets, accounts receivable and accounts payable,
interactions with regulatory authorities in the United States and Canada, and
consultation on strategic direction. He has been a Certified Management
Accountant since 1981. He is a director and Secretary/
-8-
Treasurer of Future Link Systems Inc. which has been involved in the development
of compression technology, since 1997; Director and Secretary/Treasurer of
Interlink Systems Inc.(formerly Glassmaster Industries Inc.), a public company
listed on The Canadian Dealing Network which has been involved in industrial
glass laminates, waste disposal and mineral exploration, since 1996; President
of Westpoint Management Consultants Limited, a private British Columbia company
involved in taxation and public markets, since 1979; President of Harbour
Pacific Capital Corp., a private British Columbia company involved in regulatory
filings for businesses in Canada, since 1998; and director and President of
International Tower Hill Mines Limited, a public company listed on the Canadian
Venture Exchange, which is involved in mineral exploration, since 1991. Mr.
Drescher works between 40 and 60 hours per week on USA Video activities. He
spends significantly less time supervising professionals working on the accounts
of his clients at his other businesses. Gerhard Drescher and Anton Drescher are
brothers.
Gerhard J. Drescher - Director
- ------------------------------
Mr. Drescher is a director of USA Video since February 1992. Mr. Drescher is the
President and sole shareholder of Python Technologies Ltd., of Vancouver,
British Columbia, an electronics consulting firm, since 1989. He is a director
of Future Link Systems Inc. since 1994.
Norman J. Bonin - Director
- --------------------------
Mr. Bonin has been a director of USA Video since June 1998. Mr. Bonin is
President and a director of Direct Disposal Corp., a private British Columbia
company engaged in waste management, since 1993. He has been a director of
Future Link Systems Inc. since 1998.
Anthony J. Castagno - Executive Vice President
- -----------------------------------------------
Mr. Castagno joined USA Video in 1999 as a Vice President. In April, 2000, he
moved from Chief Operating Officer to Executive Vice President. Mr. Castagno
provided business development, investment and marketing strategy in his role as
Chief Operating Officer of USA Video. His duties included directing and
overseeing all technology activities of USA Video, including developing and
modifying products and services to support sales and marketing, developing new
products and services to introduce to market and directing a team of technology
professionals. He also serves as President of The Rowe Group, an independent
consulting firm specializing in marketing, investor and media relations. Prior
to starting The Rowe Group in 1997, he headed a three-state public relations and
marketing organization for approximately 17 years for Northeast Utilities, a
large public utility in the northeastern U.S. Mr. Castagno teaches a course on
mass media and communications at the University of Connecticut and has authored
numerous articles and reference materials. Mr. Castagno works between 40 and 60
hours per week on USA Video activities. He spends significantly less time
supervising professionals working on the accounts of his clients at The Rowe
Group.
Ronald L. Patton - Chief Technical Officer
- ------------------------------------------
Mr. Patton joined USA Video in January 1999 as a Vice President. Prior to
joining USA Video, Mr. Patton was a Vice President of Analysis and Technology
from 1998 to 1999. Prior to that he was Senior Vice President of Sonalysts, Inc.
for approximately 20 years. Both companies are involved in high-tech video and
audio services. Mr. Patton works a minimum of 60 hours per week on USA Video
business. His duties include directing and overseeing all technology activities
of USA Video, including developing and modifying products and services to
support sales and marketing; developing new products and services to introduce
to market, and directing a team of technology professionals.
Daniel J. Sciro - Vice-President, Sales
- ---------------------------------------
Mr. Sciro has joined USA Video in June 1998 as Vice President. Mr. Sciro was
President of PC Telecom Corp., Global Telecommunications Systems Corp., and
Digital Numeric Systems Corp. for more than 5 years before joining USA Video.
The three companies were involved in telecommunications. As President, Mr. Sciro
was involved with the development and deployment of global telecommunication
technologies for clients. Mr. Sciro works a minimum of 60 hours per week on USA
Video business. His duties include developing and
-9-
implementing sales and sales strategies, establishing new clients and designing
systems to meet the requirements of clients, negotiating contracts and directing
a team of sales professionals.
William Meyer - Chief Operating Officer
- ---------------------------------------
Mr. Meyer joined USA Video in April 2000 as its Chief Operating Officer. As
Chief Operating Officer, Mr. Meyer will direct and oversee all technology
activities of USA Video, including developing and modifying products and
services to support sales and marketing, developing new products and services to
introduce to market and directing a team of technology professionals. He has
specialized knowledge of motivational techniques, strategic planning, digital
audio/video systems, high capacity data storage, television production
facilities, computer networks, satellite transmission systems and the Internet.
Mr. Meyer has over 20 years of experience in the following areas: operations
management; engineering; and marketing and consulting for television and digital
information systems. He is skilled in planning, budgeting and managing multiple
projects for growth using proven methods and effective communications. He has
held the following positions over the past six years: Director of Network
Operations and Engineering for Paxson Communications Corporation, a company
involved in supporting television networks; Operations Manager of Corporate
Engineering for Paxson Communications Corporation. Mr. Meyer has a BA from
Central Michigan University.
Kent Norton - Chief Information Officer
- ---------------------------------------
Mr. Norton was appointed in May 2000 as the Corporation's Chief Information
Officer. In this position he is responsible for expanding the Corporation's
Internet activities, including providing streaming video and Video on Demand and
designing a secure data network for USA Video's worldwide deployments.
Previously, Mr. Norton was a Director of Technology and Information Systems with
beenz.com, which is creating a universal, incentive-based currency for on-line
merchants. Prior to that, Mr. Norton was Senior Manager for Computer Sciences
Corporation where he designed a global technical support infrastructure for that
company's help desks around the world. Mr. Norton has in-depth knowledge and
experience in multiple UNIX environments, including Linux; all aspects of data
networking include LANs, WANs, security and administration; software
development, integration and design including open-source software development,
integration and design; Global IT infrastructures and business requirements; and
commercial design, development and deployment of Internet and business-focused
e-systems and products.
Matthew W. Kinnaman - Vice-President of Strategic Innovation
- ------------------------------------------------------------
Mr. Kinnaman was named Vice-President of Strategic Innovation in May 2000. In
this position he works closely with the Corporation's technical and marketing
groups to create technological innovation strategies that are intended to move
USA Video into new market opportunities in the rapidly advancing arena of
Internet Streaming media. Previous to his appointment at USA Video, Kinnaman was
at Gilder Technology Group where he was Editorial Director of Conferences,
working with the CEO and with Mr. Gilder on the production team of the Telecosm
Conference. Kinnaman also served at Gilder Group as Director of Research and
Communication for Harvard Business School professor Clayton Christensen's
"Innovation Partnership," and as Editorial Director of the Christensen's
Disruptive Innovation Conference. Prior to these appointments, Kinnaman was an
Associate Editor at Gilder Technology Group. He holds a Bachelor of Arts degree
in Philosophy and Political Science, and a Master of Arts degree in Political
Science from the University of Rhode Island.
Compensation of "Named Executive Officers"
- ------------------------------------------
The following table sets forth compensation awarded to, earned by or paid to
Named Executives for the designated fiscal years. Other than set forth below,
no employee of USA Video earned salary and bonus of $100,000 or more in fiscal
year 1999.
-10-
SUMMARY COMPENSATION TABLE
--------------------------
Long Term Compensation
--------------------------------------------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------------------------
Securities
Name and Other Annual Restricted Underlying LTIP
Principal Compensation Stock Award(s) Options/SARs Payouts All Other
position Year Salary Bonus ($) ($) (#) ($) Compensation
- -----------------------------------------------------------------------------------------------------------------------------------
Molina, Edwin 1999 $120,000 (1) - $200,665 (5) - 1,200,000 - -
(CEO) 1998 $ 60,500 - $ 3,172 (6) - 1,200,000 - -
1997 Nil - Nil - 250,000 - -
- -----------------------------------------------------------------------------------------------------------------------------------
Drescher, Anton 1999 $120,000 (2) - $159,025 (7) - 1,000,000 - -
(CFO) 1998 $ 77,270 - $ 34,294 (8) - 1,000,000 - -
1997 $ 65,517 - $ 27,782 (9) - 500,000 - -
- -----------------------------------------------------------------------------------------------------------------------------------
Patton, Ronald 1999 $120,000 (3) - $ 49,580 (10) - 500,000 - -
(CTO)
- -----------------------------------------------------------------------------------------------------------------------------------
Castagno, 1999 $120,000 (4) - $194,300 (11) - 250,000 - -
Anthony (COO)
- -----------------------------------------------------------------------------------------------------------------------------------
(1) Of the $120,000 paid to Mr. Molina in 1999, $24,000 consisted of management
fees and $96,000 consisted of product marketing fees.
(2) The entire $120,000 paid to Mr. Drescher in 1999 consisted of consulting
fees.
(3) Of the $120,000 paid to Mr. Patton in 1999, $60,000 consisted of product
marketing fees and $60,000 consisted of product development fees.
(4) Of the $120,000 paid to Mr. Castagno in 1999, $36,000 consisted of
consulting fees, $36,000 consisted of office assistance fees, $12,000
consisted of public relations fees and $36,000 consisted of product
marketing fees.
(5) On February 23, 1999, Mr. Molina exercised 100,000 stock options at an
exercise price of $0.067 per option, resulting in compensation of
$2,680.00. On March 9, 1999, Mr. Molina exercised 200,000 stock options at
an exercise price of $0.067 per option, resulting in compensation of
$4,020.00. On March 22, 1999, Mr. Molina exercised 100,000 stock options at
an exercise price of $0.067 per option, resulting in compensation of
$2,010. On April 7, 1999, Mr. Molina exercised 50,000 stock options at an
exercise price of $0.067 per option, resulting in compensation of
$10,050.00. On May 3, 1999, Mr. Molina exercised 100,000 stock options at
an exercise price of $0.067 per option, resulting in compensation of
$32,830.00. On June 18, 1999, Mr. Molina exercised 250,000 stock options at
an exercise price of $0.067 per option, resulting in compensation of
$149,075.00.
(6) On May 6, 1998, Mr. Molina exercised 250,000 stock options at an exercise
price of $0.067 per option, resulting in compensation of $3,350.00. On
November 3, 1998, Mr. Molina exercised 100,000 options at an exercise price
of $0.067 per option, resulting in compensation of $0.00. On November 10,
1998, Mr. Molina exercised 150,000 stock options at an exercise price of
$0.067 per option, resulting in a realized value of ($1,005.00). On
December 17, 1998, Mr. Molina exercised 250,000 stock options at an
exercise price of $0.067 per option, resulting in compensation of $827.00.
(7) On February 2, 1999, Mr. Drescher exercised 200,000 stock options at an
exercise price of $0.067 per option, resulting in a realized value of
($2,010.00). On February 17, 1999, Mr. Drescher exercised 300,000 stock
-11-
options at an exercise price of $0.067 per option, resulting in
compensation of $15,075.00. On March 9, 1999, Mr. Drescher exercised
100,000 stock options at an exercise price of $0.067 per option, resulting
in compensation of $2,010.00. On April 28, 1999, Mr. Drescher exercised
250,000 stock options at an exercise price of $0.067 per option, resulting
in compensation of $55,275.00. On May 26, 1999, Mr. Drescher exercised
100,000 stock options at an exercise price of $0.067 per option, resulting
in compensation of $36,850.00. On June 10, 1999, Mr. Drescher exercised
50,000 stock options at an exercise price of $0.067 per option, resulting
in compensation of $38,860.00. In 1999, Mr. Drescher received interest on
loans to USA Video in the amount of $12,965.00.
(8) On January 28, 1998, Mr. Drescher exercised 500,000 stock options at an
exercise price of $0.067 per option, resulting in compensation of
$10,050.00. In 1998, Mr. Drescher received interest on loans to USA Video
in the amount of $24,379.00.
(9) On June 20, 1997, Mr. Drescher exercised 500,000 stock options at an
exercise price of $0.072 per option, resulting in a realized value of
($1,800.00). In 1997, Mr. Drescher received interest on loans to USA Video
in the amount of $29,582.00.
(10) On May 12, 1999, Mr. Patton exercised 100,000 stock options at an exercise
price of $0.067 per option, resulting in compensation of $49,580.00.
(11) On July 6, 1999, Mr. Castagno exercised 250,000 stock options at an
exercise price of $0.067 per option, resulting in compensation of
$194,300.00.
The following table sets forth certain information concerning grants of stock
options pursuant to stock option plans to the Named Executive Officer during the
year ended December 31, 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------
Potential Realizable Value at Assumed
Annual Rates of Stock Price Appreciation
Individual Grants for Option Term
- -----------------------------------------------------------------------------------------------------------------------------------
Name Number of % of Total Exercise Market Price Expiration 0% ($) 5% ($) 10% ($)
Securities Options/SARs Price on Date of Date
Under-lying Granted to ($/Share) Grant ($/Share)
Options/ Employees in
SARs Granted Fiscal Year (1)
- -----------------------------------------------------------------------------------------------------------------------------------
Molina, Edwin 1,200,000 23.53% $ 1.00 $ 1.04 7/16/01 $48,000 $110,000 $172,000
- -----------------------------------------------------------------------------------------------------------------------------------
Drescher, 1,000,000 23.53% $ 1.00 $ 1.04 7/16/01 $40,000 $ 92,000 $144,000
Anton
- -----------------------------------------------------------------------------------------------------------------------------------
Patton, 500,000 11.76% $0.067 $0.065 1/31/01 N/A $ 625 $ 2,250
Ronald
- -----------------------------------------------------------------------------------------------------------------------------------
Castagno, 250,000 5.88% $0.067 $0.060 1/12/01 N/A N/A N/A
Anthony
- -----------------------------------------------------------------------------------------------------------------------------------
(1) A total of 4,250,000 stock options were granted to employees in 1999.
The following table sets forth certain information concerning exercises of
stock options pursuant to stock option plans by the Named Executive Officer
during the year ended December 31, 1999 and stock options held at year end.
-12-
AGGREGATED OPTION / SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION / SAR VALUES
---------------------------------------
Value of Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options/SARs at
Option/SARs at FY-End (#) FY-End ($)
Shares Acquired on Exercisable/
Name Exercise (#) Value Realized ($) Exercisable/Unexercisable Unexercisable (1)
- ----------------------------------------------------------------------------------------------------------------------------
Molina, Edwin 800,000 $200,665 1,200,000 / 0 N/A (2) / $0
- ----------------------------------------------------------------------------------------------------------------------------
Drescher, Anton 1,000,000 $146,060 1,000,000 / 0 N/A (3) / $0
- ----------------------------------------------------------------------------------------------------------------------------
Patton, Ronald 100,000 $ 49,580 400,000 / 0 $365,200 / $0
- ----------------------------------------------------------------------------------------------------------------------------
Castagno, Anthony 250,000 $194,300 0 / 0 $ 0 / $0
- ----------------------------------------------------------------------------------------------------------------------------
(1) On December 31, 1999, the average of the high and low price of the stock
trading on the OTC BB was $0.98.
(2) Mr. Molina's 1,200,000 options, with an exercise price of $1.00, were not
in-the-money based on the December 31, 1999 closing price of $0.98 per
share for USA Video's common stock.
(3) Mr. Drescher's 1,000,000 options, with an exercise price of $1.00, were not
in-the-money based on the December 31, 1999 closing price of $0.98 per
share for USA Video's common stock.
Compensation of Directors
- -------------------------
Directors receive no compensation for their service as such, although they do
receive reimbursement for consulting services provided to USA Video. In addition
Mr. Molina, Mr. Anton Drescher, Mr. Gerhard Drescher and Mr. Bonin were each
granted options to purchase an aggregate of 2,300,000 common shares of USA
Video, due in part to their service as directors. All of the options are fully
vested, have an exercise price of $1.00 per share and must be exercised by July
16, 2001. USA Video has no obligation or policy to grant stock options to
directors.
Employment Contracts
- --------------------
USA Video does not have an employment contract with Mr. Molina and it has no
obligation to provide compensation to him in the event of his resignation,
retirement or termination, or a change in control. USA Video may in the future
create retirement, pension, profit sharing, insurance and medical reimbursement
plans covering its Executive Officers and Directors. At the present time no such
plans exist. No advances have been made or are contemplated by USA Video to any
of its Executive Officers or Directors.
8. INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS AND EMPLOYEES
--------------------------------------------------------
No monies are owing to the Corporation by any of the directors, officers or
employees of the Corporation.
-13-
9. INTERESTS OF MANAGEMENT, INSIDERS AND OTHERS IN MATERIAL TRANSACTIONS
---------------------------------------------------------------------
No insider or member of management has had or will have any financial interest
in any material transaction to which the Corporation is or is anticipated to be
a party except as disclosed elsewhere in this Information Circular or as
hereinafter disclosed.
Private Placements
- -------------------
During 1999, the Corporation concluded four private placements of a total of
4,250,000 units raising $1,195,267.
The first private placement, for 2,000,000 units closed February 24, 1999. Each
unit consisted of one share issued at $0.067 and one share purchase warrant
exercisable at $0.067 per share expiring January 31, 2001. Participants in this
private placement included Edwin Molina (300,000 units, $20,100), Anton J.
Drescher (575,000 units, $38,525), Anthony Castagno (300,000 units, $20,100) and
Ronald Patton (250,000 units, $16,750), all of whom were officers of the
Corporation at the time of the private placement.
The second private placement, for 1,000,000 units closed April 20, 1999. Each
unit consisted of one share issued at $0.114 and one share purchase warrant
exercisable at $0.128 per share expiring March 23, 2001. Participants in this
private placement included Edwin Molina (350,000 units, $39,900), Anton J.
Drescher (350,000 units, $39,900) and Anthony Castagno (100,000 units, $11,400),
all of whom were officers of the Corporation at the time of the private
placement.
The third private placement, for 500,000 units closed June 28, 1999. Each unit
consisted of one share issued at $0.395 and one share purchase warrant
exercisable at $0.497 per share expiring May 19, 2001. Participants in this
private placement included Edwin Molina (70,000 units, $27,650), Anton J.
Drescher (70,000 units, $27,650), Anthony Castagno (70,000 units, $27,650),
Ronald Patton (50,000 units, $19,750) and Daniel Sciro (50,000 units, $19,750),
all of whom were officers of the Corporation at the time of the private
placement.
The fourth private placement, for 750,000 units closed July 30, 1999. Each unit
consisted of one share issued at $1.00 and one share purchase warrant
exercisable at $1.10 per share expiring July 15, 2001. Participants in this
private placement included Edwin Molina (90,000 units, $90,000) and Anton J.
Drescher (100,000 units, $100,000) both of whom were officers of the Corporation
at the time of the private placement.
The above private placements were priced based on the then current trading
prices of the Corporation's shares on The Alberta Stock Exchange (the "ASE")
less the discount permitted by the policies of the ASE. The ASE amalgamated
with the Vancouver Stock Exchange effective November 29, 1999 and is now know as
the Canadian Venture Exchange. All of the shares issued under these private
placements were restricted from trading for one year pursuant to the Alberta
Securities Act and were further restricted from trading under the United States
Securities Act of 1933 for residents of the United States.
Transactions with Management and Others
- ---------------------------------------
No director, executive officer or nominee for election as a director of USA
Video, and no owner of five percent or more of USA Video's outstanding shares or
any member of their immediate family has entered into or proposed any
transaction in which the amount involved exceeds $60,000.
-14-
In 1999, each of the following executive officers received $120,000 in fees for
services rendered as specified:
Edwin Molina -- $24,000 in management fees; $96,000 in product marketing fees.
Anton Drescher -- $120,000 in consulting fees.
Ronald Patton -- $60,000 in product marketing fees; $60,000 in product development fees.
Anthony Castagno -- $36,000 in consulting fees; $36,000 in office assistance fees; $12,000 in public relations fees;
$36,000 in product marketing fees.
Certain Business Relationships
- ------------------------------
No directors or nominee for director is or has been during USA Video's last
fiscal year an executive officer or beneficial owner of more than 10% of any
other entity that has engaged in a transaction with USA Video in excess of 5% of
either company's revenues or assets.
USA Video owns a 50% interest in a joint venture named Adnet USA LLC, which was
incorporated as a California limited liability company. Formed in 1997, the
purpose of Adnet USA LLC was to provide Internet advertising and web page
facilities to corporate customers. USA Video's joint venture partner is a
related company by virtue of common directors. USA Video's expenses related to
the joint venture were $174,144. USA Video and its joint venture partner agreed
to abandon the joint venture and consequently Adnet USA LLC is inactive.
Indebtedness of Management
- --------------------------
There are no persons who are directors, executive officers of USA Video,
nominees for election as a director, immediate family members of the foregoing,
corporations or organizations (wherein the foregoing are executive officers or
partners, or 10% of the shares of which are directly or beneficially owned by
the foregoing), trusts or estates (wherein the foregoing have a substantial
beneficial interest or as to which the foregoing serve as a trustee or in a
similar capacity) are indebted to USA Video in an amount in excess of $60,000.
10. FINANCIAL STATEMENTS
--------------------
The audited consolidated financial statements of the Corporation for the fiscal
year ended December 31, 1999, and the auditor's report thereon are included in
the Annual Report of the Corporation which accompanies this Information Circular
and will also be presented at the Meeting.
11. PROPOSAL NO. 1 - ELECTION OF DIRECTORS
--------------------------------------
At the meeting, it is proposed that a board of four (4) directors be elected to
hold office until the next annual meeting or until their successors are elected
or appointed. There are presently four directors of the Corporation, each of
whom retires from office at the Meeting.
Unless otherwise directed, it is the intention of management to vote proxies in
the accompanying form in favor of the election as directors of the following
four nominees:
Edwin Molina
Anthony J. Castagno
Anton J. Drescher
Daniel J. Sciro
The following table sets out the names of the proposed nominees for election as
directors, the municipality of residence, their principal occupations and the
number of shares of the Corporation beneficially owned directly, or indirectly,
or over which control is directed and exercised by each of them, as at the date
hereof:
-15-
NAME AND COMMON
MUNICIPALITY DIRECTOR SHARES HELD
OF RESIDENCE PRINCIPAL OCCUPATION SINCE OR CONTROLLED
- ----------------------------------------------------------------------------------------------------------------
Edwin Molina, Groton Long President of the Corporation since June 30, June 30, 1998 2,182,924
Point, Connecticut 1998; Senior Administrator with the
Corporation from June, 1992 to June, 1998;
Senior Administrator with Adnet USA LLC since
May, 1996; Senior Administrator with Future
Media Technologies Corp. from January, 1988
to June 1992.
- ----------------------------------------------------------------------------------------------------------------
Anton J. Drescher Chief Financial Officer of USA Video December 22, 1994 3,837,885
Vancouver, British Columbia Interactive Corp. since 1993; President of
(1) Westpoint Management Consultants Limited of
Vancouver, B. C. since 1979; President,
Harbour Pacific Capital Corp. since 1998;
Certified Management Accountant since 1981.
- ----------------------------------------------------------------------------------------------------------------
Anthony J. Castagno Chief Operating Officer of the Corporation Nominee 1,022,700
North Stonington, since April, 1999 and Vice President of the
Connecticut (1) Corporation since November, 1998; President
of The Rowe Group, an independent consulting
company specializing in start-up and rapidly
growing high-tech companies since March,
1997; Adjunct Professor, Department of
Communications, University of Connecticut
since June, 1997; Manager, Corporate
Communications, Northeast Utilities from
March, 1981 to March, 1997.
- ----------------------------------------------------------------------------------------------------------------
Daniel J. Sciro Vice President of the Corporation since June, Nominee 1,708,600
Mystic, Connecticut (1) 1998; President of Digital Numeric Systems,
Corp., PC Telecom, Corp. and Global Telecom
Systems, Corp. all of which are New York
based telecommunications companies from 1995
to 1998.
- ----------------------------------------------------------------------------------------------------------------
(1) Member of the Audit Committee. The Board of Directors does not have an
Executive Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "FOR" EACH NOMINEE SET FORTH
ABOVE.
12. PROPOSAL NO. 2 - APPOINTMENT OF AUDITORS
----------------------------------------
At the meeting, the shareholders will be called upon to appoint auditors to
serve until the close of the next annual general meeting of the Corporation, and
to authorize the directors to fix the remuneration of the auditors so appointed.
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND THAT THE SHAREHOLDERS
VOTE FOR THE APPOINTMENT OF AMISANO & CO., CHARTERED ACCOUNTANTS, WHO WERE FIRST
APPOINTED AUDITORS ON SEPTEMBER 19, 1990.
Unless otherwise directed, the proxy holder intends to vote in favor of this
resolution.
-16-
A representative of the auditors will be available by telephone at the Meeting
to make a statement, if they so desire, and to answer any questions from the
Shareholders.
13. TRANSFER AGENT AND REGISTRAR
----------------------------
CIBC MELLON TRUST COMPANY Fax (403) 264-2100
Suite 600, 333 - 7th Avenue S.W.
Calgary, Alberta, Canada, T2P 2Z1
P.O Box 2517
Calgary, Alberta, Canada, T2P 4P4
14. FURTHER INFORMATION
-------------------
Shareholders requiring further information may acquire same by contacting USA
Video Interactive Corp., Investor Relations, 70 Essex Street, Mystic,
Connecticut, U. S. A., 06355 (telephone 800-625-2200, fax 860-572-7753).
15. SHAREHOLDER PROPOSALS
---------------------
Any Shareholder wishing to submit a proposal to be voted upon at the
Corporation's next Annual Meeting is required to submit in writing the text
of the shareholder proposal, a statement of not more than 200 words in support
of the proposal and the name and address of the shareholder(s) making the
proposal by not later than March 23, 2001 to either of the Corporation's
executive office at 70 Essex Street, Mystic, Connecticut, U. S. A., 06355 or
the Corporation's corporate office at #507, 837 West Hastings Street,
Vancouver, B.C., Canada, V6C 3N6.
16. OTHER MATTERS
-------------
Management knows of no amendments, variations or other matters to come before
the Meeting other than the matters referred to in the Notice of Annual
Meeting. However, if any other matter properly comes before the Meeting, the
accompanying form of Proxy will be voted on such matter in accordance with the
best judgment of the person(s) voting the proxy.
CERTIFICATE
-----------
The contents and the sending of this Information Circular have been approved by
the directors of the Corporation.
The foregoing contains no untrue statement of material fact and does not omit to
state a material fact which is required to be stated or that is necessary to
make a statement not misleading in light of the circumstances in which it was
made.
DATED May 10, 2000.
USA VIDEO INTERACTIVE CORP.
Per: /s/ Edwin Molina Per: /s/ Anton J. Drescher
---------------------- ---------------------------
EDWIN MOLINA ANTON J. DRESCHER
President Chief Financial Officer
USA VIDEO INTERACTIVE CORP.
PROXY
FOR THE ANNUAL MEETING OF THE
SHAREHOLDERS TO BE HELD ON JUNE 23, 2000
THIS PROXY IS SOLICITED BY MANAGEMENT
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, being a shareholder of USA VIDEO INTERACTIVE CORP. (the
"Corporation") hereby appoints Edwin Molina, President of the Corporation, or
failing him, Anton J. Drescher, Secretary/Treasurer and Chief Financial Officer
of the Corporation, or instead of either of the foregoing,______________________
as my nominee to attend and act for me on my behalf at the Annual Meeting of the
shareholders of the Corporation to be held on June 23, 2000, and at any
adjournments thereof, and to vote
1. With respect to the election of the directors nominated in the Information
Circular of the Corporation dated May 2, 2000, as follows:
EDWIN MOLINA For ( ) or withhold vote ( )
ANTON J. DRESCHER For ( ) or withhold vote ( )
ANTHONY J. CASTAGNO For ( ) or withhold vote ( )
DANIEL J. SCIRO For ( ) or withhold vote ( )
2. For ( ) or withhold vote ( ) the resolution to appoint
Amisano Hansen, Chartered Accountants, as auditors of the Corporation for
the year ending December 31, 2000 at a remuneration to be fixed by the
Board of Directors.
3. On such other business as may properly come before the Meeting.
The undersigned instructs the above-named proxy holder to act on each of the
matters itemized above as directed. If no direction is given, such proxy holder
shall vote for the election as directors of the nominees listed in the
Information Circular and for the appointment of Amisano Hansen, Chartered
Accountants, as auditors. The undersigned hereby confers a discretionary
authority upon such proxy holder to vote, in accordance with his best judgment,
with respect to amendments or variations to the matters outlined above and with
respect to matters other than those listed in the notice calling the meeting and
which may properly come before the Meeting. At the date hereof, management of
the Corporation knows of no such amendment, variation or other matter.
IF YOU DO NOT SPECIFY HOW YOU WOULD LIKE TO VOTE ON PROPOSALS 1 AND 2 ABOVE, THE
SHARES SUBJECT OF THIS PROXY WILL BE VOTED "FOR" EACH PROPOSAL.
The undersigned hereby revokes any proxy previously given.
DATED this _____ day of _______________, 2000.
--------------------------------------------
Shareholder
(Please sign exactly as shares are registered.
If the shareholder is a corporation, its corporate
seal must be affixed to this Instrument)
--------------------------------------------
Printed name
--------------------------------------------
Number of shares owned
INSTRUCTIONS
- ------------
1. This instrument appointing a proxy must be in writing and shall be dated
and executed by the shareholder or his attorney authorized in writing, or,
if the shareholder is a corporation, under its corporate seal by an officer
or attorney thereof who has been duly authorized. If the proxy is not dated
above, it will be deemed to bear the date on which it was mailed to the
shareholder.
2. A shareholder has the right to appoint a person to attend and act for him
and on his behalf at the meeting other than the persons named above. Such
person need not be a shareholder. To exercise this right, insert the name
and city of residence of the person you wish to be your nominee in the
space provided above.
3. SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE
THIS FORM OF PROXY AND RETURN IT TO THE CORPORATION'S TRANSFER AGENT IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE.