SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SAC TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
(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
/ / 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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
PRELIMINARY COPY
SAC TECHNOLOGIES, INC.
1285 CORPORATE CENTER DRIVE
SUITE NO. 165
EAGAN, MINNESOTA 55121
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
(the "Meeting") of SAC Technologies, Inc. (the "Company") which will be held at
the offices of the Company at 1285 Corporate Center Drive, Suite No. 165, Eagan,
Minnesota 55121, on Friday October 15, 1999, at 1:00 P.M. C.S.T. Your Board of
Directors and management look forward to personally greeting those shareholders
able to attend.
At the Meeting, shareholders will be asked to elect five (5) directors
to serve until the next annual meeting of shareholders or until their successors
are duly elected and qualified, approve an amendment to the Company's Amended
and Restated Articles of Incorporation ("Articles of Incorporation") to increase
the number of shares of Common Stock the Company is authorized to issue from
20,000,000 to 50,000,000 shares, ratify the appointment of Divine, Scherzer &
Brody, Ltd. to serve as the Company's independent auditors for the fiscal year
ending December 31, 1999 and to act upon such other business as may properly
come before the Meeting, or any adjournment(s) or postponement(s) thereof.
Your Board of Directors recommends a vote FOR the election of all
directors, FOR the amendment to the Company's Articles of Incorporation and FOR
ratification of the appointment of Divine, Scherzer & Brody, Ltd. as the
Company's independent auditors.
Regardless of the number of shares you own or whether you plan to
attend, it is important that your shares be represented and voted at the
Meeting. You are requested to sign, date and mail the enclosed proxy promptly.
We wish to thank our shareholders for their participation and support.
Sincerely,
/s/Barry M. Wendt
---------------------------
Barry M. Wendt
Chairman of the Board
and Chief Executive Officer
PRELIMINARY COPY
SAC TECHNOLOGIES, INC.
1285 CORPORATE CENTER DRIVE, SUITE NO. 165
EAGAN, MINNESOTA 55121
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 18, 1999
TO THE SHAREHOLDERS OF SAC TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the
"Meeting") of SAC Technologies, Inc., a Minnesota corporation (the "Company"),
will be held on Friday, October 15, 1999 at the offices of the Company at 1285
Corporate Center Drive, Suite No. 165 Eagan, Minnesota 55121 at 1:00 p.m. C.S.T
for the following purposes:
(1) To elect five (5) directors to serve until the next annual
meeting of shareholders or until their successors are duly elected and
qualified;
(2) To approve an amendment to the Company's Amended and
Restated Articles of Incorporation to increase the number of shares of Common
Stock the Company is authorized to issue from 20,000,000 to 50,000,000 shares;
(3) To ratify the appointment of Divine, Scherzer & Brody,
Ltd. to serve as the Company's independent auditors for the fiscal year ending
December 31, 1999; and
(4) To act upon such other business as may properly come
before the Meeting, or any adjournment(s) or postponement(s) thereof.
A copy of the Company's Annual Report for the year ended December 31,
1998 is enclosed for your information. No material contained in the Annual
Report is to be considered a part of the proxy solicitation material.
Only shareholders of record as of the close of business on September 6,
1999 are entitled to notice of and to vote at the Meeting or any adjournment(s)
or postponement(s) thereof.
All shareholders are cordially invited to attend the Meeting. To assure
your representation at the Meeting, you are urged to complete, sign, date and
return the enclosed proxy card as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any shareholder attending the Meeting may
vote in person even if he or she has returned a proxy.
By Order of the Board of Directors,
/s/ Benedict A. Wittig
---------------------------
Benedict A. Wittig
Secretary
Edina, Minnesota
Dated: September [ ], 1999
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
PRELIMINARY COPY
SAC TECHNOLOGIES, INC.
1285 CORPORATE CENTER DRIVE, SUITE NO. 165
EAGAN, MINNESOTA 55121
----------------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 15, 1999 AT 1:00 P.M. CST
The enclosed proxy is solicited by the Board of Directors of SAC
Technologies, Inc., a Minnesota corporation (the "Company"), to be voted at the
Annual Meeting of Shareholders (the "Meeting") of the Company to be held on
Friday, October 15, 1999 at the offices of the Company at 1285 Corporate Center
Drive, Suite No. 165, Eagan, Minnesota 55121 at 1:00 p.m. C.S.T., and at any
adjournment(s) or postponement(s) thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and
the enclosed form of proxy are furnished in connection with this proxy
solicitation and are first being mailed to shareholders entitled to vote at the
Meeting on or about September [ ], 1999.
RECORD DATE AND SHARE OWNERSHIP
The voting securities of the Company consist of shares of its common
stock, $.01 par value per share ("Common Stock"). Stockholders of record at the
close of business on September 6, 1999 (the "Record Date") are entitled to
notice of and to vote at the Meeting or any postponement(s) or adjournment(s)
thereof. At the Record Date, 8,599,751 shares of Common Stock were issued and
outstanding.
REVOCABILITY OF PROXIES
The execution of a proxy will not affect a shareholder's right to
attend the Meeting and vote in person. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before the vote
at the Meeting by filing with the Chief Financial Officer of the Company either
(i) a written notice of revocation; (ii) a proxy bearing a later date than the
most recently submitted proxy; or (iii) by attendance at the Meeting and voting
in person. Attendance at the Meeting will not, by itself, revoke a proxy. Any
written notice or proxy revoking a proxy should be sent to SAC Technologies,
Inc., 1285 Corporate Center Drive, Suite No. 165, Eagan, Minnesota 55121,
Attention: Secretary.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998, in substantially the form filed with the
Securities and Exchange Commission, is enclosed herewith. No material contained
in the Annual Report is to be considered part of the proxy solicitation
material.
The mailing address of the Company's executive office is 1285 Corporate
Center Drive, Suite No. 165, Eagan, Minnesota 55121.
VOTING AND SOLICITATION
Each share of Common Stock is entitled to one vote. As provided in the
Articles of Incorporation of the Company, there is no right of cumulative
voting. Nominees receiving a plurality of the votes cast will be elected as
directors. The affirmative vote of a majority of the outstanding shares of
Common Stock is required to approve the amendment to the Company's Amended and
Restated Articles of Incorporation ("Articles of Incorporation") to increase the
number of shares of Common Stock the Company is authorized to issue from
20,000,000 to 50,000,000 shares. The affirmative vote of a majority of the
outstanding shares of Common Stock present at the Meeting in person or by proxy
is required to ratify the appointment of Divine Scherzer & Brody, Ltd. to serve
as independent auditors for the Company.
Proxies which are validly executed by shareholders and which are
received by the Company no later than the business day preceding the Meeting
will be voted in accordance with the instructions contained thereon. If no
instructions are given, the proxy will be voted in accordance with the
recommendations of the Board of Directors in the discretion of the proxy holder
as to any other business that properly comes before the Meeting. For the reasons
set forth in more detail in the Proxy Statement, the Board of Directors
recommends a vote FOR the election of all directors, FOR the amendment to the
Company's Articles of Incorporation and FOR the ratification of Divine Scherzer
& Brody, Ltd. to serve as independent auditors for the Company.
The cost of this proxy solicitation will be borne by the Company. In
addition to the use of mail, proxies may be solicited in person or by telephone
by employees, directors and officers of the Company without additional
compensation. The Company will reimburse brokers and other persons holding stock
in their names or in the names of nominees for their expenses incurred in
sending proxy material to principals and obtaining their proxies.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
As of the Record Date of the Meeting, there were 8,599,751 shares of
common stock outstanding. The Company's bylaws (the "Bylaws") provide that the
shareholders holding a majority of the shares entitled to vote on the Record
Date, or 4,385,876 shares, must be present in person or represented by proxy at
the Meeting in order to constitute a quorum for the transaction of business.
Abstentions and broker non-votes will be counted for the purpose of determining
a quorum. Since the vote required to ratify the appointment of the Company's
auditors is the affirmative vote of a majority of the shares of Common Stock
present in person or by proxy at the meeting, and the vote necessary to approve
the Amendment to the Article of Incorporation is a majority of the outstanding
shares of Common Stock, abstentions and broker non-votes have the effect of
negative votes with respect to these proposals. Since nominees receiving a
plurality of the votes cast will be elected as directors, abstentions and broker
non-votes will not be taken into account in determining the outcome of the
election of directors.
2
Shareholders may designate a person or persons other than those named
in the enclosed proxy to vote their shares at the Meeting or any adjournment
thereof.
PROPOSAL 1
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of directors
constituting the Board of Directors shall not be less than four nor more than
seven. The Bylaws of the Company also provide that each director elected by the
shareholders shall serve an indefinite term not in excess of five years until
such director's successor is duly elected and qualified. The Board of Directors
currently consists of the following members: Barry M. Wendt, Gary E. Wendt,
Benedict A. Wittig, Dr. Lonnie L. Hammargren and Jeffry R. Brown, each of whom
has been nominated for election to the Board of Directors for an additional one
year term until the Company's next annual meeting. Each person nominated has
agreed to serve if elected, and the Company knows of no reason why any of the
listed nominees would be unavailable to serve.
Unless otherwise specified, each properly executed proxy will be voted
for the election of Barry M. Wendt, Gary E. Wendt, Benedict A. Wittig, Dr.
Lonnie L. Hammargren and Jeffry R. Brown, to serve as directors for a one (1)
year term or until their successors are duly elected and qualified unless one or
more of such nominees should become unavailable for election by reason of death
or other unexpected occurrence, in which event such shares shall be voted for
the election of such substitute nominees as the Board of Directors may propose.
3
The following sets forth certain information about each of the nominees
for director and their current positions with the Company. The Common Stock
ownership of each nominee for director is provided under "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
DIRECTORS
DIRECTOR SINCE
NAME AGE POSITIONS HELD
Barry M. Wendt (1) 51 Chief Executive Officer,
Chairman of the Board of Directors 1993
Gary E. Wendt (1)(2) 57 Chief Financial Officer, Director 1993
Benedict A. Wittig (1) 56 Secretary, Director of Systems Software,
Director 1993
Dr. Lonnie L. Hammargren (2)(3) 61 Director 1998
Jeffry R. Brown (2)(3) 50 Director 1999
(1) Member of the Stock Option Plan Committee
(2) Member of the Compensation Committee
(3) Member of the Audit Committee
BARRY M. WENDT has served as Chief Executive Officer and Chairman of
the Board of Directors of the Company since its inception in 1993. Mr. Wendt
manages the Company's engineering and marketing initiatives. From 1993 to 1994,
Mr. Wendt also acted as the part-time and temporary Chief Executive Officer of
Esprit Technologies, Inc., a computer manufacturer which produced high speed PCs
marketed primarily to government and industry in the Midwestern United States.
From 1988 to 1995, Mr. Wendt worked for, and from 1992 to 1995, was the CEO of
The Technology Congress, Ltd., a service bureau which supported primarily
Fortune 500 companies in CAD/CAM/CAE laser plotting, scanning, and electrical
testing, with an emphasis on photo-tooling for the fabrication industry. The
Technology Congress, Ltd. filed for protection under Chapter 11 of the United
States Bankruptcy Code in August, 1994 and was ultimately liquidated under
Chapter 7 of the Bankruptcy Code in July, 1995. From 1985 to 1988, Mr. Wendt was
the President and owner of BMW Research, a sole proprietorship specializing in
the independent research and development of contract design of electronic
products. Mr. Wendt was President of Custom Computer Systems, Inc., a company
specializing in the design, manufacture, and sale of small business computer
systems. Mr. Wendt received a Bachelor of Science degree in Electronic
Engineering from Florida International University, a diploma in RF and Consumer
electronic systems from the De Vry Institute of Technology, and an Associate of
Science in Electronic Engineering from Gulf Coast Community College. Mr. Wendt
is the brother of Gary E. Wendt, Chief Financial Officer and a Director of the
Company.
4
GARY E. WENDT has served as the Chief Financial Officer and a Director
of the Company since its inception in 1993. Mr. Wendt has primary responsibility
for the Company's financial reports and administers accounting operations. From
1993 to 1994, Mr. Wendt was Treasurer and Chief Financial Officer of Esprit
Technologies, Inc., a computer manufacturer which produced high speed PCs
marketed primarily to government and industry in the Midwestern United States.
From 1988 to 1995, he was Secretary-Treasurer and Chief Financial Officer of The
Technology Congress, Ltd. which filed for protection under Chapter 11 of the
United States Bankruptcy Code in August, 1994 and was ultimately liquidated
under Chapter 7 of the Bankruptcy Code in July, 1995. From 1979 to1985, Mr.
Wendt was a systems analyst for Custom Computer Systems, Inc. Mr. Wendt attended
Metropolitan State University, North Hennepin Community College, and the Academy
of Accountancy where he was certified in public accounting. Mr. Wendt is not a
Certified Public Accountant. Mr. Wendt is the brother of Barry M. Wendt, Chief
Executive Officer and Chairman of the Board of the Company.
BENEDICT A. WITTIG has served as Director of Systems Software,
Secretary and a Director of the Company since its inception in 1993. Mr. Wittig
manages all software projects and software development undertaken by the
Company. From 1993 to 1994, Mr. Wittig was a Systems Software Manager for Esprit
Technologies, Inc., a computer manufacturer which produced high speed PCs and
marketed primarily to government and industry in the Midwestern United States.
From 1983 to 1993, Mr. Wittig was an independent software developer specializing
in software systems for processor controlled hardware. Prior to 1983, he worked
as Staff Systems Programmer for Northern Telecom, Inc. and as Diagnostic
Programmer for Control Data Corporation. Mr. Wittig received both a Master of
Science in Electronic Engineering and a Bachelor of Science in Electronic
Engineering from the University of Missouri.
LONNIE L. HAMMARGREN, M.D. has served as a director of the Company
since November 12, 1998. Dr. Hammargren served as the Lieutenant Governor of the
State of Nevada from 1994 through 1998 and is currently a physician/surgeon
specializing in neurosurgery. His elected offices include the Nevada State Board
of Education and the University Board of Regents. Dr. Hammargren is a board
certified diplomat of the American Board of Neurological Surgery and is the only
neurosurgeon in Nevada to be elected to the Pediatric Section of the American
Association of Neurological Surgery. He graduated from the University of
Minnesota and holds a Bachelor of Science Degree, Master of Arts, Medical
Doctor, Master of Science, Neurosurgery, internship, State University of New
York, and neurosurgery residency, Mayo Clinic. Dr. Hammargren has also served in
the Vietnam War and was a flight surgeon for astronauts at the NASA Manned Space
Craft Center.
JEFFRY R. BROWN has served as director of the Company since September,
1999. Mr. Brown currently serves as managing director for Chancellor Media
Group, a division of AmFm Media. From 1995 to 1999, Mr. Brown served as a
marketing, promotion and sponsorship consultant for such clients as Signature
Sports, Born Information Services and the JC Penney Company. As Senior Vice
President Business Development for Gage Marketing Group, LLC between 1992 and
1995, Mr. Brown represented clients such as Proctor and Gamble, Paramount, RJ
Reynolds, and Frito Lay. As a founding partner of the Sniglet Group, Inc. from
1986 to 1992, his clients included AT&T, Intel, Tandem Computers and Whirlpool.
From 1981 to 1985, Mr.
5
Brown served as Director of Marketing, Macintosh for Apple Computer Corporation
where he was involved in the introduction of the Macintosh computer.
DIRECTORS' TERMS OF OFFICE
Each of Messrs. Barry Wendt, Gary Wendt and Benedict Wittig were
elected as directors at the Company's 1998 Annual Meeting of Shareholders to
hold office for a term of one (1) year until their successors are duly elected
and qualified. Each of Dr. Hammargren and Jeffry Brown was appointed by the
Board of Directors to fill vacancies created by resignations or increases in the
size of the Board to serve until the next Annual Meeting of Shareholders until
their respective successors are duly elected and qualified.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Audit Committee, a Compensation
Committee, and a Stock Option Plan Committee.
The Audit Committee was formed in October 1997 and is responsible for
meeting with the Company's independent auditors at least annually to review the
results of the annual audit and discuss the financial statements, recommending
to the Board of Directors the independent auditors to be retained and receiving
and considering the accountants' comments as to internal controls, adequacy of
staff and management performance and procedures in connection with audit and
financial controls. The Audit Committee met three (3) times during the year
ended December 31, 1998. The members of the Audit Committee are Dr. Lonnie
Hammargren and Jeffrey R. Brown.
The Compensation Committee was formed in October 1997 and is
responsible for reviewing and recommending to the Board of Directors the
compensation and benefits of all officers of the Company and reviewing general
policy relating to compensation and benefits of employees of the Company. The
Compensation Committee did not meet during the year ended December 31, 1998. The
members of the Compensation Committee are Gary E. Wendt, Dr. Lonnie Hammargren
and Jeffrey R. Brown.
The Stock Option Plan Committee administers the Company's 1996 and 1999
Stock Option Plans (collectively, the "Plans") and determines the exercise price
of the Common Stock covered by each option granted under the Plan, the persons
to whom and the time or times at which options or stock awards shall be granted
pursuant to the Plans and the number of shares subject to each option or stock
award granted under the Plans. The Stock Option Plan Committee did not meet
during the year ended December 31, 1998. The members of the Stock Option Plan
are Barry M. Wendt, Gary E. Wendt and Benedict A. Wittig.
MEETINGS OF THE BOARD OF DIRECTORS
During the year ended December 31, 1998, the Board of Directors held
five (5) meetings. No incumbent director attended fewer than 75% of the
aggregate of (1) the total number of meetings of the Board of Directors and (2)
the total number of meetings of the committees of which the director was a
member.
6
EXECUTIVE OFFICERS
The following sets forth certain information about each executive
officer of the Company who does not also serve as a director of the Company.
RONALD A. BURGMEIER has served as Vice President of Finance since April
16, 1997. Mr. Burgmeier is a certified public accountant and handles the
Company's securities reporting requirements. From 1993 to 1997, Mr. Burgmeier
served as an Audit and Accounting Manager at Divine, Scherzer & Brody, Ltd., a
certified public accounting firm. He received his Bachelor of Science degree in
accounting and management from Saint Mary's University of Winona, Minnesota.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Company's officers and directors and persons
who own more than ten percent (10%) of the Company's Common Stock to file with
the Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of the Company's Common Stock. Such officers,
directors and ten percent (10%) stockholders are also required by applicable SEC
rules to furnish the Company with copies of all forms filed with the SEC
pursuant to Section 16(a) of the Exchange Act. Based solely on its review of the
copies of such forms received by it, or written representations from such
persons that no other reports were required for such persons, the Company
believes that during the fiscal year ended December 31, 1998, all Section 16(a)
filing requirements applicable to the Company's officers, directors and ten
percent (10%) stockholders were satisfied in a timely fashion.
EXECUTIVE COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table provides certain summary information for the fiscal
years ended December 31, 1998, 1997 and 1996 concerning executive compensation
paid or accrued by the Company to or for the benefit of the Company's Chief
Executive Officer and its other named executive officers.
7
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ---------------
FISCAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
- --------------------------- ------ ----------- ----------- ---------------
Barry M. Wendt 1998 $173,442 -- $5,530
Chief Executive Officer 1997 161,642 $20,000 4,742
1996 97,672 -- 7,614
Benedict A. Wittig 1998 $143,646 -- $5,098
Secretary, Director of 1997 130,599 $15,000 4,345
Systems Software 1996 76,823 -- --
Richard T. Fiskum (2) 1998 $157,407 -- $5,926
President 1997 141,848 $15,000 5,111
1996 55,575 -- --
Gary E. Wendt 1998 $113,554 -- $5,470
Chief Financial Officer 1997 99,753 $15,000 4,688
1996 46,245 -- --
- -----------------
(1) Consists of (i) group health insurance premiums and (ii) a vehicle
allowance.
(2) Mr. Fiskum resigned his position with the Company effective April 21,
1999
EMPLOYMENT AGREEMENTS
On May 10, 1996, the Company entered into five-year employment
agreements with Barry M. Wendt, Chief Executive Officer; Benedict A Wittig,
Director of Systems Software; and Gary E. Wendt, Chief Financial Officer. The
terms of the employment agreements for each of the above individuals are
substantially the same, with differences only as to base salary. The agreements
provide for a base salary subject to an annual increase by the Board of
Directors and a bonus payable at the discretion of the Board of Directors based
on gross revenues and net income.
Each officer may be terminated only for "cause" as that term is defined
in the employment agreements. The employment agreements also contain
confidentiality obligations and incorporate a Non-Competition Letter. The
Non-Competition Letter prohibits each officer from competing with the Company
for a period of three (3) years if the Company terminates the employment for
cause, and a period of two (2) years if any individual voluntarily terminates
employment. In the event of a termination without cause, or a "constructive
termination", which is defined to include an adverse change in the officer's
status or position in the Company, a reduction of the officer's base salary
other than for austerity purposes or breach by the Company of any of its other
contractual obligations for other than austerity reasons, the officer's
non-competition obligations lapse and the officer will receive severance in an
amount equal to his
8
base salary for the greater of (x) the number of years or portions thereof
remaining between the date of termination and December 31, 2001 and (y) two
(2) years. Except as may be prohibited by law, during the term of the
employment agreements, each of the officers are obligated to disclose and
assign to the Company all ideas, inventions and business plans developed by
each of them in the course of their employment which relate directly or
indirectly to the Company's business.
In April 1997, the Company hired Ronald A. Burgmeier to serve as Vice
President of Finance on an at-will basis at an annual base salary of $70,000. In
connection with his employment, the Company granted Mr. Burgmeier a nonqualified
stock option to purchase 40,000 shares of Common Stock which vests 5% on July
16, 1997, and 5% each quarter thereafter, such that on April 16, 1998, 20% of
such option is vested. Thereafter, the option vests 20% annually on each April
16. The option expires in April 2004. Mr. Burgmeier also executed a
Non-Competition Letter which prohibits Mr. Burgmeier from competing with the
Company for a period of two (2) years after the termination of his employment
with the Company. Except as may be prohibited by law, during the term of his
employment, Mr. Burgmeier is obligated to disclose and assign to the Company all
ideas, inventions and business plans developed by Mr. Burgmeier during the
course of his employment which relate directly or indirectly to the Company's
business.
1996 STOCK OPTION PLAN
The Company's Board of Directors and shareholders adopted the 1996
Stock Option Plan on May 1, 1996 (the "1996 Plan"). The 1996 Plan provides for
the reservation of 750,000 shares of Common Stock for issuance pursuant to the
exercise of options which may be granted to employees, officers, directors and
consultants of the Company, and permits granting both incentive stock options
(as defined under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code")) and options which do not qualify as incentive stock options
("nonqualified stock options"). As of the date of this Proxy Statement, options
to purchase 750,000 shares of common stock have been issued.
The 1996 Plan is administered by a committee appointed by the Board of
Directors of the Company (the "Stock Option Plan Committee"). The Stock Option
Plan Committee, by action of a majority of its members, has the authority to
establish rules for administering and interpreting the 1996 Plan. The Stock
Option Plan Committee has the authority to select individuals to whom awards are
granted and the timing of such awards; to adopt, amend, and rescind
administrative and interpretive rules and regulations relating to the 1996 Plan;
and to make all other determinations necessary or advisable for administering
the 1996 Plan. The Stock Option Plan Committee is under no duty to provide terms
of certain duration for options granted under the 1996 Plan, but the term of an
incentive stock option may not extend more than ten (10) years from the date of
granting such option.
The 1996 Plan also provides for the acceleration of the vesting of
unvested options upon a "Change in Control" of the Company. A Change in Control
is defined in the 1996 Plan to include (i) a sale or transfer of substantially
all of the Company's assets; (ii) the dissolution or liquidation of the Company;
(iii) a merger or consolidation to which the Company is a party and after which
the prior shareholders of the Company hold less than 50% of the combined voting
9
power of the surviving corporation's outstanding securities; (iv) the incumbent
directors cease to constitute at least a majority of the Board of Directors; or
(v) a change in control of the Company which would otherwise be reportable under
Section 13 or 15(d) of the Exchange Act.
The exercise price per share of stock purchasable under any incentive
stock option granted pursuant to the 1996 Plan is determined by the Stock Option
Plan Committee, but may not be less than 100% of the fair market value of the
stock on the date of the grant of such option. The option price for
non-qualified stock options granted under the 1996 Plan are also determined by
the Stock Option Plan Committee, but may not be less than 85% of the fair market
value of the Common Stock on the date of the grant of such option.
No option granted under the 1996 Plan is transferable by an optionee,
other than by will or the laws of descent or distribution. With few exceptions,
during the lifetime of an optionee, the option shall be exercisable only by such
optionee.
The foregoing is a brief summary of the provisions of the 1996 Plan and
does not purport to be a complete statement of its respective terms and
conditions.
1999 STOCK OPTION PLAN
On August 31, 1999, the Company's Board of Directors adopted the 1999
Stock Option Plan (the "1999 Plan") which provides for the reservation of
2,000,000 shares of Common Stock for issuance pursuant to the exercise of
options granted under the 1999 Plan. The 1999 Plan was not approved by the
Company's shareholders and accordingly, did not permit the granting of incentive
stock options (as defined under Section 422 of the Code). The 1999 Plan is
otherwise substantially similar to the 1996 Plan, a description of which appears
above. As of the date of this Proxy Statement, options to purchase 875,173
shares have been issued under the 1999 Plan.
DIRECTOR COMPENSATION
Members of the Board of Directors receive no cash compensation for
serving on the Board of Directors. Pursuant to the Plans, upon appointment, each
non-employee director is entitled to receive options to purchase up to 50,000
shares of Common Stock which vest 20% annually over five years. Five years after
the initial grant of an option to a non-employee director, and every fifth year
thereafter, non-employee directors who remain on the Board of Directors are
automatically granted additional options to purchase 50,000 shares of Common
Stock which shall vest 20% on May 1 of each year over a period of five years.
All options granted to non-employee directors have an exercise price equal to
100% of the fair market value of a share of the Company's Common Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of September 6, 1999, information
with respect to the beneficial ownership of the Company's Common Stock of all
persons which the Company, pursuant to filings with the SEC, has reason to
believe may be deemed the beneficial owners of more than five percent (5%) of
the Company's outstanding Common Stock. Also set forth in the
10
table is the beneficial ownership of all shares of the Company's Common Stock,
as of such date, of all officers and directors of the Company, individually and
as a group.
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENTAGE
BENEFICIAL OWNER OWNERSHIP (1) OF CLASS
- ---------------- ------------- --------
Barry M. Wendt
1285 Corporate Center Drive, Suite No. 165
Eagan, MN 55121 1,357,520(2) 15.6%
Gary E. Wendt
4620 S. Valley View Blvd., Suite A
Las Vegas, NV 89103 491,480(3) 5.7%
Benedict A. Wittig
1285 Corporate Center Drive, Suite No. 165
Eagan, MN 55121 1,334,190(4) 15.3%
Dr. Lonnie L. Hammargren
4318 Ridgecrest Drive
Las Vegas, NV 89121 9,000(5) *
Jeffry R. Brown
Northwood Ridge --(6) --
Bloomington, MN 55437
Ronald A. Burgmeier
4620 S. Valley View Blvd., Suite A
Las Vegas, NV 89103 54,010(7) *
Richard T. Fiskum
1285 Corporate Center Drive, Suite No. 165
Eagan, MN 55121 1,237,500 14.4%
All Directors and Officers
or a group (7 persons) 3,246,200 36.6%
------------- --------
*Less than 1%.
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in
the regulations promulgated under the Securities Exchange Act of 1934
and, accordingly, may include securities owned by or for, among others,
the spouse and/or minor children of an individual and any other
11
relative who has the same home as such individual, as well as, other
securities as to which the individual has or shares voting or
investment power or which each person has the right to acquire within
60 days through the exercise of options or otherwise. Beneficial
ownership may be disclaimed as to certain of the securities. This table
has been prepared based on 8,599,751 shares of Common Stock outstanding
as of September 6, 1999.
(2) Includes 119,720 shares issuable upon exercise of options. Does not
include 196,200 shares issuable upon exercise of options which are
subject to vesting. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- OPTIONS GRANTED TO OFFICERS AND DIRECTORS."
(3) Includes 86,480 shares issuable upon exercise of options. Does not
include 90,900 shares issuable upon exercise of options subject to
vesting. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - OPTIONS
GRANTED TO OFFICERS AND DIRECTORS."
(4) Includes 96,690 issuable upon exercise of options. Does not include
81,000 shares issuable upon exercise of options which are subject to
vesting. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - OPTIONS
GRANTED TO OFFICERS AND DIRECTORS."
(5) Consists of shares issuable upon exercise of options. Does not include
36,000 shares issuable upon exercise of options which vest in equal
annual installments during the three year period commencing May 1, 2000
(6) Consists of shares issuable upon exercise of options which are subject
to vesting. See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -
OPTIONS GRANTED TO OFFICERS AND DIRECTORS."
(7) Does not include 20,000 shares issuable upon exercise of options which
vest in equal annual installments during the three year period
commencing April 16, 2000.
MATERIAL ESCROW ARRANGEMENTS
In connection with the Company's initial public offering, on February
7, 1997, Richard T. Fiskum entered into an escrow agreement with the
Commissioner of Securities of the State of Minnesota (the "Escrow Agreement")
pursuant to which Mr. Fiskum placed 618,750 (1,237,000 post-split) shares of
Common Stock into escrow (the "Escrow Shares"). The Escrow Shares shall be held
in escrow for the lesser of (i) three (3) years from the date of the Escrow
Agreement; or (ii) until the Company demonstrates annual net earnings after
taxes and excluding extraordinary items for two (2) consecutive years after the
initial public offering, of at least five percent (5%) on an amount determined
by multiplying the total number of outstanding shares of the Company by the
average price per share paid by the public investors. The Commissioner has the
authority to terminate the escrow at an earlier date. As a condition to their
release from escrow, Mr. Fiskum must demonstrate that none of the Escrow Shares
have been sold or transferred. In the event of any transfer of the Escrow Shares
by Mr. Fiskum, the transferee must agree to place such shares into escrow
subject to the terms of the Escrow Agreement.
Concurrent with the execution of the Escrow Agreement, Mr. Fiskum,
Barry M. Wendt, Gary E. Wendt and Benedict A. Wittig entered into an agreement
(the "Agreement") regarding all shares of Company Common Stock owned
beneficially by such shareholders. Until the termination of the Escrow
Agreement, the Agreement prohibits such shareholders from selling, pledging,
hypothecating or otherwise transferring any shares beneficially owned by such
person
12
or granting, or agreeing to sell or grant, options, rights or warrants with
respect to such shares without the prior written consent of all of the other
parties to the Agreement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
EMPLOYMENT ARRANGEMENTS
The Company has employment agreements with each of Barry Wendt,
Benedict Wittig, Gary Wendt. See "EXECUTIVE COMPENSATION - EMPLOYMENT
AGREEMENTS".
OPTIONS GRANTED TO OFFICERS AND DIRECTORS
During April 1997, the Company hired Ronald A. Burgmeier to serve as
Vice President of Finance and granted him a nonqualified stock option to
purchase 40,000 shares of Common Stock
In October 1997, the Company granted nonqualified stock options to
purchase 45,833 shares of Common Stock at an exercise price of $10.75 per share
to each of Lars T. Carlson and Thomas J. Schrade, upon their appointment as
non-employee directors of the Company. Messrs. Carlson and Schrade resigned
their positions as directors in November of 1998.
In November 1998, the Company granted nonqualified stock options to
purchase 45,000 shares of Common Stock at an exercise price of $3.75 per share
to each of Lonnie L. Hammargren and Byron G. Ellingson, upon their appointment
as non-employee directors of the Company. Mr. Ellingson resigned his position as
director of the Company in April 1999.
During September 1999, the Company granted nonqualified stock options
under the Plans to its directors and executive officers as described below.
The Company granted nonqualified options under the 1996 Plan to
purchase 97,920, 76,380, 87,690 and 38,010 shares of Common Stock to Barry M.
Wendt, Gary E. Wendt, Benedict A. Wittig and Ronald A. Burgmeier, respectively.
These options were issued at an excess price of $.875 per share, the closing bid
price of the Company's Common stock as reported on the OTC Electronic Bulletin
Board on the date of grant and vested in full upon issuance.
The Company granted nonqualified options under the 1999 Plan to
purchase 218,000, 101,000, and 90,000 shares of Common Stock to Barry M. Wendt,
Gary E. Wendt, Benedict A. Wittig and Ronald A. Burgmeier, respectively. These
options were granted at an exercise price of $.9026 per share, the closing bid
price of the Company's Common Stock as reported on the OTC Electronic Bulletin
Board on the date of grant. Options to purchase 10% of the shares vested upon
issuance with the remainder vesting in semi-annual installments over the three
(3) year period commencing on the date of grant.
The Company granted nonqualified stock options under the 1999 Plan to
purchase 46,668 shares of Common Stock to Mr. Brown upon his appointment as a
non-employee director of the Company. In connection therewith, the Company
granted nonqualified stock options to purchase 42,957 shares of Common Stock to
Dr. Hammargren. These options were issued at an exercise
13
price of $.969 per share, the closing bid price of the Company's Common Stock as
reported on the OTC Electronic Bulletin Board on the date of grant. These
options vest in five (5) equal annual installments commencing one year after the
date of grant.
14
SEVERANCE AGREEMENT WITH FORMER EXECUTIVE OFFICER
During October 1997, the Company terminated its Chief Operating
Officer, Timothy N. Tracey. Upon such termination, the Company entered into a
release and severance agreement pursuant to which it paid Mr. Tracey $214,840 in
1998.
SEVERANCE AGREEMENT WITH MR. FISKUM
Effective April 21, 1999, Mr. Fiskum resigned his positions as a
director and executive officer of the Company. In connection with his
resignation, the Company and Mr. Fiskum entered into a two year consulting
agreement pursuant to which Mr. Fiskum provides certain consulting services to
the Company in consideration of monthly compensation of $2,000 and continuation
of medical benefits. The agreement includes a mutual release, confidentiality
agreement and a restrictive covenant prohibiting Mr. Fiskum from competing
directly or indirectly with the Company, soliciting any current or proposed
customer of the Company or hiring or soliciting any employee of the Company for
a period of two years.
TRANSACTIONS WITH INDUSTRIAL RESEARCH DEVELOPMENT, INC.
During the fiscal years ended December 31, 1997 and 1998, the Company
purchased certain optic components from Industrial Research Development, Inc.
("IRD") totaling $35,555 and $252,077, respectively. Prior to January 1997, Mr.
Fiskum was the sole shareholder of IRD. Although he divested himself of his
ownership interest in IRD prior to the Company's initial public offering in
February 1997, the agreement of sale provided for a deferred payment contingent
upon IRD generating a certain level of revenues during 1997 and 1998 and Mr.
Fiskum remaining a director of IRD until on or about August 12, 1998. The
Company understands that the revenues of IRD during 1997 and 1998 (excluding
revenues from the sale of products to the Company) exceeded the minimum
requirement.
15
VOTE REQUIRED FOR APPROVAL
A plurality of the votes cast by the shares of Common Stock present in
person or by proxy is required to elect a nominee as a director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE FIVE NOMINEES
TO THE BOARD OF DIRECTORS.
PROPOSAL 2
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF SHARES OF COMMON STOCK THE COMPANY IS
AUTHORIZED TO ISSUE FROM 20,000,000 TO 50,000,000 SHARES
The Company's Board of Directors has adopted and determined to submit
to the shareholders of the Company a resolution to amend the Company's Articles
of Incorporation to increase the number of shares of Common Stock the Company is
authorized to issue from 20,000,000 to 50,000,000 shares. A true and correct
copy of the proposed amendment (the "Amendment") is attached hereto as Exhibit
"A." The statements made in this Proxy Statement regarding the Amendment should
be read in conjunction with and are qualified in their entirety by reference to
Exhibit "A."
OUTSTANDING AND RESERVED SHARES
The Company is currently authorized to issue 20,000,000 shares of
Common Stock., $.01 par value per share, of which 8,599,751 were outstanding on
the Record Date. In addition, the Company has reserved 750,000 for issuance upon
the exercise of options issued under the 1996 Plan, 2,000,000 shares for
issuance under the 1999 Plan and has issued warrants and options to purchase an
additional 760,500 shares of Common Stock. In addition, based on the current
trading price of the Company's Common Stock, the Company may be obligated to
issue up to approximately 2,000,000 or more shares of Common Stock upon the
conversion of approximately $1,500,000 principal amount of the Company's
outstanding Subordinated Convertible Debentures and approximately 1,800,000 or
more shares of Common Stock upon conversion of 13,125 shares of its Series A
Cumulative Convertible Preferred Stock. The agreement under which the preferred
shares were issued requires the Company to reserve twice as many shares of
Common Stock (currently 3,600,000) as are issuable upon the conversion of such
preferred shares. Accordingly, at this time the Company has issued or has
reserved for issuance approximately 17.9 million shares of Common Stock. For the
reasons more fully explained below, your Board of Directors believes it is in
the best interests of the Company to increase the number of shares of Common
Stock the Company is authorized to issue for the principal reason of providing
the Company with greater flexibility in financing the continued operations of
the Company.
REASONS FOR PROPOSAL
The Company is a development stage company involved in developing
biometric technology and applications. As set forth in the Company's filings
with the SEC, the Company
16
is currently in need of substantial additional capital to fund the continuing
operation of its business in order to commercialize its technology and products.
Your Board of Directors believes that the Company should have sufficient
authorized but unissued shares for issuance in connection with raising
additional capital, completing acquisitions, implementing additional employee
benefit plans and effectuating other proper business purposes. In order to meet
the continuing financial needs of the Company and complete certain business
transactions, the Company may need to issue additional shares of Common Stock
which, when coupled with the Company's existing obligations, may exceed the
number of shares the Company is currently authorized to issue. In many of these
situations, the Company may be required to act quickly, such that obtaining
timely shareholder approval to authorize the issuance of such additional shares
would not be possible. Your Board of Directors believes that it is important to
have the flexibility to act promptly and in the best interests of the
shareholders.
The additional shares of Common Stock authorized by the Amendment would
be available for issuance without further action by the Company's shareholders,
unless such action is required by applicable law or rules of Nasdaq or any stock
exchange a which the Company's Common Stock may be listed. As of the date of
this Proxy Statement, the Company's Common Stock is not listed on Nasdaq or any
stock exchange.
POTENTIAL ANTI-TAKEOVER EFFECT
Although neither the Board of Directors nor the management of the
Company views this proposal as an anti-takeover measure, the Company could use
authorized but unissued Common Stock to frustrate persons seeking to effect a
takeover or otherwise gain control of the Company. For example, the Company
could privately place shares of the Common Stock with purchasers who might side
with the Board of Directors in opposing a hostile takeover bid or issue shares
to a holder which would, thereafter, have sufficient voting power to assure that
any proposal to amend or repeal the Bylaws or certain provisions of the Article
of Incorporation would receive the requisite vote. Notwithstanding the potential
anti-takeover effect of the authorization of additional Common Stock, the Board
of Directors believes it is in the best interest of the Company to increase the
number of authorized shared of Common Stock to further general corporate
purposes as described above.
VOTE REQUIRED FOR APPROVAL
Under applicable Minnesota law and the Articles of Incorporation,
approval of the Amendment requires the affirmative vote of at least a majority
of the outstanding shares of Common Stock voting together as a single class. An
abstention or failure to vote on this proposal is not an affirmative vote and
will, therefore, have the same effect as a negative vote on this proposal at the
Meeting.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THE
COMPANY IS AUTHORIZED TO ISSUE.
17
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Divine, Scherzer &
Brody, Ltd. to serve as the Company's independent auditors for the fiscal year
ending December 31, 1999. A representative of Divine, Scherzer & Brody, Ltd. is
expected to be present at the Meeting and will be given the opportunity to make
a statement if he or she so desires and to respond to appropriate questions from
shareholders.
In the event that the Company's shareholders fail to ratify the
appointment of Divine, Scherzer & Brody, Ltd., the Board of Directors will
consider another independent accounting firm, although it is under no obligation
to do so. It is understood that even if the selection is ratified, the Board of
Directors may, in its discretion, direct the appointment of a new independent
accounting firm at any time during the year if the Board of Directors believes
that such a change would be in the best interests of the Company and its
shareholders.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the shares of Common Stock
present in person or by proxy at the Meeting is required for the ratification of
Divine, Scherzer & Brody, Ltd to serve as the Company's independent auditors for
the fiscal year ending December 31, 1999.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF
DIVINE, SCHERZER & BRODY, LTD. AS INDEPENDENT AUDITORS.
18
SHAREHOLDER PROPOSALS AND OTHER MATTERS
The Company intends to hold its 2000 Annual Meeting of Shares on or
about August 25, 2000 and to mail proxy statements relating to such meeting on
or about July 10, 2000. Proposals of Shareholders relating to the Company's 2000
Annual Meeting of Shareholders must be received by the Company no later than
March 11, 2000 and must otherwise be in compliance with all applicable laws to
regulations to be included in the proxy statement relating to that meeting. Such
proposals should be directed to the attention of the Secretary of the Company at
its principal executive offices.
The Company knows of no other business that will be presented for
consideration at the Annual Meeting other than that described in this Proxy
Statement. As to other business, if any, that may properly come before the
Annual Meeting, it is intended that proxies solicited by the Board of Directors
will be voted in accordance with the judgment of the person voting the proxies.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Benedict A. Wittig
--------------------------
Benedict A. Wittig, Secretary
September [ ], 1999
19
EXHIBIT "A"
FORM OF ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SAC TECHNOLOGIES, INC.
The undersigned, desiring to amend the Amended and Restated
Articles of Incorporation of SAC Technologies, Inc., a Minnesota corporation,
pursuant to Minnesota Statutes Chapter 302A, DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is SAC Technologies, Inc.
SECOND: The following amendment to the Amended and Restated
Articles of Incorporation of SAC Technologies, Inc.
was adopted:
RESOLVED, that the first sentence of Article 5 of the
Amended and Restated Articles of Incorporation of the
Corporation, as amended to date, be restated in its
entirety to read: "The Corporation is authorized to
issue an aggregate total of fifty million
(50,000,000) Shares of voting Common Stock having a
par value of $0.01 per Share."
THIRD: That the aforesaid amendment has been approved in
accordance with the Minnesota Statutes Chapter 302A.
FOURTH: That this amendment shall become effective upon the
filing of these Articles of Amendment with the
Secretary of State of the State of Minnesota.
I certify that I am authorized to execute this amendment and I
further certify that I understand that by signing this amendment, I am subject
to the penalties of perjury as set forth in section 609.48 as if I had signed
this amendment under oath.
SAC TECHNOLOGIES, INC.
By:
--------------------------
Barry M. Wendt
Chief Executive Officer
PRELIMINARY COPY
SAC TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Barry M. Wendt, with power to appoint a
substitute and hereby authorizes him to represent and to vote all shares of
Common Stock of SAC Technologies, Inc. held of record by the undersigned on
September 6, 1999 at the Annual Meeting of Shareholders of SAC Technologies,
Inc. to be held on October 15, 1999 and at any adjournment(s) or postponement(s)
thereof, and to vote as directed on the reverse side of this form and in their
discretion upon such other matters not specified as may come before said
meeting.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX (SEE
REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD
SEE REVERSE SIDE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES FOR DIRECTORS, FOR THE AMENDMENT OF THE ARTICLES OF INCORPORATION AND
FOR THE RATIFICATION OF DIVINE, SCHERZER & BRODY, LTD. AS INDEPENDENT AUDITORS
FOR THE 1999 FISCAL YEAR.
- --------------------------------------------------------------------------------------------
1. Proposal 1
Election of Directors FOR WITHHELD
Nominees: Barry M. Wendt, Dr. Lonnie L. Hammargren, Gary / / / /
E. Wendt, Benedict A. Wittig, Jeffrey R. Brown
For, except vote withheld for the following nominee(s):
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
2. Proposal 2
Approval of amendment of SAC Technologies, Inc. Amended FOR AGAINST ABSTAIN
and Restated Articles of Incorporation to increase the / / / / / /
number of authorized shares of common stock to 50,000,000
3. Proposal 3
Ratification of the appointment of Divine, Scherzer & FOR AGAINST ABSTAIN
Brody, Ltd. to serve as the auditors for the Company for / / / / / /
the fiscal year ending December 31, 1999.
Check appropriate box Indicate changes below:
Address Change / / Name Change / /
2
The undersigned hereby acknowledges receipt of Annual Meeting and Proxy
Statement.
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.
NOTE: Please sign name(s) exactly as printed hereon. Joint owners
should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
SIGNATURE(S)
-----------------------------------------------------
,1999
-----------------------------------------------------------------
DATE
3