PLANGRAPHICS, INC.
112 East Main Street
Frankfort, KY 40601
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on Tuesday, April 29, 2003
TO THE SHAREHOLDERS OF PLANGRAPHICS, INC.:
PLEASE TAKE NOTICE that the 2003 Annual Meeting of Shareholders of
PlanGraphics, Inc. ("PlanGraphics") will be held at 10:00 a.m., Eastern Time, on
April 29, 2003 at our corporate offices located at 113 East Main Street,
Frankfort, KY 40601, for the following purposes:
1. To elect a board of four directors, each director to serve until the
next annual meeting or until the election or qualification of his
successor.
2. To transact such other business as may properly come before the
meeting or any postponements or adjournments thereof.
The Board of Directors has fixed the close of business on March 31, 2003 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the annual meeting. Only shareholders of record on such date are
entitled to notice of and to vote at the meeting or at any postponements or
adjournments thereof. The Board of Directors of PlanGraphics is soliciting your
proxy.
This Proxy Statement, the accompanying Proxy Card, the 2002 Annual Report
to Shareholders, and the Notice of Annual Meeting are first being sent to
shareholders of PlanGraphics on or about April 7, 2003. A complete list of
registered shareholders entitled to vote at the Annual Meeting will be available
for examination during business hours by any PlanGraphics shareholder for
purposes related to the Annual Meeting at our executive office located at 19039
East Plaza Drive, Suite 245, Parker, CO 80134.
Shareholders are cordially invited to attend the meeting and the
PlanGraphics product demonstration immediately following it. We encourage you to
take part in the affairs of the company either in person or by executing and
returning the enclosed proxy
A copy of the 2002 Annual Report to Shareholders is enclosed.
By Order of the Board of Directors
By: /S/ Fred Beisser
-------------------------------------------
Frederick G. Beisser, Secretary
Dated: April 1, 2003
SHAREHOLDERS UNABLE TO ATTEND THE ANNUAL MEETING ARE URGED TO DATE AND
SIGN THE ENCLOSED PROXY AND TO RETURN IT IN THE ENCLOSED ENVELOPE
PLANGRAPHICS, INC.
PROXY STATEMENT
Annual Meeting of Shareholders
April 29, 2003
GENERAL INFORMATION
We are providing this Proxy Statement to the shareholders of PlanGraphics, Inc.
("PlanGraphics"), a Colorado corporation, by order of its Board of Directors, in
connection with the solicitation of proxies to be voted at our 2003 Annual
Meeting of Shareholders. The Annual Meeting will be held at 10:00 a.m., Eastern
Time, on April 29, 2003 at our corporate office located at 112 East Main Street,
Frankfort, Kentucky 40601 for the purposes set forth in the accompanying Notice
of Annual Meeting of Shareholders. Our administrative office is located at 19039
East Plaza Drive, Suite 245, Parker, Colorado, 80134 and its telephone number is
720-851-0716.
THE PlanGraphics BOARD OF DIRECTORS IS MAKING THIS SOLICITATION. We expect to
send this Proxy Statement and form of proxy to shareholders on or about April 2,
2003. We are mailing this Proxy Statement in conjunction with the mailing of the
Annual Report. PlanGraphics will pay for all solicitation expenses.
Purposes of the Annual Meeting:
1. To elect a board of four directors, each to serve until the next
annual meeting or until the election and qualification of his
successor.
2. To transact such other business as may properly come before the
meeting or any postponements or adjournments thereof.
Receipt, Voting and Revocation of Proxies:
All proxies that are properly executed and received at or before the Annual
Meeting will be voted at the meeting. If a shareholder specifies how the proxy
is to be voted on any business to come before the meeting, it will be voted in
accordance with such specification. If no specification is made, it will be
voted FOR each of the four nominees for directors. If any other matters are
properly brought before the meeting, all proxies will be voted in accordance
with the judgment of the person or persons voting them.
Any proxy may be revoked by a shareholder by: 1) a later dated and executed
proxy properly delivered to the Secretary of PlanGraphics two business days
before the proxy has been voted; 2) a written notice of revocation delivered to
Secretary of PlanGraphics two business days prior to the Annual Meeting; or 3)
by appearing in person at the Annual Meeting and revoking the proxy before the
proxy has been voted.
The Board of Directors is soliciting the enclosed proxy on behalf of
PlanGraphics. The cost of preparing, assembling, mailing and soliciting proxies
and other related expenses will be borne by PlanGraphics. PlanGraphics intends
to request banks, brokerage houses, custodians, nominees and other fiduciaries
to forward copies of these proxy materials to those persons for whom they hold
shares. In addition to solicitation by mail, certain officers and employees of
PlanGraphics who will receive no compensation for their services other than
their regular salaries, may solicit proxies in person or by telephone.
Record Date, Shares Outstanding, Voting Rights:
Only shareholders of record at the close of business on March 31, 2003 will be
entitled to vote at the meeting. As of that date there were 97,214,814 shares of
common stock, no par value, issued and outstanding. Each share is entitled to
one vote on all matters submitted to the shareholders. The shareholders do not
have cumulative voting rights in the election of directors.
The presence at the Annual Meeting, in person or by proxy, of the holders of
one-third of the shares outstanding on the record date will constitute a quorum.
The affirmative vote of a plurality of votes cast at the meeting is required for
the election of directors. Votes will be counted by our transfer agent,
Computershare Investor Services, Inc. Abstentions and broker non-votes are
included in determining the presence or absence of a quorum, but are not
considered votes in favor of items of business. If your shares are held in a
brokerage account, please vote on each of the proposals and submit your proxy
according to your broker's procedures in a timely manner. Your vote is very
important to the future of PlanGraphics.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 31, 2003,
regarding beneficial ownership of PlanGraphics' common stock: (a) by each person
who owns of record (or is known by PlanGraphics to own beneficially) more than
5% of the common stock or as to which he or she has the right to acquire within
60 days of March 31, 2003; (b) by each director and named executive officers of
PlanGraphics; and (c) by all directors and executive officers as a group. Except
as otherwise indicated, PlanGraphics believes that the beneficial owners of the
common stock listed below, based upon information furnished by such owners, have
sole investment and voting power with respect to the shares.
Security ownership of certain beneficial owners:
Amount & Nature of
Name of Beneficial Owner Beneficial Ownership Percentage of Class
------------------------ -------------------- -------------------
ICTS 1994 (USA), Inc.(1) 17,142,857 17.6%
One Rockefeller Plaza, Suite 2412
New York, NY 10020
- ----------
(1) According to information on Schedule 13G filed with the SEC on March 21,
2002, ICTS 1994 (USA) Inc., a corporation organized in the State of New
York, holds 17,142,857 shares of our Common Stock. Based upon information
in that filing, M. Albert Nissim, President, has sole voting control over
the corporation.
Security ownership of management:
Name and Address of Amount & Nature of Percentage of
Beneficial Owner(1) Beneficial Ownership Class
------------------- -------------------- -----
John C. Antenucci 8,384,024 (2) 7.9%
President, Acting CEO and Director
Frederick G. Beisser 1,416,193 (3) 1.4%
Vice President - Finance &
Administration, Secretary and
Treasurer
Gary S. Murray 18,438,595 (4) 15.9%
Chairman and Director Sole voting power only
Raymund E. O'Mara 448,576 (5) 0.5%
Director
J. Gary Reed 1,370,871 (6) 1.4%
Chief Operating Officer of PGI-MD
William S. Strang 5,714,286 (6) 5.6%
Director
All Directors and Officers 35,772,545 26.9%
As a group (6 persons)
2
- ----------
(1) Unless otherwise noted, the address for the individual listed is c/o
PlanGraphics, Inc., 112 East Main Street, Frankfurt, Kentucky 40601.
(2) Includes 1,943,719 shares issuable uponexercise of options, 96,000 shares
issuable upon warrants and 13,000 shares owned by Mr. Antenucci's spouse,
for which he is deemed to be a beneficial owner.
(3) Includes 920,293 shares issuable uponexercise of options and 16,000 shares
issuable upon exercise of warrants.
(4) Consists of 7,116,246 shares of common stock held outright, 336,250 shares
issuable upon exercise of options, 10,586,099 shares and warrants to
purchase 405,000 shares owned by HumanVision L.L.C. Mr. Murray, as a member
and managing director, is a control person of HumanVision L.L.C.
(5) Includes 40,000 shares issuable upon exercise of options and 100,000 shares
issuable upon exercise of warrants.
(6) Includes 1,322,156 shares issuable upon exercise of options and warrants to
purchase 4,000 shares.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
John C. Antenucci, President and a director of PlanGraphics, is a 10% partner in
the organization that owns the facilities in Frankfort, Kentucky, leased by our
subsidiary, PlanGraphics, Inc., a Maryland Corporation ("PGI-MD"). The annual
lease cost is approximately $327,000 per year for 20,500 square feet. PGI-MD
entered into the lease in 1995, prior to the acquisition by PlanGraphics. When
entered into, the lease rate exceeded the fair market value for similar
facilities in the area by approximately 20%. This transaction, however, was
considered to be in the best interests of PGI-MD at that time by the
disinterested members of its Board of Directors. During fiscal year 2002, we
settled a claim by the landlord in which we made an advance payment against the
lease and accrued interest in a total amount of $183,272.
Mr. Antenucci personally guaranteed an obligation of PGI-MD in connection with
our acquistion of it on September 22, 1997. As consideration for such guaranty,
PlanGraphics agreed to pay Mr. Antenucci 5% of the outstanding loan balance on
an annual basis. PlanGraphicshas not paid all monies owed to Mr. Antenucci
pursuant to this agreement and as of March 30, 2003, the outstanding balance of
the debt owed Mr. Antenucci was $20,175. The agreement was considered to be in
the best interests of PlanGraphicsPGI-MD at the time of the agreement by the
disinterested members of its Board of Directors.
Gary S. Murray, Chairman of the Board and a director of PlanGraphics, is the
principal owner and executive officer of HumanVision L.L.C. On July 1, 2001, we
entered into a consulting agreement with HumanVision L.L.C. Compensation for the
consulting services consisted of options to purchase common stock if certain
performance goals were met by June 30, 2002. The agreement also provided for a
success fee of 1.5% of the transaction value in the event of a successful merger
or acquisition of stock or assets. We also entered into a services agreement
with Mr. Murray on July 1, 2001 for his position as Chairman of the Board
including annual base compensation of $50,000 per annum paid monthly in common
stock valued at an agreed price of $0.11 per share and a grant of options to
acquire 175,000 shares of common stock each year also priced at $0.11 per share.
The parties executed a modification of the services agreement effective May 1,
2002 providing that base compensation paid in common stock ceased as of April
30, 2002 in order to align the agreement with the new standard compensation
arrangements for our non-employee directors. Presently, both agreements expire
on June 30, 2003.
3
On February 1, 2002, two officers of PlanGraphics, Frederick G. Beisser and John
C. Antenucci, borrowed $8,750 and $175,000, from PlanGraphics and PGI-MD,
respectively. Repayment of the notes is due by February 1, 2004. The borrowed
sums were used to exercise subscription rights to purchase 250,000 and 5,000,000
shares of common stock, respectively, in the rights offering that expired on the
same date. The notes receivable have been recorded as a reduction to common
stock. Each company's board of directors approved the loan of funds to its
respective officer as being in the company's best interest because it provided
greater incentives to continue employment and motivation to strive for the
success of PlanGraphics so that the value of our common stock will increase. Mr.
Beisser's note is collateralized by a lien in favor of PlanGraphics on his
residence. Mr. Antenucci's note is collateralized by his purchased shares and
our right to offset any compensation, including severance, toward payment of the
note if his employment ends. Both notes bear interest at a rate equal to one
fourth of one percent over the interest rate PlanGraphics receives on its money
market accounts. Both officers agreed not to sell the purchased shares of stock
for six months after the date of purchase. At the time of approval by the
respective board of directors, the loans were in full compliance with the rules
and regulations of the Securities and Exchange Commission.
On August 14, 2002, Human Vision, LLC agreed to provide a compensating balance
deposit of $200,000 at BB&T to facilitate a temporary increase to our line of
credit, pending our collection of certain receivables due to us from a major
local government entity. Upon collection of the receivable in February 2003, we
caused the compensating balance to be released back to Human Vision LLC. The
arrangement also entitled Human Vision LLC to interest at the rate published in
the Wall Street Journal during the period in which the compensating balance in
on deposit and is secured by a lien on our accounts receivable.
MATTERS FOR SHAREHOLDER VOTE
1. ELECTION OF DIRECTORS
The Board of Directors unanimously recommends election of the following four
nominees as directors of PlanGraphics: John C. Antenucci, Raymund E. O'Mara,
Gary S. Murray and William S. Strang. Directors hold office until the next
annual meeting of shareholders, or until their successors are elected and
qualified or their earlier death, resignation or removal. The Articles of
Incorporation, as amended, provide for a Board of Directors and authorizes the
Board of Directors to set the number of directors that comprise the board. At
present, the number of directors of PlanGraphics has been set at seven by the
Board of Directors. Four incumbent members of the present Board of Directors
have been nominated for re-election. The Board of Directors anticipates filling
the vacancies for the remaining directorships in the near future. The election
of directors requires a plurality of the votes cast at the Annual Meeting,
whether in person or by proxy. If at the time of the Annual Meeting any of the
nominees named below should be unable to serve, which event is not expected to
occur, the discretionary authority provided in the proxy will be exercised to
vote for such substitute nominee or nominees, if any, as shall be designated by
the Board of Directors.
Incumbent and Nominated Directors and Current Officers
Director
Name Age Position Since
- ---- --- -------- -----
John C. Antenucci 56 Vice Chairman, President, Acting 1997
Chief Executive Officer and Director
Raymund E. O'Mara 61 Director 1997
Gary S. Murray 56 Chairman and Director 1998
William S. Strang 46 Director 2002
Frederick G. Beisser 60 Senior Vice President - Finance, N/A
Secretary and Treasurer
J. Gary Reed 54 Chief Operating Officer, PGI-MD N/A
Biographical Sketch of Directors and Named Executive Officers
John C. Antenucci is President and Chief Executive Officer of PlanGraphics and
has been a director since November 3, 1997. He is the founder and has been the
President of PGI-MD since 1979. He is a former president of AM/FM International
(now GITA), a professional association for utility industry users of geographic
information systems. He has served as a member of the National Academy of
Sciences Advisory Committee on the Future of U.S. Geological Survey and in a
similar capacity on the Academy's Advisory Committee for Mapping Sciences. He
serves as an advisor to Ohio State University's Center for Mapping, has recently
co-authored the Manual of Geospatial Science and Technology, a text book on
geographic information systems, global positioning systems and remote sensing,
and was editor and co-author of on an earlier textbook on geographic information
systems. Mr. Antenucci holds an MS in Civil Engineering/Water Resources from
Catholic University of America in Washington, D.C. and a Bachelor of Civil
Engineering from the same institution.
4
Frederick G. Beisser joined PlanGraphics' predecessor, DCX Inc, as Chief
Financial Officer in July 1990 and was promoted to Vice President - Finance and
Administration, on March 28, 1997 and to Senior Vice President - Finance
effective January 1, 2002. He was elected to the Board of Directors in March
1991 at which time he also became Treasurer and was subsequently appointed
Secretary on October 1, 1991. Mr. Beisser's directorship ended on April 30,
2002. Mr. Beisser is a Colorado Certified Public Accountant. Prior to joining
PlanGraphics he held financial management and controller positions with the U.S.
Air Force in the United States and abroad. Retired with the rank of Major in
1989, he holds a Ph.D. from American International University in Canoga Park,
California, an MBA from Golden Gate University in San Francisco and a BS in
Business Administration from the University of Southern Colorado in Pueblo,
Colorado. In addition, Mr. Beisser has a diploma from the Air War College. He is
also a member of the Board of Directors of Environmental Energy Services, Inc.
(formerly Wastemasters, Inc.) of El Reno, Oklahoma.
Raymund E. O'Mara has been a director of PlanGraphics since November 3, 1997. He
has been a principal with Booz Allen & Hamilton, consultants, since 1996. Prior
to joining Booz Allen & Hamilton, Mr. O'Mara retired from the U.S. Air Force in
1994 with the rank of Major General. From 1993 until his retirement, he was
Director, Defense Mapping Agency, Bethesda, Maryland and prior to that served as
Vice Commander in Chief, Atlantic Command, Norfolk Virginia for two years. Mr.
O'Mara holds a Master of Arts from State University of New York at Plattsburgh,
New York and a BS in Electrical Engineering from the New Jersey Institute of
Technology at Newark. Mr. O'Mara is chairman of the Compensation Committee and a
member of the Audit Committee.
Gary S. Murray was appointed Chairman of the Board of Directors on July 6, 1999
and has served as a director of PlanGraphics since June 26, 1998. Mr. Murray is
the founder and managing member of HumanVision L.L.C., an advisory and
investment firm located in Landover, Maryland. He was also co-founder and a
principal of Timebridge Technologies (Lanham, Maryland), an e-commerce firm
specializing in database and network services that was acquired by Dimension
Data Holdings PLC in November 2000. Mr. Murray was founder, chairman and
president of systems integrator Sylvest Management Systems (Lanham, Maryland)
until its acquisition by Federal Data Corporation in June 1997. He holds a BBA
from Howard University, Washington, D.C. Previously a Certified Public
Accountant and auditor with a "Big 8" public accounting firm, Mr. Murray is a
member of the Audit Committee.
J. Gary Reed is the Chief Operating Officer of PGI-MD. He was formerly a
director of PlanGraphics from November 2, 1997 until April 30, 2002. Mr. Reed
has been employed by PGI-MD in several capacities since 1995. Prior to joining
PGI-MD, he held several executive positions during a twenty-one year career with
Geonex Corporation and was named President of that corporation in 1994. Mr. Reed
holds an MBA from the Keller Graduate School of Management in Chicago and a BS
in Biology from Virginia Polytechnic Institute and State University in
Blacksburg, Virginia.
William S. Strang, was elected to the Board of Directors on April 30, 2002. He
is President of and Chief Executive Officer of NetStar1, a network integration
company in Rockville, Maryland. Prior to that, he was President, North America,
of Dimension Data plc, a leading global network services and e-Commerce
solutions provider, from October 2000 until June 2001, and from June 1997 until
October 2000 he was President & CEO of TimebridgeTechnologies, Inc. of Lanham,
Maryland, a leading provider of network engineering, Oracle database consulting,
and information technology integration services. Mr. Strang holds a Bachelor of
Business Administration from Eastern Kentucky University. Mr. Strang is the
chairman of the Audit Committee and a member of the Compensation Committee.
Other Associations
During the past five years, one principal of PlanGraphics has served as a
principal of the following reporting issuer during the periods and in the
capacities noted below:
Principal Reporting Issuer Capacity Period
- --------- ---------------- -------- ------
Frederick G. Beisser Environmental Energy Director March 1999 to present
Services, Inc. (FKA:
Wastemasters, Inc.)
5
Board Committees and Meetings
The Board of Directors met 6 times during Fiscal Year 2002. Each of
PlanGraphics' directors attended (either in person or by telephone) at least 75%
of the aggregate number of meetings of the Board of Directors held during fiscal
year 2002. During fiscal year 2002 the Board had two committees, an audit
committee and a compensation committee.
Compensation Committee. The Compensation Committee administers PlanGraphics'
executive compensation program. It reviews, recommends and makes recommendations
to the Board of Directors as to the amount and form of executive officer
compensation and also administers PlanGraphics' stock option plans. The
Compensation Committee is comprised of Messrs. O'Mara (its Chairperson), Strang
and Murray. None of these directors have ever served as an officer of
PlanGraphics or its subsidiaries. Further, no interlocking relationship exists
between members of the Compensation Committee and the Board of Directors or the
compensation committee of any other company, nor has such interlocking
relationship existed in the past. The committee met twice during the fiscal year
2002.
Audit Committee. The audit committee of the Board of Directors reports to the
board regarding the appointment of PLANGRAPHICS's independent public
accountants, the scope and results of its annual audits, compliance with
accounting and financial policies and management's procedures and policies
relative to the adequacy of internal accounting controls. During fiscal 2002,
the audit committee consisted of Messrs. Strang (its Chairperson), Murray and
O'Mara. On January 15, 2002 the Board of Directors adopted a written Audit
Committee Charter that, on March 21, 2003, was amended and restated. A copy of
the Amended and Restated Audit Committee Charter is included as Appendix A and
is also available on the investors' page of our website at www.PlanGraphics.com.
The Audit Committee's members have never been executives or employees of
PlanGraphics or its subsidiary. Each member meets the independence rules as
established by Rule 121(A) of the American Stock Exchange ("AMEX") listing
standards and the Audit Committee meets the requirements of Rule 121(B) for
Audit Committees of the AMEX listing standards. During Fiscal Year 2002, the
audit committee formally met two times.
We are providing the following Audit Committee Report in accordance with the
rules and regulations of the SEC. According to those rules and regulations, this
report shall not be deemed to be "soliciting material" or to be "filed" with the
SEC, subject to Regulation 14A or 14C promulgated by the SEC or subject to the
liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
The following is the report of our Audit Committee with respect to our audited
financial statements for the fiscal year ended September 30, 2002, included in
our Annual Report on Form 10-KSB for that year, as well as our unaudited
quarterly financial statements for fiscal 2002.
Notwithstanding anything to the contrary set forth in any of PlanGraphics'
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934, that might incorporate future filings, including this proxy statement,
in whole or in part, the following Report of the Audit Committee and the Board
Compensation Committee Report shall not be deemed to be incorporated by
reference into any such filings and shall not otherwise be deemed to be filed
under such Acts.
REPORT OF THE AUDIT COMMITTEE
PlanGraphics' management is responsible for the internal controls and financial
reporting process for PlanGraphics, Inc. The independent accountants for
PlanGraphics are responsible for performing an independent audit of the
financial statements in accordance with generally accepted auditing standards
and to issue a report on those financial statements. The Audit Committee's
responsibility is to monitor and oversee these processes. In connection with its
responsibilities under its charter, the Audit Committee:
o Reviewed and discussed the audited financial statements of
PlanGraphics for fiscal year 2002 with management.
o Discussed with PlanGraphics' independent auditors those matters
required to be discussed by AICPA Statement on Auditing Standards No.
61 (required communication by external auditors with audit
committees). Our discussions with the independent auditors included,
among other things, discussions relating to the auditor's
responsibility under generally accepted auditing standards, the
processes used by our management in formulating accounting estimates,
significant adjustments made during the audit, any disagreements with
our management and any difficulties encountered by the independent
auditors in performing the audit.
o We have also received and reviewed written disclosures from the
independent auditors relating to any and all relationships between
them and PlanGraphics, and we discussed with the auditors any
relationship that might affect the objectivity or independence of the
independent auditors as required by Independence Standards Board
Standard 1. Based on those discussions, we are not aware of any
relationship between the independent auditors and PlanGraphics that
affects the objectivity or independence of the independent auditors.
6
o Recommended, based on the discussions and review noted above, to the
Board of Directors that the audited financial statements for fiscal
year 2002 be included in PlanGraphics' Annual Report on Form 10-KSB
for filing with the SEC.
o Recommended, based upon responses to our request for proposals sent to
a number of qualified accounting firms and upon other factors, that
Grant Thornton LLP be retained for the audit of PlanGraphics'
financial statements for fiscal year 2002 and for the review of
quarterly reports for the periods beginning with the quarter ended
March 31, 2002.
This report is submitted by the members of the audit committee.
William S. Strang (Chairman)
Gary S. Murray
Raymund E. O'Mara
BOARD COMPENSATION COMMITTEE REPORT
The Compensation Committee (the "Committee") of the Board of Directors
administers PlanGraphics' executive compensation program. The Committee reviews,
recommends and approves changes to PlanGraphics' compensation policies and
programs, makes recommendations to the Board of Directors as to the amount and
form of executive officer compensation, and also administers PlanGraphics' stock
option plans.
General Compensation Philosophy. PlanGraphics' compensation programs are
designed to align compensation with PlanGraphics' performance and increases in
shareholder value as measured by the PlanGraphics' stock price and to enable
PlanGraphics to attract, retain and reward executives and employees needed to
accomplish its goals. The Committee believes that executive pay should be linked
to PlanGraphics' overall performance. Accordingly, PlanGraphics provides an
executive compensation program that includes base pay, long-term incentive
opportunities through the use of stock options and, in some cases, at-risk
incentive cash bonuses.
Base Salary. Base salary is designed primarily to be competitive with base
salary levels in effect at information services and technology companies that
are of comparable size to PlanGraphics and with which PlanGraphics competes for
executive personnel. Fiscal year 2002 salaries for executive officers were
determined on an individual basis by evaluating each executive's scope of
responsibility, performance, prior experience and salary history, as well as
salaries for similar positions at comparable companies.
Cash Performance Awards. Cash performance awards, such as at-risk incentive
bonuses, are tied to the achievement of performance goals, financial or
otherwise, established by the Committee. In establishing fiscal year 2002
performance goals for at-risk bonuses, the Committee considered several factors
including the position held by the executives, total compensation paid by
comparable companies to similarly situated executives, the performance potential
of the executive, and the desired growth and success of the PlanGraphics. Such
targets are intended to encourage the achievement of PlanGraphics' financial and
operational performance measures.
Stock Options. In order to link the interests of PlanGraphics' shareholders with
senior management and other employees, PlanGraphics maintains stock option
plans. PlanGraphics believes that the practice of granting stock options is
essential to retaining and recruiting the key talent necessary at all employee
levels to ensure its success.
The number of shares subject to stock option grants is within the discretion of
the Committee. In determining the size of stock option grants, the Committee
considers the recipient's responsibilities, their expected future contribution
to PlanGraphics' performance and the number of shares that continue to be
subject to vesting under outstanding options. For FY 2002, options were granted
to the executive officers as described in the summaries of their employment
agreements. Stock options typically have been granted to executive officers when
the executive first joins PlanGraphics. At the discretion of the Committee,
executive officers may also be granted stock options to provide greater
incentives to continue their employment with PlanGraphics while striving to
increase the value of PlanGraphics common stock. In the aggregate, PlanGraphics'
Named Executive Officers received options at the renewal of their employment
agreements to purchase a total of 3,261,258 shares, or 62% of the total options
granted to employees for 2002. The stock options generally are exercisable over
a five-year period and are granted at a price equal to the fair market value of
PlanGraphics' common stock on the date of grant.
7
Compensation for the Chief Executive Officer. Mr. Antenucci's base salary and
long-term incentive awardsfor fiscal year 2002 were determined by the Committee
in accordance with the principles outlined above. The committee believes that
the employment agreement terms are also consistent with norms for similar
companies of comparable size in the industry. Mr. Antenucci has a large personal
stake in PlanGraphics through his ownership of 6,045,102 shares of common stock.
He also has options to acquire additional shares of Common Stock. With this
sizeable ownership position, a very substandial percentage of Mr. Antenucci's
personal net worth is tied directly to the PlanGraphics' performance.
Internal Revenue Code Section 162(m) Limitation. Under Section 162(m) of the
Code, federal income tax deductions of publicly traded companies may be limited
to the extent total compensation (including base salary, annual bonus,
restricted stock awards, stock option exercises and non-qualified benefits) for
certain executive officers exceeds $1 million in any one year. The Committee
intends to design the Company's compensation programs so that the total
compensation paid to any employee will not exceed $1 million in any one year.
Compensation Committee
Raymund E. O'Mara
Gary S. Murray
William S. Strang
Section 16(a) Beneficial Ownership Reporting Compliance
Based primarily upon a review of Forms 3, 4 and 5 and written representations
submitted to PlanGraphics during and with respect to its most recent fiscal
year, we believe that all directors, officers and any beneficial owner of more
than 10 percent of PlanGraphics' registered shares are in compliance with
Section 16(a) of the Exchange Act with the exception of John C. Antenucci, and
one former director, Jeanne M. Anderson, each of whom did not timely file a Form
4 for one transaction.
Executive Compensation
Summary Compensation Table
The following table sets forth the compensation paid and accrued by PlanGraphics
for services rendered during the fiscal years ended September 30, 2002,
September 30, 2001 and September 30, 2000 to our Chief Executive Officer and
certain other executive officers, whose salaries exceeded $100,000 for services
rendered (the "Named Executive Officers").
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Other Annual Options/ LTIP
Name and Bonus Compensation SARs granted Payouts All Other
Principal Position Year Salary ($) ($) ($) (#) ($) ($)
- ------------------ ---- ---------- --- --- --- --- ---
John C. Antenucci, 2002 $175,181 - - 1,941,258(2) - -
Vice Chairman, 2001 $157,499 - - - - -
President and CEO 2000 $138,219 - - - - -
J. Gary Reed, 2002 $124,211 - 1,320,000(2) - -
Chief Operating 2001 $103,499 $8,000 - - - -
Officer of PGI-MD 2000 $96,104 $8,000 - - - -
- ----------
(1) The quantities of stock options granted during FY 2002 to Mr. Antenucci and
to Mr. Reed, pursuant to their Employment Agreements in exchange for
relinquishing certain anti-dilution rights relative to stock option
entitlements contained in their prior employment agreements, which had been
held in abeyance since June 30, 1998.
8
We do not have a long term incentive plan or a defined benefit or actuarial form
of pension plan.
Option/SAR Grants in Last Fiscal Year
The following table sets forth the stock option grants made to the Named
Executive Officers during fiscal year 2002.
Number of securities Percent of total
underlying options/SARs granted
options/SARs granted to employees in Exercise or base
Name (#) fiscal year Price ($/Share) Expiration Date
---- --- ----------- --------------- ---------------
John C. Antenucci,
President and CEO 1,941,258 37% $0.07 April 30, 2007
J. Gary Reed,
Chief Operating
Officer of PGI-MD 1,320,000 25% $0.03 December 31, 2006
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
---- ------------ ------------------ ------------- -------------
John C. Antenucci, - - 1,943,719/ 0(1) -
President and CEO
J. Gary Reed, Director
and Chief Operating
Officer of PlanGraphics - - 1,322,156/0(2) -
- ----------
(1) In accordance with his employment agreement dated May 1, 2002, Mr.
Antenucci received fully vested stock options to purchase 1,941,258 shares
of our common stock at an exercise price of $0.07 on May 1, 2002. Mr.
Antenucci also has another 2,461 options that were previously granted
during his employment. As noted below under Employment Agreements, Mr.
Antenucci is entitled to future grants of stock options annually and if
certain performance goals are met.
9
(2) In accordance with his employment agreement dated January 1, 2002, Mr. Reed
received fully vested options to purchase 1,320,000 shares of our common
stock at an exercise price of $0.03 per share. Mr. Reed also has 2,156
options that were previously granted during his employment.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information as of September 30, 2002,
with respect to compensation plans under which shares of PlanGraphics' common
stock may be issued.
(a) (b) (c)
Plan Category Number of securities to be Weighted average exercise Number of securities
issued upon exercise of price price of outstanding remaining available for
outstanding options, options, warrants and rights. future issuance under
warrants and rights. equity compensation plans
(excluding securities re-
reflected in column (a)).
Equity Compensation plan
approved by security
holders. 6,262,920 $0.07 4,565,194
Equity Compensation plans
not approved by security
holders 5,596,331 $0.20 --
--------- ----- ---------
Total 11,858,251 $0.14 4,565,194
========== ===== =========
Following are the features of the equity compensation plans not approved by
shareholders:
The total of 5,596,331 outstanding represents warrants issued as follows:
Advisory Services. Warrants were issued in fiscal 2002 to acquire a total
of 3,857,212 shares of common stock in exchange for advisory services
related to our shareholder rights offering. A total of 973,166 warrants
were issued from fiscal 1999 through 2001 for advisory and consulting
services.
Private Offerings. Warrants were issued during fiscal years 2000 through
2001 to acquire 765,953 shares of common stock pursuant to the terms of
private offerings completed during those fiscal years.
Employment Contracts and Termination of Employment and Change-in-Control
Agreements.
Mr. Antenucci.
We entered into a three-year employment agreement with John C. Antenucci,
effective May 1, 2002 to continue his employment as President and CEO of
PlanGraphics. The agreement set Mr. Antenucci's base salary at $157,000 per year
with provisions for certain incentive bonuses consisting of an amount equal to
1.5% of amount by which revenues exceed targeted revenues, an amount equal to
10% of the amount by which net income exceeds zero, an additional general
performance bonus paid in either cash or stock options that may not exceed 15%
of salary for the year for the former and may not exceed 0.5% of outstanding
shares if paid in options and a stock appreciation award in stock options to
acquire 0.5% of outstanding shares on the first occasion that the closing price
of PlanGraphics remains at or above 25 cents per share for 30 consecutive days,
1% of outstanding shares upon first occasion that the closing price remains at
or above 50 cents for 30 days and 2% of outstanding shares on the first occasion
that PlanGraphics is listed on NASDAQ, AMEX or NYSE . Compensation may be
increased or decreased from time to time by the board of directors but may not
be reduced by more that 10%. In exchange for relinquishing his entitlement to
anti-dilution stock options for the period subsequent to June 30, 1998 contained
in his prior employment agreement that had not been granted and for which the
issue of such options had been held in abeyance, Mr. Antenucci also received a
one time grant of options equal to 2% of the outstanding shares on the date of
10
his agreement to acquire shares of common stock at an exercise fee of seven
cents, an entitlement to further grants of options on each anniversary of the
agreement equal to 1% of the outstanding shares to be immediately fully vested
and priced at the closing price on such anniversary date and the right upon
termination of the agreement to two computers with related peripheral and
communications devices not to exceed $10,000. The agreement provides for
continuation of compensation upon termination for convenience of the company,
for resignation upon change of control or non-renewal at an amount equal to one
month of compensation for each year of service to the corporation; upon
resignation of the executive or upon death or disability equal to three months
compensation. Mr. Antenucci is also entitled to life insurance in the amount of
$1,000,000 plus $250,000 AD&D paid by the company, automobile allowance of $450
per month and reimbursement of expenses and fees incidental to his position. In
addition, as compensation for his guarantee of company debt, he is to receive at
the end of each fiscal year compensation equal to 5% of the weighted average of
the amount of debt that was personally guaranteed by him, paid in the form of
cash or stock options and if paid in options they will be priced at the closing
price of PlanGraphics at the day prior to grant.
Mr. Beisser.
We entered into a new one-year employment agreement with Frederick G. Beisser,
effective January 1, 2002 to continue his employment as Senior Vice
President--Finance of PlanGraphics, which has been extended through December 31,
2003. The agreement set Mr. Beisser's base salary at $66,000 per year with
provisions for bonuses up to 20% of base salary if certain goals are achieved.
Compensation may be increased or decreased from time to time by the board of
directors but may not be reduced by more that 10%. In exchange for relinquishing
his entitlement to anti-dilution stock options for the period subsequent to June
30, 1998 contained in his prior employment agreement that had not been granted
and for which the issue of any such options had been held in abeyance, Mr.
Beisser received a one time grant of options to acquire 880,000 shares of common
stock at an exercise fee equal to the closing price of three cents per share on
January 1, 2002 or the most recent closing price preceding that date. The
agreement provides for continuation of compensation upon termination for
convenience of the company, for resignation upon change of control or
non-renewal at an amount equal to one month of compensation for each year of
service to the corporation; upon resignation of the executive or upon death or
disability equal to three months compensation. Mr. Beisser is also entitled to
life insurance in the amount of $150,000 plus $100,000 AD&D paid by the company,
automobile allowance of $225 per month and reimbursement of expenses and fees
incidental to his position
Mr. Reed.
We entered into a one-year employment agreement with J. Gary Reed, effective
January 1, 2002 to continue his employment as Senior Vice President--Chief
Operating Officer of PGI-MD, which has been extended through December 31, 2003.
The agreement set Mr. Reed's base salary at $125,000 per year with provisions
for bonuses up to 40% of base salary if certain goals are achieved. Compensation
may be increased or decreased from time to time by the board of directors but
may not be reduced by more that 10%. In exchange for relinquishing his
entitlement to anti-dilution stock options for the period subsequent to June 30,
1998 contained in his prior employment agreement that had not been granted and
for which the issue of any such options had been held in abeyance, Mr. Reed
received a one time grant of options to acquire 1,220,000 shares of common stock
at an exercise fee equal to the closing price of three cents per share on
January 1, 2002 or the most recent closing price preceding that date. The
agreement provides for continuation of compensation upon termination for
convenience of the company for 12 months, upon resignation of the executive or
absence of renewal or extension by the company for six months, and upon death or
disability for three months. Mr. Reed is also entitled to life insurance in the
amount of $250,000 plus $100,000 AD&D paid by the company, automobile allowance
of $250 per month and reimbursement of expenses and fees incidental to his
position.
Director Compensation
Our directors who are employees of PlanGraphics or its subsidiaries do not
receive any compensation for their services as directors. Through April 1, 2002,
non-employee directors received cash compensation for board and committee
meetings in addition to options to purchase common stock granted upon election
to the board. Effective May 1, 2002, non-employee directors no longer receive
cash payments for director or committee fees; rather, they are entitled to
standardized stock option grants on the first day of a directorship year which
begins on the date of election to the board. It is pro-rated for a new director
appointed after a board year has begun. Directors receive a grant of 200,000
options to purchase common stock at an exercise price equal to the closing price
on the date of appointment; if the director becomes a board committee chairman
the option is increased by 50%, and if the director is elected as chairman of
the board, the options are increased by 100%.
11
One former non-employee director, Ms. Jeanne M. Anderson, was compensated at a
rate of $850 per month pursuant to a previous agreement. During fiscal year
2002, Ms. Anderson received $10,200 in fees and expenses for her services as a
director during the fiscal year. Her board service ended on April 30, 2002.
Effective July 1, 2001, we entered into an Agreement for Services with Mr.
Murray for his services as Chairman of the Board. The agreement expires June 30,
2003 and provides for annual base compensation of $50,000, payable monthly in
shares of our common stock valued at the average price for the five business
days preceding the date of the agreement ($0.11). The agreement also provides
Mr. Murray with options to purchase 175,000 shares of our common stock per annum
at an exercise price of $0.11 per share, vesting in quarterly installments and
exercisable for three years from the date of the agreement. The agreement was
modified effective May 1, 2002 to prospectively terminate the base compensation
and harmonize the agreement with the standard fees for non-employee directors.
During fiscal year 2002, Mr. Murray received $41,667 in fees for his services as
chairman and director that were paid in the form of unregistered common stock.
INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER MATTERS
Auditors
Our present independent public accountants are Grant Thornton LLP. Previously
the firm of BDO Seidman, LLP, Certified Public Accountants, audited the
financial statements of PlanGraphics for the periods ended September 30, 2000
and 2001. Effective March 15, 2002 we released them as our auditors and on March
26, 2002 engaged Grant Thornton LLP to serve as our independent auditors for the
current fiscal year. Grant Thornton LLP will also provide such other services as
may be necessary during their engagement. We expect a representative of Grant
Thornton LLP to be present at the annual meeting at which time they will have
the opportunity to make a statement if they so desire and will respond to
appropriate questions. We do not expect BDO Seidman, LLP to be present.
Fees paid to our principal independent auditors.
The following table sets forth the categories of fees paid to our principal
accountants during fiscal years 2001 and 2002.
FY 2002 FY 2001
------- -------
Audit Fees $66,263 (1) $107,286
Audit-Related Fees -0- 45,972
Taxes -0- -0-
All Other Fees 7,2962 -0-
------- --------
Total Fees Paid $73,559 $153,258
1. $10,018 of the FY 2002 amount for audit fees was payable to BDO
Seidman, LLP and the balance to Grant Thornton LLP. All of the FY 2001
amounts were incurred for services provided by BDO Seidman, LLP.
2. Approximately $4,721 of All Other Fees for FY 2002 was paid to BDO
Seidman, LLP.
Audit Fees. These are the aggregate fees billed for each of the last two fiscal
years for professional services rendered by our principal accountant for the
audit of our annual financial statements and review of financial statements
included in our Forms 10-QSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for these fiscal years.
Audit-Related Fees. These are the aggregate fees billed in each of the last two
fiscal years for assurance and related services by our principal accountant that
are reasonably related to the performance of the audit or review of the
registrant's financial statements and are not reported under audit fee, above.
The amount for FY 2001 represents fees for accounting work in support of our
shareholder rights registration statement paid to BDO Seidman, LLP.
Tax Fees. The aggregate fees billed in each of the last two fiscal years for
professional services rendered by our principal accountant for tax compliance,
tax advice, and tax planning. Our principal accountants did not provide services
in this category.
12
All Other Fees. The aggregate fees billed in each of the last two fiscal years
for products and services provided by the principal accountant, other than the
services reported in paragraphs in the above categories. The amount for FY 2002
includes $2,575 paid to Grant Thornton LLP for accounting analyses and advice
related to stock option program and certain draft business agreements and $4,721
paid to BDO Seidman, LLP for accounting advice related to potential business
transactions.
Change in Independent Certifying Accountants
On March 11, 2002, PlanGraphics, acting on the direction and approval of its
Board of Directors, informed BDO Seidman, LLP that PlanGraphics was releasing it
as PlanGraphics' independent certifying accountants effective March 15, 2002 and
selecting another firm for those services. The reports of BDO Seidman, LLP on
PlanGraphics' financial statements for the fiscal years ended September 30, 2000
and 2001 contained no adverse opinion or disclaimer of opinion, nor were they
modified as to uncertainty, audit scope, or accounting principles, except that
the report for September 30, 2000 stated:
"The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note
1 to the consolidated financial statements, the Company's significant
operating losses and working capital deficiency raise substantial doubt
about its ability to continue as a going concern. Management's plans
regarding those matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty."
The decision by PlanGraphics to change accountants was recommended by its Audit
Committee and made pursuant to the authority granted by its Board of Directors.
Through March 11, 2002 there were no disagreements between PlanGraphics and BDO
Seidman, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of BDO Seidman, LLP, would have caused them to make reference
to the subject matter of the disagreement in connection with their report.
BDO Seidman, LLP did not advise PlanGraphics that: (1) internal controls
necessary to develop reliable financial statements did not exist; nor (2) that
information has come to their attention which made them unwilling to rely upon
management's representations, or made them unwilling to be associated with the
financial statements prepared by management; nor (3) that the scope of the audit
should be expanded significantly, or information has come to their attention
that they have concluded will, or if further investigated might, materially
impact the fairness or reliability of a previously issued audit report or the
underlying financial statements, or the financial statements issued or to be
issued covering the fiscal year ended September 30, 2002.
PlanGraphics engaged Grant Thornton LLP effective March 26, 2002, as its
independent certifying accountants. During the two fiscal years and the
subsequent interim period through that date PlanGraphics did not consult Grant
Thornton LLP regarding the application of accounting principles to any specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on PlanGraphics' financial statements, and no written or oral
advice from Grant Thornton LLP was provided to or considered by PlanGraphics in
reaching a decision as to any accounting, auditing or financial reporting issue.
There were no matters that were either the subject of a disagreement or a
reportable event as contemplated in Regulation S-B, Item 304(a)(1)(iv) and the
views of Grant Thornton LLP on any issues were neither requested nor received.
BDO Seidman, LLP has provided a comment letter regarding the above and we filed
this with the SEC on Form 8-K dated March 11, 2002. Grant Thornton LLP was given
the opportunity to provide a comment letter.
Forward Looking Statements
This proxy statement contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The words "believe," "anticipate,"
"expect," "estimate," intent" and similar expressions identify forward-looking
statements. Forward-looking statements necessarily involve risks and
uncertainties, and our actual results could differ materially from PLANGRAPHICS'
current expectations include but are not limited to those factors set forth in
PlanGraphics' Annual Report on Form 10-KSB for the fiscal year ended September
30, 2002, and PlanGraphics' Quarterly Report on Form 10-QSB for the period ended
December 31, 2002, as well as PlanGraphics' 2002 Annual Report to Shareholders.
The latter is being sent to shareholders with this Proxy Statement.
13
Other Matters
PlanGraphics knows of no other business that will be presented for consideration
at the Annual Meeting other than that described above. However, if any other
business should come before the Annual Meeting, it is the intention of the
persons named in the enclosed Form of Proxy to vote the proxies in respect of
any such business in accordance with their best judgment.
Shareholder Proposals
Proposals by PlanGraphics' shareholders to be presented at the 2004 Annual
Meeting must be received by our Board of Directors no later than January 31,
2004 to be considered for inclusion in the PlanGraphics proxy statement and
proxy for that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
By: /S/ Fred Beisser
---------------------------------
Frederick G. Beisser, Secretary
Parker, Colorado
April 1, 2003
14
Appendix A
PLANGRAPHICS, INC.
AMENDED AND RESTATED
AUDIT COMMITTEE CHARTER
(Adopted on March 21, 2003)
Organization
By resolution of the Board of Directors of PlanGraphics, Inc. ("PGI") a
permanent committee of the Board of Directors known as the Audit Committee (the
"Committee") is established. The Committee shall be composed of three or more
directors, each of whom must be independent of the management of the Company. A
member of the Committee shall be deemed independent if he or she is not, and has
not been, an officer or employee of the Company or any of its subsidiaries, and
is free of any relationship that, in the opinion of the Board of Directors,
would interfere with the exercise of independent judgment as a member of the
Committee. The members of the Committee shall be appointed by the Board of
Directors and shall serve until the earlier to occur of the date on which he or
she shall be replaced by the Board of Directors resigns from the Committee or
resigns from the Board of Directors.
Each member of the Committee shall have practical knowledge of financial and
accounting matters and be able to read and understand fundamental financial
statements at the time of his or her respective appointment to the Committee. At
least one member of the Committee must have significant accounting or related
financial management proficiency achieved through previous work assignments in
those fields or through experience gained in applying accounting policies as a
chief financial officer or supervising senior officers in such positions.
Statement of Policy
The Committee shall provide assistance to the corporate directors in fulfilling
their responsibility to the shareholders, potential shareholders and the
investment community relating to corporate disclosure processes, financial
accounting policies, the reporting practices of the Company and the quality and
integrity of the financial reports of the Company. In so doing, it is the
responsibility of the Committee to maintain free and open means of communication
between the directors, the independent auditors, and the financial management of
the Company.
Responsibilities
In carrying out its responsibilities, the Committee believes its policies and
procedures should remain flexible, to best react to changing conditions and to
ensure to the Board of Directors and shareholders that the corporate accounting
and reporting practices and related disclosure processes of the Company are in
accordance with all requirements and are of the highest quality.
In carrying out these responsibilities, the Committee will:
1. Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the Company and its divisions
and subsidiaries.
2. Communicate to the independent auditors that such auditors are ultimately
accountable to the Board of Directors and the Committee, as the
representatives of the shareholders, but shall report to the Committee, who
together with the Board of Directors shall have the ultimate authority in
deciding to engage, evaluate, and if appropriate, terminate the services of
such independent auditors.
3. Provide sufficient opportunity for the independent auditors to meet with
the members of the audit committee without members of management present.
4. Submit the minutes of all meetings of the audit committee to, and discuss
the matters addressed at each committee meeting with, the board of
directors.
5. Review with the independent auditors and financial management of the
Company the scope of the proposed audit and timely quarterly reviews for
the current year and of non-audit services requested and the procedures to
be utilized.
6. Ensure receipt from the Company's outside auditors of a representation of
their independence from the Company and dislosing relationships or services
that may affect objectivity or independence. The Committee will disuss any
independence issues and take appropriate action to ensure the continued
independence of the auditors.
7. Review with the auditors and management the Company's policies and
procedures with respect to internal control reviews, accounting and
financial control procedures and related disclosure controls.
8. Review periodic reports to shareholders and the financial statements
contained in the quarterly and annual reports to shareholders with
management and the independent auditors to determine that management and
the independent auditors are satisfied with the disclosure and content of
the financial statements to be presented to the shareholders.
9. Review and approve any changes in accounting or audit principles.
10. Approve any non-audit services for which the independent auditors may be
retained.
Responsibilities of the Committee in addition to financial reporting and
disclosure processes will be to:
1. Adopt and implement procedures to address the receipt, retention and
confidential treatment of complaints from the Company's employees relating
to auditing, accounting, and other financial matters and protect such
"whistle blowers" from retaliation.
2. Periodically review with management actions taken in compliance with any
code of ethics or conduct for the Company established by the Board of
Directors. The Committee may direct the Company to take remedial,
disciplinary or other measures against executive officers and directors who
have violated the code and to promptly make appropriate public disclosure
of any waiver, or any change in, the code applicable to executive officers
and directors.
3. Investigate any matter brought to its attention within the scope of its
duties, with the authority and budget to retain outside counsel for this
purpose if, in its judgment, that is appropriate.
4. Periodically review the rules promulgated by the Securities and Exchange
Commission relating to the qualifications, activities, responsibilities and
duties of audit committees and shall take, or recommend that the Board of
Directors take, appropriate action to comply with such rules.
SAMPLE PROXY for
PLANGRAPHICS, INC.
(Logo) PLANGRAPHICS, INC. VOTE BY MAIL
112 East Main Street Mark, sign, and date your proxy card
Frankfort, KY 40601 and return it in the postage-paid
envelope we have provided or return
it to PlanGraphics, Inc., c/o ADP,
51 Mercedes Way, Edgewood, NY 11717
TO VOTE, MARK BLOCKS BELOW IN BLUE KEEP THIS PORTION FOR YOUR RECORDS.
OR BLACK INK AS FOLLOWS:
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
PLANGRAPHICS, INC.
1. ELECTION OF DIRECTORS:
To withhold authority to vote, mark
For Withhold For All "For All Except" and write the nominee's
All All Except number on the line below
[ ] [ ] [ ]
-----------------------------------------
01) John C. Antenucci
02) Gary S. Murray
03) Raymund E. O'Mara
04) William S. Strang
2. The Proxy is authorized to vote in their discretion upon such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO
ITS EXERCISE. This Proxy, when properly executed, will be voted in accordance
with the specifications indicated by the stockholder. If no indication is made,
it will be voted FOR the election of the nominees for directors listed above and
in the discretion of the Proxy upon such other matters as may properly come
before the meeting.
Yes No
Please indicate if you plan to attend the meeting [ ] [ ]
(Signature(s) should correspond exactly
with the name in which your Certificate
is issued as shown hereon. Executors,
conservators, trustees, etc., should so
indicate when signing. Return in the
enclosed envelope.)
- ------------------------------------------ -----------------------------------
| |
| |
- --------------------------------|---------| |--------------------------|-------|
Signature [Please sign within box] Date Signature [Joint Owners] Date
- --------------------------------------------------------------------------------
PLANGRAPHICS, INC.
112 East Main Street
Frankfort, KY 40601
The undersigned acknowledges receipt of the Notice and Proxy Statement dated
April 1, 2003, and hereby appoints Gary S. Murray and John C. Antenucci of
PlanGraphics, Inc. ("PlanGraphics") with full power of substitution to represent
the undersigned and to vote all shares of the common stock of PlanGraphics which
the undersigned is entitled to vote, as indicated on this Proxy at the Meeting
of Shareholders of PlanGraphics to be held on April 29, 2003 at the executive
office of PlanGraphics located at 112 East Main Street, Frankfort, Kentucky and
any postponement or adjournment thereof.