SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant /X/
Filed by a Party Other than Registrant / /
Check the Appropriate Box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only as listed by Rule
14a-6(e)(2)0
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12
EPIXTAR CORPORATION
------------------------
(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
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(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 the 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 is 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:
EPIXTAR CORPORATION
11900 Biscayne Blvd.
Miami, Florida 33181
November 7, 2003
To Our Shareholders:
The Annual Meeting of Shareholders of Epixtar Corporation, a Florida
corporation will be held at 10:00 a.m. local time on November 21, 2003, at its
corporate headquarters located at 11900 Biscayne Boulevard, Miami Florida 33181.
Enclosed is our Notice of the Annual Meeting of Shareholders, Proxy
Statement and Proxy Card. The enclosed Proxy Statement and Proxy Card contain
details concerning the business to come before the meeting, including election
of the named nominees to our Board of Directors and for the terms indicated. You
should note that, after careful consideration, our Board of Directors
unanimously recommends a vote "FOR" each of the nominees for director.
If you were a record holder of our common stock on you are eligible to
vote with respect to these matters, either personally at the meeting or by
proxy. It is important that your shares be voted, whether or not you plan to
attend the meeting, to ensure the presence of a quorum. For that reason we
request that you sign and return the Proxy Card now. A postage paid envelope is
enclosed for your convenience in replying. If you attend the meeting and wish to
vote your shares personally, you may revoke your proxy.
We look forward to reviewing our activities with you at the meeting. We
hope you can be with us.
Sincerely,
/s/ Martin Miller
------------------------
Martin Miller
Chairman of the Board
EPIXTAR CORPORATION
11900 Biscayne Blvd.
Miami, Florida 33181
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 21, 2003
To the Shareholders of Epixtar Corporation:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders of Epixtar
Corp., a Florida corporation, will be held at 10:00 a.m. local time, on November
21, 2003, at the Company's offices at 11900 Biscayne Boulevard, Miami, Florida
33181 to consider and to vote on the following matters as more fully described
in the accompanying Proxy Statement:
To elect the named nominees to our Board of Directors; and
To transact such other business as may properly come before the meeting or
any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on October 1, 2003
as the record date for the determination of Shareholders entitled to notice of,
and to vote at, the Meeting and any adjourned meetings thereof.
All Shareholders are cordially invited to attend the Meeting in person.
Your vote is important. Please fill in, date, sign and return the enclosed proxy
in the return envelope furnished for that purpose as promptly as possible,
whether or not you plan to attend the Meeting. Your promptness in returning the
proxy will assist in the expeditious and orderly processing of the proxies and
will assist in ensuring that a quorum is present or represented. If you return
your proxy, you may nevertheless attend the Meeting and vote your shares in
person if you wish. If you later desire to revoke your proxy for any reason, you
may do so in the manner described in the attached Proxy Statement.
By Order of the Board of Directors
Martin Miller
Chairman of the Board
EPIXTAR CORPORATION
11900 Biscayne Blvd.
Miami, Florida 33181
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 21, 2003
VOTING AND PROXY
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Epixtar Corporation for use at an Annual
Meeting of Shareholders to be held at 10:00 a.m. local time, on November 21,
2003, at the Company's offices at 11900 Biscayne Boulevard, Miami, Florida
33181, and any adjournments thereof. When such proxy is properly executed, dated
and returned, the shares it represents will be voted in accordance with any
directions noted thereon. If no specification is indicated, the shares will be
voted "FOR" election of the named nominees to our Board of Directors and for the
terms indicated. Any holder of record giving a proxy has the power to revoke it
at any time before it is voted by written notice to our Secretary, by issuance
of a later dated proxy, or by voting in person at the meeting. This Proxy
Statement and accompanying Proxy Card is being mailed on or shortly after
November 5, 2003, to all Shareholders entitled to vote at the meeting.
At the close of business on October 1, 2003, the record date for
determining Shareholders entitled to notice of and to vote at the meeting, the
total number of shares or share equivalents entitled to vote at our meeting is
11,315,444 consisting of 10,643,734 shares of common stock outstanding and
671,710 votes by holders of 23,511 shares of Series A Convertible Preferred
Stock outstanding. The preferred stock is entitled to vote on an as-converted
basis with our common stock, with each share of preferred being entitled to
28.57 non-cumulative votes. Each share of our common stock is entitled to one
non-cumulative vote. The total votes represented by the shares of common stock
and the votes to which the preferred stock are entitled shall be referred to as
the "Votes." The holders of the preferred stock as a class have the right to
designate and elect one director for the board, but have not done so.
Vote Required
Provided a quorum is present at the meeting (in person or by proxy) a
plurality of the Votes cast shall be sufficient to elect each nominee on the
Company's slate of directors.
For all proposals, abstentions or no votes or "Broker non-votes" with
respect to shares present and voting, in person or by proxy, at the Meeting will
be counted in tabulations of the votes cast but will have the effect of a vote
against such proposal. "Broker non-votes" are proxies received from brokers who,
in the absence of specific voting instructions from beneficial owners of shares
held in brokerage name, have declined to vote such shares in those instances
where discretionary voting by brokers is permitted.
ELECTION OF DIRECTORS OF THE COMPANY
Information Concerning Nominees
All of the nominees are presently directors of the Company. The following
table sets forth the positions and offices presently held with us by each
nominee, his age, his principal occupation and his tenure as a director:
Principal Occupation or Director
Name Age Position in the Company since
- ---- --- ----------------------- -----
Martin Miller............. 63 Chief Executive Officer 2002
David Srour............... 42 President, 2003
Chief Operating Officer
Irving Greenman........... 67 Chief Financial Officer 2000
William D. Rhodes......... 56 President Epixtar Group 2001
(a subsidiary of the Company)
David Berman.............. 58 Attorney, Partner 2002
Berman & Berman
Kenneth Elan.............. 50 Attorney 2003
Law Office of Kenneth Elan
John W. Cooney............ 68 Vice President 2003
Lionstone Group, Inc.
Set forth below is additional information concerning each nominee.
Martin Miller has been a private investor for the last five years. He also
acted as a United States manager of corporate finance for a foreign investment
group. Mr. Miller also served as an officer and director of the Company from
June 1997 through 2000 during the period in which the corporation had no
operations.
David Srour has served as the President of the Company since June, 2003.
He previously served as Vice President and Chief Operating Officer of the
Company from November 2001 through June 2003. Prior to joining the Company, Mr.
Srour was Senior Director of Information Service of Carr America Realty, a
former client of his at KPMG Consulting in McLean, Virginia, where he was a
Senior Manager from 2000 to 2001. At KPMG, Mr. Srour specialized in eCommerce,
project management and process improvement consulting services. Beginning in
1997, he spent four years at Ernst and Young LLP, providing information systems
and process improvement consulting services including back office and e-commerce
implementations for such clients as General Motors, Lehman Brothers and Simon
Property Group. Mr. Srour also has significant telecommunications experience,
including roles as Chief Operating Officer of Interactive Telecard Services,
Inc. and SmarTel Communications.
William D. Rhodes served as President of the Company from January 2001
through [June 2003]. In February 2001, Mr. Rhodes was also the founding
President of National Online Services, Inc. (presently a subsidiary of the
Company), establishing corporate infrastructure for this new Internet service
provider of "B-to-B" services, and remains the current President of National
Online and other domestic subsidiaries of the Company. Mr. Rhodes performed
consulting services for the Company from September 2000 until February 2001.
Prior to this, from February 1999 through July 2000, Mr. Rhodes served as Chief
Operating Officer of Equalnet Communications Corp. in Houston, Texas with
responsibility for all company operations including customer care, billing,
provisioning and networks. From 1996 until 1999, Mr. Rhodes served as President
and Chief Operating Officer of Valu-Line Communications in Longview, Texas. Mr.
Rhodes has an MSEE and BSEE from the University of Missouri at columbia and has
been involved in state-of-the-art electronics, navigation and communication
projects throughout his career including 20 years with Rockwell International.
2
Irving Greenman has been an officer of the Company from 2000 to the
present, acting in the capacity of President and Chief Executive Officer from
that time until September 2002 and as Chief Financial Officer throughout the
period. He served in various executive positions, including Chief Financial
Officer and Chief Executive Officer, for the past twenty-five years. He was
Chief Financial Officer for Kaleidoscope Media Group, Inc. (an Entertainment
Company) from January 1998 through December 31, 1999. He held a similar position
with Medica Media and Healthcare International from 1988-1998, companies in the
healthcare field. Mr. Greenman is a Certified Public Accountant in New York and
in Florida.
David Berman is a practicing attorney in Miami, Florida and the Company's
outside director. Since 1983, Mr. Berman has been a partner in Berman & Berman,
a partnership in Miami, Florida specializing in tax law and business planning.
Prior to this he was a member of the firm of Bedzow & Korn of Miami.
Kenneth Elan has been a practicing attorney in New York City for over
twenty-five years. For the last five years he has been a sole practitioner
specializing in litigation concentrating in corporate and commercial litigation.
John W. Cooney has been a Vice President for Lionstone Group, Inc., owner
of the Seville and the Ritz-Carlton Hotels on Miami Beach, DuPont Plaza in
Miami, Sheraton Curacao Resort, Princess Beach Resort Curacao, and Holiday Inn
Aruba, since 2000. From 1997 through 2000, he was President of Westbourne, Inc.,
an import-export company. He retired in 1997 from Coopers & Lybrand's Miami
office where he served as Senior Tax Partner. While with Coopers & Lybrand, he
served on several committees in the firm, having responsibility for review of
all real estate tax oriented investments in which the firm was involved. Mr.
Cooney provides tax and financial consulting services specializing in taxation,
including foreign taxation, real estate and partnerships. Mr. Cooney has
provided expert witness testimony in many proceedings involving real estate,
condominium conversions and other related matters.
Identification of Executive Officers as of September 30, 2003 who are not
Directors or nominees)
Name Age Position(s)
- ---- --- -----------
Richard Sablon............ 43 Vice President
Gerald Dunne.............. 42 Executive Vice President
Harry Fozzard............. 37 Vice President-Marketing
Kurt J. Protzman.......... 37 Vice President-Business Development
Sneharthi Roy............. 39 Vice President-Call Center Operations
Deborah Gambone........... 51 Secretary
Richard Sablon is a vice president. Mr. Sablon was previously vice
president and chief telephony engineer for Equalnet Communications Corp. of
Houston, Texas from 1998 to 2000. From 1994 through 2001, Mr. Sablon was the
President of Dominator Technologies, Inc. of Miami, Florida which engaged in
telecommunications consulting. Mr. Sablon was also a founder of FreeCaller
Communications, a patented advertiser-sponsored long distance service. From 1990
to 1993, Mr. Sablon was the chief executive of Telecaribe Communications, Inc.,
a company that provided the first post-embargo commercial direct-dial service to
Cuba from the United States.
Gerald M. Dunne is Executive Vice President of the Company and has been an
executive since 2001. He was formally the Chairman and Chief Executive Officer
of Group Long Distance Inc., a NASDAQ-traded long distance reseller from 1988
through 1999. Mr. Dunne led the Company to over 200,000 residential and small
business subscribers before leaving to become employed by us. Mr. Dunne also
previously worked in the Acounting Department of Union Carbide Corporation in
Danbury, Connecticut.
Harry Fozzard is the Chief Marketing Officer of the Company and since
mid-2002 has held various executive positions. He joined the Company from
LeanForward, Inc. of Houston, Texas where he was Chief Executive Officer from
2001 to 2002. From 2000 to 2001 he was Vice President of the eBusiness Group of
HTE8 of Houston, Texas and from 1998 to 2000, he was an independent consultant
for Equalnet Communications Corp.
Kurt J. Protzman has been employed by us since July 2003 as Senior Vice
President of Business Development. From July 2001 to 2003, he was Chief
Executive Officer and owner of Direct Marketing
3
Development, Inc. which provided consulting, business development, and direct
marketing services. He was employed by Sitel Corporation of Omaha, Nebraska as
Vice-President of Strategic Accounts from 1999 to 2001. He also served as a
General Manager for Sitel. From 1997 through 1999, he was Vice President and
General Manager of TransComUSA, Inc. of Indianapolis, Indiana, managing a call
center with over 2,500 work stations.
Sneharthi Roy has been our Vice President of Call Center Operations since
July, 2003. From 2001 to 2003, he was employed as head of Call Center Operations
for HCL Information Systems Ltd. of India. From 2000 to 2001 he was General
Manager of Globsyn Technologies Ltd. He was regional manager of Atlas Copco AB
Sweden from 1995 to 2000.
Deborah Gambone has been general counsel of the Company since December
2001 and was elected Secretary and a Vice President of the Company in November
2002. From 2000 to 2001 she was a contracts manager and corporate counsel for
Telecomputing, Inc. of Ft. Lauderdale, Florida. She also was in-house counsel
for International Research Group, Inc. of Boca Raton, Florida from 1999-2000.
Prior to this, she was corporate counsel for Global Mindlink Foundation, a
non-profit entity specializing in funding charitable events for children.
Executive officers are elected annually by the our Board of Directors to
hold office until the first meeting of the Company's Board of Directors
following the next annual meeting of Shareholders and until their successors are
chosen and qualified.
Information Concerning the Board
The Board of Directors held one meeting during the year ended December 31,
2002. During the year all other actions were taken through unanimous written
consents.
Prior to August 14, 2003, the Board of Directors acted as the Audit
Committee as permitted by the rules of the Securities & Exchange Commission.
Effective August 14, 2003, however, the Company established an Audit Committee
consisting John Cooney, David Berman, and Kenneth Elan each of whom we believe
is an independent director. Mr John Cooney is chairman of the committee who we
believe qualifies as a financial expert under current regulations.
4
Section 16 (a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires the Company's officers and directors, and persons who own more than 10%
of the Company's common stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% Shareholders are required by regulations promulgated under the
Exchange Act to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it, the
Company believes that during the fiscal year ended December 31, 2002, there were
officer, director or greater than 10% beneficial owners that were late with
certain of their filings. The Company is instituting a program to insure
compliance.
Executive Compensation
The following table sets forth information concerning compensation paid or
accrued by us or any of our subsidiaries for services rendered during the fiscal
years ended December 31, 2002, 2001 and 2000 by our Chief Executive Officer and
four highest paid additional officers during its fiscal year ended December 31,
2002.
SUMMARY COMPENSATION TABLE
Annual Long-Term
Compensation Compensation
------------------ ---------------------
Name and Principal Securities Underlying
Positions Year Salary Option(s)
- --------- ---- ------ ---------------------
Martin Miller.................................................. 2002 None -- --
Chairman, CEO
(10/02-Present)*
Irving Greenman................................................ 2002 $300,000 $75,000
Chairman, CEO 2001 200,000 200,000
(2000 through 9/02)*
William Rhodes................................................. 151,630 25,000
David Srour.................................................... 186,969 50,000
Gerald Dunne................................................... 146,315 50,000
Richard Sablon................................................. 141,219 25,000
*Mr. Greenman was Chief Executive Officer for a portion of 2002 until Mr.
Martin Miller assumed that position.
EXECUTIVE COMPENSATION AGREEMENTS
The Company does not have any written agreements with its executives or
employees.
OPTIONS
Set forth below with respect to the Officers named above is further
information concerning options to purchase common stock under our stock option
plan.
Options Granted in 2002
No options were granted to any above named officer in 2002.
5
Options Exercised and Fiscal Year End Options Retained
No options were exercised by any above named officer in 2002. The market
price of the stock of the Company was at a high of $1.85 for the year which is
below the exercise price of $2.50 for all outstanding options during that year.
Therefore the options were not "in the money."
Set forth below is certain information relating to options retained by the
above named officers:
Exercisable Unexercisable
----------- -------------
Irving Greenman.................................. 66,667 133,333
William Rhodes................................... 33,333 66,667
David Srour...................................... 13,333 26,667
Richard Sablon................................... 50,000 100,000
Gerald Dunne..................................... 16,667 33,333
Additional Options in 2003
On April 22, 2003, we have granted additional options to purchase
1,600,000 shares of our common stock at $3.50 per share. We also granted an
additional 430,000 options in July 2003 at an exercise price of $4.50. A portion
of these additional options were granted to officers and directors named in the
compensation table as follows:
David Srour......................................... 200,000
Irving Greenman..................................... 100,000
Gerald Dunne........................................ 200,000
Richard Sablon...................................... 100,000
William Rhodes...................................... 100,000
Certain Relationships and Related Transactions
On November 14, 2000 we acquired the entire interest of Trans Voice Ltd in
SavOn, a Florida limited liability company. Trans Voice Ltd's interest consisted
of a 51% ownership interest in SavOn, which increased to 80% on November 15,
2000 pursuant to an Acquisition Agreement between Trans Voice Ltd (a foreign
corporation) and Teltran International, Inc. (SavOn's former majority member)
dated May 1, 2000. The purchase price of Trans Voice Ltd's entire interest in
SavOn was 2,000,000 shares of our common stock. The original agreement provided
if during the period commencing January 1, 2001 and ending June 30, 2002 the
accumulated net after tax income of SavOn is greater than $1,200,000 then for
each $1.00 of net after tax income of SavOn in excess of $1,200,000 during the
Earnings Period, Trans Voice Ltd. will receive additional shares of our common
stock having a market value of $10.00 per share. Due to the cancellation of the
SavOn's agreement with Global Crossing, SavOn discontinued its
telecommunications business. Trans Voice Ltd. claimed that it was deprived of
its right to additional shares as we would have no earnings. In lieu of all
claims of Trans Voice Ltd. against us, we paid an additional $225,000 that was
capitalized as part of goodwill.
On March 31, 2001, we entered into an agreement to purchase National
Online. The transaction was intended as a tax-free reorganization for federal
income tax purposes pursuant to which we exchanged 2,000,000 of our shares for
all of the outstanding shares of National Online pursuant to section
368(a)(1)(B) of the Internal Revenue Code of 1986. Prior to the transaction, the
outstanding stock of National Online was owned as follows: 80% by Trans Voice
Ltd, and 20% by Sheldon Goldstein. Prior to the transaction, Trans Voice Ltd.
also held 2,000,000 shares or 331/3 of our stock. Also, as part of the
transaction, Global agreed to pay additional contingent considerations to the
former shareholders of National Online. This contingent consideration was
payable, if during the eighteen month period commencing April 1, 2001 and ending
September 30, 2002, the accumulated net after tax income of National Online was
$1,200,000 or greater. In that event, we were required to issue that number of
our additional shares, valued at $10.00 per share, equivalent to the dollar
value of the excess of net after tax income of National Online over $1,200,000.
The former owners of National Online claimed that we failed to commence National
Online's operations timely
6
and adequately fund it. As of November 30, 2001, the shareholders and we agreed
to eliminate the contingent right and settle all claims in consideration for an
additional 2,500,000 shares of our common stock.
In April 2001 we entered into an oral agreement to pay Trans Voice
Investments, Inc. $4.00 per customer (per month). On October 1, 2001, the
agreement was modified because the parties agreed the payments were excessive.
Trans Voice Inc. is unaffiliated with Trans Voice Ltd. Pursuant to the Payment
Agreement National Online is obligated to pay Trans Voice Inc. $150,000 per
month as long as National Online and affiliates operates its programs. In
addition, Trans Voice Inc. is to receive an additional $1.00 for each additional
customer in excess of 100,000 customers in any given month. National Online is
also obligated to provide office space and services to Trans Voice Inc. to pay
as consideration as a finder's fee and for services provided in connection with
the organization of National Online. Messrs. Stanley Myatt and Martin Miller are
the sole stockholders of Trans Voice Inc., which owns a 98% interest in Trans
Voice L.L.C. which has been our principal shareholder since June 2002.
We have decided to outsource many aspects of the development of our new
business plan. We have entered into an agreement with Trans Voice LLC, our
principal stockholder, to find, contract with, pay and supervise an entity to
assist in the development of our new business direction, including assisting us
in:
o Managing existing vendor relationships for sales campaigns and growth to
meet new business needs.
o Managing site selection, lease negotiations, design and build-out, of
Epixtar's offshore contact centers.
o Negotiating incentive and financial assistance packages with government
ministries and agencies on behalf of Epixtar.
o Identifying commercial opportunities for Epixtar to sell new services
and developing new products for Epixtar to market.
o Identifying and negotiating merger and acquisition situations for
Epixtar.
The arrangement requires Trans Voice to pay the third party and for us to
reimburse Trans Voice for these payments. Trans Voice receives no separate
consideration for this arrangement and any payment it receives is merely
reimbursement of amounts paid or to be paid to the subcontractor.
In the third quarter of 2002 we repaid loans aggregating $175,000 to Trans
Voice Inc. and Stanley Myatt. The loans bore interest at seven percent per
annum.
Based upon agreements in principle reached on November 20, 2002 the
Company entered into an agreement on December 6, 2002 relating to its note to
Brookfield Investments Ltd. ("Brookfield"). The note is in the amount of
approximately $2,800,000 and due on demand. The Company obtained an agreement to
defer demand for payment for over two years, and for Brookfield to subordinate
its security interest in the Company's and its subsidiaries' accounts receivable
to certain types of lenders. The Company agreed to issue 3,000,000 shares of the
Company's restricted common stock and agreed to repay accrued interest by July
2003. In addition, the Company retained the right to prepay the loan without any
penalty at any time. The stock was never issued pending negotiations that began
in December 2002. After these negotiations, the parties determined to modify the
agreement ab initio and issue warrants to Brookfield to purchase 4,000,000
shares of the Company's common stock at an exercise price of fifty cents ($0.50)
per share in lieu of issuing the 3,000,000 shares to Brookfield. The warrants
are exercisable during the period from May 31, 2003 until May 31, 2006. The
market price was forty cents ($0.40) at the time of the agreement in principle
in November 2002. Subsequent to March 2003 Brookfield voluntarily agreed to
surrender its security interest.
Principal Shareholders and Stockholdings of Directors
The following table sets forth certain information regarding beneficial
ownership of the common stock as of September 30, 2003 by (i) each Shareholder
known by us to be the beneficial owner of more than 5% of the outstanding common
stock, (ii) each director of ours, (iii) each named officer, (iv) and all
directors and executive officers as a group. Except as otherwise indicated, we
believe that the beneficial owners of the common stock listed below, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.
7
Except as otherwise indicated, we believe that the beneficial owners of
the common stock listed below, based on information furnished by such owners,
have sole investment and voting power with respect to such shares, subject to
community property laws where applicable.
Name and Address of Number of Shares Approximate
Beneficial Owner Beneficially Owned Percentage
- ---------------- ------------------ ----------
Martin Miller (1)(2)..................... 2,898,921 27.1%
Stanley Myatt (1)........................ 2,803,000 26.3
Sheldon Goldstein........................ 900,000 8.4
David Srour (3).......................... 26,667 *
Irving Greenman (3)...................... 133,333 1.2
David Berman (3)......................... 18,333 *
Richard Sablon (3)....................... 100,000 *
William Rhodes (3)....................... 66,667 *
Gerald Dunne............................. 33,333 *
John Cooney.............................. none
Kenneth Elan............................. none
Directors as a group(1)(3)............... 3,405,091 31.9
- -----------
(1) Including 5,606,000 shares, registered in the name of Trans Voice, LLC. Each
of Messrs. Miller and Myatt is deemed to beneficially own this percentage of
the Company by virtue of their or their affiliates 50% ownership of Trans
Voice Investments Inc. which owns 48% of Trans Voice LLC.
(2) Includes 95,921 shares owned by Mr. Miller and his spouse. It does not
include 122,500 shares owned by his spouse which Mr. Miller denies any
beneficial ownership.
(3) Represents shares underlying options exercisable within 60 days. In addition
to these options additional shares are subject to options not exercisable
within 60 days as follows:
Irving Greenman..................................... 166,667
William Rhodes...................................... 133,333
David Berman........................................ 66,667
Kenneth Elan........................................ 50,000
David Srour......................................... 213,333
John Cooney......................................... 50,000
Richard Sablon...................................... 150,000
Gerald Dunne........................................ 216,667
All officers and directors as a group 1,546,667
(4) Brookfield owns of record 770,000 shares and warrants to purchase 4,000,000
shares of our Common Stock. We have been advised by Brookfield that all of
our securities held by it are held as nominee for several unrelated third
parties.
* less than 1%
8
TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company is not aware of any matters other than those set forth herein and in the
Notice of Meeting of Shareholders that will come before the meeting. Should any
other matters arise requiring the vote of Shareholders, it is intended that
proxies will be voted with respect thereto in accordance with the best judgment
of the person or persons voting the proxies.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 2004
Annual Meeting of Shareholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Exchange Act, must be
received by the Company's offices in Miami, Florida by April 16, 2004 for
inclusion in the Company's proxy statement and form of proxy relating to such
meeting.
FORM 10-KSB
A copy of our Form 10-KSB is available at no charge upon written request
to its Investor Relations Department at 11900 Biscayne Boulevard Suite 262,
Miami, Florida 33181.
9
Exhibit A
Epixtar Corporation
11900 Biscayne Boulevard
Miami, Florida 33181
PROXY
FORM OF PROXY
FRONT PAGE
The undersigned hereby appoints Martin Miller, David Srour and Irving Greenman,
and each of them, with power of substitution, to represent and vote on behalf of
the undersigned all of the shares of Epixtar Corporation which the undersigned
is entitled to vote at the Annual Meeting of Shareholders for the year 2003 to
be held on November 21, 2003, at the offices of the Company at 11900 Biscayne
Boulevard, Florida and at any adjournment thereof, hereby revoking all proxies
heretofore given with respect to such stock, upon the proposals more fully
described in the notice of and proxy statement for the meeting, receipt of which
are hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS LISTED BELOW AND
ELECTION OF THE PERSONS NAMED BELOW AS DIRECTORS.
1. ELECTION OF DIRECTORS.
/_/ FOR all nominees listed below /_/ WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below
/_/ Martin Miller /_/ David Srour /_/ Irving Greenman
/_/ William Rhodes /_/ David Berman /_/ John W. Cooney
/_/ Kenneth Elan
INSTRUCTION:
To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided below.
FORM OF PROXY
REVERSE
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL OF THE ABOVE-DESCRIBED PROPOSALS AND FOR ELECTION OF THE NAMED
DIRECTOR NOMINEES. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership or limited liability company, please sign in the partnership or
limited liability company name by authorized person.
Printed Name of Shareholder
- ------------------------------------ ------------------------------------------
Date Signature
- ------------------------------------
Signature if held jointly
Please sign and return this proxy in the enclosed, postage-paid envelope whether
or not you attend the meeting. You may attend the meeting and void this proxy
simply by voting your shares. I will /_/ will not /_/ attend the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.