AMENDED SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X]
FILED BY PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT
[X] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12
PRIMELINK SYSTEMS, INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
JAMES M. SCHNEIDER
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[ ] $125 PER EXCHANGE ACT RULE 0-11(C)(1)(II), 14A-6(I)(1) OR 14A-6J(2)
[ ] $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT RULE
14A-6(I)(3)
[ ] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(45) AND 0-11
[X] NO FEE REQUIRED
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
- --------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS APPLIES:
- --------------------------------------------------------------------------------
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED PURSUANT
TO EXCHANGE ACT RULE 0-11:
- --------------------------------------------------------------------------------
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
PRIMELINK SYSTEMS, INC.
10135 HEREFORD ROAD
FOLSOM, LOUISIANA 70437
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 14, 2001
TO THE STOCKHOLDERS OF PRIMELINK SYSTEMS, INC.
PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of PrimeLink Systems,
Inc., a Delaware corporation (the "Company"), has been changed, and will now be
held at the Holiday Inn, 501 N. Highway 190, Covington, Louisiana 70433, on
September 14, 2001 at 2:00 P.M., Local Time, or at any and all adjournments
thereof, for the following purposes:
1. To elect four (4) directors to our Board of Directors to hold office
until the Company's 2002 Annual Meeting of Stockholders or until their
successors have been elected and qualified;
2. To ratify the appointment of LaPorte, Sehrt, Romig and Hand, P.C. as
independent auditors of the Company for the fiscal year ending
December 31, 2001;
3. To approve an amendment to the Company's Certificate of Incorporation
increasing the authorized number of shares of the Company's common
stock from 10,000,000 shares to 20,000,000 shares; and
4. To transact such other business as may properly come before the
meeting or any adjournment.
The Proxy Statement dated August 27, 2001 is attached.
Our Board of Directors has fixed the close of business on July 16, 2001 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting. Stockholders who do not expect to be present at the
meeting are urged to complete, date, sign and return the enclosed proxy. No
postage is required if the enclosed envelope is used and mailed in the United
States.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Bob Clemons
-----------------------------------
Bob Clemons, Secretary
Folsom, Louisiana
August 27, 2001
THIS IS AN IMPORTANT MEETING, AND ALL STOCKHOLDERS ARE INVITED TO ATTEND
THE MEETING IN PERSON. THOSE STOCKHOLDERS WHO ARE UNABLE TO ATTEND IN PERSON ARE
RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AT THEIR
EARLIEST CONVENIENCE. PROMPTNESS IN RETURNING THE EXECUTED PROXY CARD WILL BE
APPRECIATED. STOCKHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE
MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
PRIMELINK SYSTEMS, INC.
10135 HEREFORD ROAD
FOLSOM, LOUISIANA 70437
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished to you in connection with the
solicitation by the Board of Directors of Primelink Systems, Inc., a Delaware
corporation ("Us" or "We"), of proxies for use at the 2001 Annual Meeting of
Stockholders ("Annual Meeting") to be held at the Holiday Inn, 501 N. Highway
190, Covington, Louisiana 70433, on September 14, 2001 at 2:00 P.M., Local Time,
or at any and all adjournments of the Annual Meeting. We will pay the cost of
this solicitation. Our directors, officers and employees may solicit proxies by
telephone, telegraph, electronic mail or personal interview. The approximate
date of mailing of this Proxy Statement and form of Proxy will be August 29th,
2001. Our principal offices are located at 10135 Hereford Road, Folsom,
Louisiana 70437.
OUTSTANDING STOCK AND VOTING RIGHTS
In accordance with our By-Laws, our Board of Directors has fixed the close
of business on July 16, 2001 as the record date for determining the stockholders
entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of
record on that date will be entitled to vote. A stockholder who submits a proxy
on the accompanying form has the power to revoke it by notice of revocation
directed to the proxy holders at any time before it is voted. Unless authority
is withheld in writing, proxies which are properly executed will be voted for
the proposals thereon. Although a stockholder may have given a proxy, such
stockholder may nevertheless attend the meeting, revoke the proxy and vote in
person. The election of the directors nominated requires the affirmative vote of
a plurality of the shares of our Common Stock voting at the Annual Meeting in
person or by proxy. The ratification of the appointment of our auditors will
require the affirmative vote of a majority of the shares of our Common Stock
voting at the Annual Meeting in person or by proxy. The approval of the
amendment to our Certificate of Incorporation increasing our authorized shares
of Common Stock will require the affirmative vote of a majority of the shares of
our Common Stock issued and outstanding, in person or by proxy.
As of July 16, 2001, the record date for determining our stockholders
entitled to vote at the Annual Meeting, 6,381,546 shares of the Common Stock,
$.001 par value ("Common Stock"), were issued and outstanding. Each share of
Common Stock outstanding entitles the holder to one vote on all matters brought
before the Annual Meeting. The quorum necessary to conduct business at the
Annual Meeting consists of a majority of the outstanding shares of Common Stock
outstanding as of the record date. Abstentions and broker non-votes are counted
for purposes of determining the presence or absence of a quorum. Abstentions and
broker non-votes will have no effect for the election of directors or the
ratification of our auditors, but will have the effect of a vote against the
increase in our authorized shares of Common Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table describes certain information regarding certain
individuals who beneficially owned our Common Stock on July 16, 2001. In
general, a person is considered a "beneficial owner" of a security if that
person has or shares the power to vote or direct the voting of such security, or
the power to dispose of such security. A person is also considered to be a
beneficial owner of any securities of which the person has the right to acquire
beneficial ownership within sixty (60) days. Except as otherwise indicated, the
address of each beneficial owner is 10135 Hereford Road, Folsom, Louisiana 70437
The individuals included in the following table are:
(1) people who we know beneficially own over 5% of our Common Stock;
(2) each of our executive officers and directors; and
(3) all executive officers and directors as a group.
At July 16, 2001, we had 6,381,546 shares of Common Stock outstanding.
Name and Address Beneficial Percent of
Of Beneficial Owner Ownership Class(1)
- ------------------- --------- --------
John R. Wade (2)................................... 1,044,342 16.37%
Bob R. Clemons (3)................................. 518,505 8.13%
Walter Reid Green, Jr (4).......................... 81,200 1.27%
Michael D. English (5)............................. 0 0.00%
Danny J. Majors (6)................................ 400,000 6.27%
All Officers & Directors
as a Group (5 persons).......................... 2,044,047 32.04%
- ------------------
(1) Based on 6,381,546 shares of Common Stock outstanding as of July 16, 2001.
(2) Dr. Wade is our Chairman of the Board, President and Chief Executive Officer.
(3) Mr. Clemons is the Executive Vice President, Secretary and a director of the Company.
(4) Mr. Green is the Chief Financial Officer, Treasurer, and a director of the Company.
(5) Mr. English is the Chief Operating Officer of the Company.
(6) Mr. Majors is Vice President Construction Marketing and a director of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive
officers and persons who own more than ten percent (10%) of a registered class
of our equity securities, file with the Securities and Exchange Commission (the
"Commission") initial reports of ownership and reports of changes in ownership
of our equity securities. Officers, directors and greater than ten (10%)
stockholders are required by Commission regulation to furnish us with copies of
all Section 16(a) forms they file.
2
To our knowledge, based solely on a review of the copies of such reports
furnished to us and written representation that no other reports were required,
during the fiscal year ended December 31, 2000, all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
(10%) beneficial owners were timely filed.
3
I. PROPOSAL ONE
ELECTION OF DIRECTORS
A Board of four (4) directors is to be elected at the Annual Meeting. The
Company's By-laws provide that the number of directors constituting the Board
may be changed by action of the stockholders or of the Board of Directors, so
long as the number is not less than one. Three of the four nominees currently
serve on the Board of Directors. In the event any nominee of the Company is
unable or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. Our Board of Directors is responsible
for our overall affairs.
The following table sets forth the names of the nominees, their current
positions with us, the year in which they became directors and other related
information. Executive officers are elected annually and, except to the extent
governed by employment contracts, serve at the discretion of the Board of
Directors.
NOMINEES FOR ELECTION
- ---------------------
Position with Served as
Name Age the Company Director Since
- ---- --- ----------- --------------
John R. Wade 49 Chairman, President,
CEO and Director 1989
Bobbie R. Clemons 59 Executive Vice President,
Secretary and Director 1989
Walter Reid Green, Jr. 42 CFO, Treasurer and
Director 1993
Michael D. English 54 Chief Operating Officer --
JOHN R. WADE, D.V.M. has served as Chairman of the Board and a director of
the Company since its organization in February 1989 and President since February
1991. Dr. Wade graduated from the School of Veterinary Medicine at Louisiana
State University in June 1980. Since that time he has owned and managed several
profitable veterinary hospitals and other private businesses. Dr. Wade currently
devotes substantially all of his business time to the activities of the Company.
BOB CLEMONS has served as Executive Vice President, Secretary and a
director of the Company since its organization in February 1989. Between 1982
and 1989, Mr. Clemons owned and was the principal in Hitch-n-Tow, Mandeville,
Louisiana, which was engaged in trailer sales and services, U-Haul rentals and
custom hitches. Prior thereto between 1970 and 1982, Mr. Clemons was involved in
various executive capacities and ultimately as President of U-Haul Co. of
Southern LA, New Orleans, Louisiana, which was also engaged in various trailer
sales, services and U-Haul rentals. At the present time, Mr. Clemons devotes all
of his business time to the activities of the Company.
WALTER REID GREEN, JR. was elected Treasurer and Chief Financial Officer of
the Company on January 29, 1993 as part of the planned expansion of staff
following the Company's initial public
4
offering in December 1992. Mr. Green received a Bachelor of Science degree in
Accounting from Southeastern Louisiana University in December 1983 and
successfully completed the uniform Certified Public Accountants examination in
July 1986. Mr. Green had approximately nine years of previous experience in the
field of accounting and taxation before joining the Company in 1993. His
experience includes approximately two years in public accounting, four years as
an income tax auditor for the Louisiana Department of Revenue and Taxation, and
three years as a tax accountant for The Louisiana Land and Exploration Company.
Mr. Green and Mr. Wade are first cousins. Mr. Green currently devotes all of his
business time to the activities of the Company.
MICHAEL D. ENGLISH serves as the company's Chief Operating Officer. Mr.
English graduated from Florida State University in 1970 with a Bachelor's degree
in Engineering Science, and received his Master's degree in Business
Administration from the University of North Carolina, Greensboro in 1975. From
1970 through 1981, Mr. English served as planning engineer and network manager
for Western Electric, Southern Bell, and AT&T. In 1981 he became District
Manager of Sales and Marketing for Southern Bell, and then served as Director of
Strategic Planning for BellSouth Corporation from 1983 through 1985 following
the AT&T divestiture. From 1985 through 1992, Mr. English was Vice President and
ultimately President and Chairman of FiberLAN, Inc. (originally a subsidiary of
BellSouth and Siecor). From 1992 through 1999, he served in various executive
capacities in the development of six different CLEC's (Competitive Local
Exchange Carrier) including FiberCom, Virginia MetroTel, Metro Access Networks,
MGC Communications, Network Telephone, and KIH Online. Since January 2000, Mr.
English was associated with the Company in a consulting capacity with emphasis
on the development of the proprietary systems portion of the Company's business.
On August 28, 2000, Mr. English was named Chief Operating Officer and began
working full time for the Company.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors had four (4) meetings during the last full fiscal
year. All of the Directors attended each of the meetings.
Walter Ostteen resigned since the last annual meeting. Danny Majors has
declined to stand for re-election.
COMMITTEES OF THE BOARD OF DIRECTORS
We have no committees.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
Total cash compensation paid to all executive officers as a group for
services provided to the Company in all capacities during the fiscal year ended
December 31, 2000 aggregated to $284,805. Set forth below is summary
compensation table in the tabular format specified in the applicable rules of
the Securities and Exchange Commission. As indicated, no officer of the Company
or any of its subsidiaries received total salary and bonus which exceeded
$100,000 during the periods reflected.
5
Other Restricted
Name and Annual Stock Options/ LTIP All Other
Principal Position Year Salary Bonus Compensation Awards Sars (#) Payouts Compensation
- ------------------ ---- ------ ----- ------------ ------ -------- ------- ------------
John R. Wade 2000 $72,942 -- -- -- -- --
Chairman of Board 1999 $53,250 -- -- -- 115,000 --
and CEO 1998 -- -- -- -- -- --
AGGREGATE OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUATION TABLE.
The following table sets forth information with respect to the exercise of
options to purchase shares of Common Stock during the fiscal year ended December
31, 2000, to each person named in the Summary Compensation Table and the
unexercised options held as of the end of the 2000 fiscal year.
Value Realized Value of Unexercised
Market Price in the Money Options At
Shares at Exercise Number of Unexercised FY-End (Based on FY-End
Acquired Less Price OPTIONS AT FY-END PRICE OF $1.87 END/SHARE
Name on Exercise Exercisable Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
John R. Wade -- $ -- 417,000 $ -- $ --
Chairman of Board
and CEO
INCENTIVE STOCK OPTION PLANS
On February 7, 1992, the Company adopted the 1992 Incentive Stock Option
Plan (the "Plan") under which 200,000 shares of Common Stock have been reserved
for issuance to employees of the Company upon exercise of options designated as
"Incentive Stock Options" within the meaning of Section 422A of the Internal
Revenue Code of 1986. The primary purpose of the Plan is to attract and retain
capable executives and employees by offering certain officers and employees a
greater personal interest in the Company's business by encouraging stock
ownership. Unless and until an executive committee of the Company's Board of
Directors is appointed, the Plan will be administered by the Company's Board of
Directors which will determine, among other things, the persons to be granted
options, the number of shares subject to each option and the option price. The
exercise price of any stock option granted under the Plan to an eligible
employee must be equal to the fair market value of the shares on the date of
grant, and with respect to persons owning more than 10% of the outstanding
Common Stock, the exercise price may not be less than 110% of the fair market
value of the shares underlying such option on the date of grant. The Board will
determine the term of each option and the manner in which it may be exercised
provided that no option may be exercisable more than ten years after the date of
grant except for optionees who own more than 10% of the Company's Common Stock,
in which case the option may not be for more than five years. Further, a
director of the Company will not be eligible to receive benefits unless such
director is also an employee of the Company. From the date of grant until three
months prior to the exercise, the optionee must be an employee of the Company in
order to exercise any options. Options are not transferable except upon the
death of the optionee. The Board of Directors has the power to impose additional
limitations, conditions and restrictions in connection with the grant of any
option.
6
Additionally, the Company has periodically issued non-qualified stock
options to key employees under terms similar to the 1992 Plan. As of July 16,
2001, a total of 1,965,000 shares of stock options had been issued under all
plans.
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS AND DIRECTORS
Dr. John Wade and Mr. Bob Clemons were parties to employment agreements
with the Company which expired on December 31, 1994 and which provided for
annual salaries of $50,000. In consideration of the Company's financial
position, Dr. Wade, Mr. Clemons, and Mr. Green have continued to work full-time
for the Company, without any employment agreements, at substantially reduced
levels of compensation. For the year ended December 31, 2000, no cash bonuses
were issued to any officers.
During 2000, the Company obtained the full time employment of Mr. Danny
Majors, currently Vice President of Construction Marketing and a Director, and
executed a three year employment agreement which calls for base salary (less
than $100,000 per year), provides for the development of a sales commission
plan, and facilitates participation in certain other Company plans as they
become available and to the extent they relate to the employment of Mr. Majors.
COMPENSATION OF DIRECTORS
It is not anticipated that any Directors will receive an annual fee or
other compensation for serving as Directors for the immediately foreseeable
future. Directors, however, will be reimbursed for reasonable expenses incurred
in connection with their attendance at meetings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases certain property in Folsom, Louisiana, on a month to
month basis, from a major stockholder, on which a portion of the Company's
operations is located. Total rent paid on this lease for December 31, 2000 and
1999 was $8,400 annually.
Advances to or from stockholders and affiliates are non-interest bearing
with no specified maturity date. Advances to stockholders totaled $23,822 and
$38,075 at December 31, 2000 and 1999, respectively. Amounts due to affiliates
totaled $209,886 and $0 at December 31, 2000 and 1999, respectively.
During 2000, in conjunction with the employment of Mr. Majors, the Company
purchased from Mr. Majors for Common Stock, a marketing database with all
associated equipment. This marketing database, valued at approximately $183,500,
is included on the Company's balance sheet as amortizable assets and is
amortized on the straight line method over 36 months.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION TO THE COMPANY'S BOARD OF DIRECTORS OF EACH OF THE FOUR NOMINEES.
7
II. PROPOSAL TWO
APPOINTMENT OF THE COMPANY'S AUDITORS
The appointment of LaPorte, Sehrt, Romig and Hand, P.C., as our independent
auditors for the fiscal year ending December 31, 2001 will be submitted for
ratification by the stockholders. LaPorte, Sehrt, Romig and Hand, P.C. has been
our independent auditors since 1997. Representatives of LaPorte, Sehrt, Romig
and Hand, P.C. have been invited and are expected to attend the Annual Meeting.
They will have the opportunity to make a statement if they desire to do so and
to respond to appropriate questions.
Although our Board of Directors is submitting the appointment of LaPorte,
Sehrt, Romig and Hand, P.C. for stockholder approval, it reserves the right to
change the selection of LaPorte, Sehrt, Romig and Hand, P.C. as auditors, at any
time during the fiscal year, if it deems such change to be in the best interest
of the Company, even after stockholder approval.
AUDIT FEES. The Company was billed $29,000 in aggregate fees for
professional services rendered for the audit of the Company's annual financial
statements for the most recent fiscal year and the reviews of the financial
statements included in the Company's Forms 10-QSB for the most recent fiscal
year.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. For the most
recent fiscal year the Company was billed $ -0- in aggregate fees for certain
services rendered by the Company's principal accountants relating to the design
and implementation of certain financial information.
ALL OTHER FEES. The Company was billed $3,500 in aggregate fees for
services rendered in the most recent fiscal year by the Company's principal
accountant, other than the services covered under the section "Audit Fees" and
"Financial Information Systems Design and Implementation Fees" disclosed above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF LAPORTE, SEHRT, ROMIG AND HAND, P.C. AS INDEPENDENT AUDITORS FOR
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.
8
III. PROPOSAL THREE
APPROVAL OF AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO INCREASE AUTHORIZED
COMMON STOCK
On July 5, 2001, the Board of Directors approved a proposal to amend
the Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 10,000,000 shares to 20,000,000 shares, and further
decreed that the proposal be submitted to the stockholders with the
recommendation that the amendment be approved If Proposal 3 is approved by the
Company's stockholders, the newly authorized shares of common stock will have
voting and other rights identical to the currently authorized shares of common
stock. The text of the proposed amendment is set forth in Appendix A attached to
this Proxy Statement.
Of the 10,000,000 currently authorized shares of Common Stock,
6,381,546 shares were issued and outstanding as of July 16, 2001, and an
additional 1,965,000 shares of Common Stock had been reserved for issuance in
connection with options granted by the Company through the Plan and otherwise.
If this Proposal is approved by the stockholders, it is possible the
Company may use a certain amount of the additional shares of authorized Common
Stock in a proposed transaction with DUCT Utility Construction & Technologies,
Inc. ("DUCT"). The Company entered into a non-binding Letter of Intent ("LOI")
with DUCT on August 21, 2001, that provides the framework for future discussions
between the parties. The LOI contemplates a transaction involving, in part, (i)
the assignment by DUCT to the Company in excess of $100,000,000 in
telecommunications service contracts, scheduled to be completed ratably over the
12-18 months following the closing of the transaction, (ii) the receipt by the
Company of certain financial instruments estimated at $10,000,000 to assist the
Company's network division, (iii) the receipt by the Company of commitments for
a $5,000,000 line of credit to facilitate project working capital and to expand
the Company's general and administrative capacity, and (iv) the issuance up to
10,200,000 shares of the Company's Common Stock to DUCT (the final number to be
determined after the Company's completion of its due diligence of the contracts
and financial instruments to be received). Since these negotiations are in
preliminary stages, management, at this time, is not able to conclude that the
proposed transaction with DUCT is reasonably likely to be consummated. If
Proposal 3 is approved by the shareholders, the Company's Board of Directors
could subsequently consummate the transaction with DUCT and issue shares of the
Company's Common Stock as consideration therefor, without further action or
approval by the Company's stockholders.
In addition to the foregoing, the additional shares of authorized
Common Stock made available through shareholder approval of Proposal 3 may be
utilized by the Company, from time to time, as the need may arise, in connection
with future opportunities for expanding the Company's business through
investments or acquisitions, equity financing, management incentive and employee
benefit plans, and for other purposes.
Authorized but unissued shares of the Common Stock may be issued at
such times, for such purposes and for such consideration as the Board of
Directors may determine to be appropriate without
9
further authority from the Company's stockholders, except as otherwise required
by applicable corporate law or stock exchange policies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE AMENDMENT TO
THE COMPANY'S CERTIFICATE OF INCORPORATION INCREASING THE COMPANY'S AUTHORIZED
SHARES OF COMMON STOCK.
10
INTEREST OF CERTAIN PERSONS IN
OPPOSITION TO MATTERS TO BE ACTED UPON
We are not aware of any substantial interest, direct or indirect, by
securities holdings or otherwise of any officer, director, or associate of the
foregoing persons in any matter to be acted on, as described herein, other than
elections to offices.
OTHER MATTERS
Our management is not aware of any other business which may come before
the meeting. However, if additional matters properly come before the meeting,
proxies will be voted at the discretion of the proxy holders. The cost of
soliciting proxies will be borne by the Company. In addition to solicitation by
mail, certain employees of the Company, who will receive no special compensation
therefor, may solicit proxies in person or by telephone or electronic mail. No
additional written materials besides the Proxy Statement have been authorized or
will be employed in connection with the solicitation of proxies.
STOCKHOLDERS' PROPOSALS TO BE PRESENTED AT THE
COMPANY'S NEXT ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals intended to be presented at our 2002 Annual
Meeting of Stockholders must be received not later than April 22, 2002, for
inclusion in the Proxy Statement and Proxy relating to the 2002 Annual Meeting
of Stockholders. Any such proposal will be subject to our Bylaws and 17 C.F.R
ss.240.142-8 of the Rules and Regulations under the Securities Act of 1933, as
amended.
AVAILABILITY OF FORM 10-KSB ANNUAL REPORT AND OTHER INFORMATION
A copy of our Annual Report on Form 10-KSB for the year ended December
31, 2000, and Financial Information from our Quarterly Report for the Period
Ended March 31, 2001, has been previously mailed with a prior version of our
Proxy Statement. Included with this amended Proxy Statement is our Quarterly
Report for the Period Ended June 30, 2001, and a press release dated August 27,
2001.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bob Clemons
----------------------
Bob Clemons, Secretary
Folsom, Louisiana
August 27, 2001
11
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
OF
PRIMELINK SYSTEMS, INC.
PROXY -- ANNUAL MEETING OF STOCKHOLDERS - SEPTEMBER 14, 2001
The undersigned, revoking all previous proxies, hereby appoint(s) John
R. Wade as Proxy, with full power of substitution, to represent and to vote all
Common Stock of Primelink Systems, Inc. owned by the undersigned at the Annual
Meeting of Stockholders to be held at the Holiday Inn, 501 N. Highway 190,
Covington, Louisiana 70433, on September 14, 2001, including any original or
subsequent adjournment thereof, with respect to the proposals set forth in the
Notice of Annual Meeting and Proxy Statement. No business other than matters
described below is expected to come before the meeting, but should any other
matter requiring a vote of stockholders arise, the person named herein will vote
thereon in accordance with his best judgment. All powers may be exercised by
said Proxy. Receipt of the Notice of Annual Meeting and Proxy Statement is
hereby acknowledged.
- --------------------------------------------------------------------------------
PROPOSAL #1 ELECTION OF DIRECTORS
Vote "For" any or all of the following 4 Nominees.
Nominees: John R. Wade [ ] FOR [ ] AGAINST
Bob Clemons [ ] FOR [ ] AGAINST
Reid Green [ ] FOR [ ] AGAINST
Michael D. English [ ] FOR [ ] AGAINST
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE PLEASE DRAW A LINE THROUGH THAT NOMINEE'S NAME)
[ ] WITHHOLDING AUTHORITY to vote for all nominees listed above
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL FOUR OF
THE NOMINEES.
- --------------------------------------------------------------------------------
PROPOSAL #2 RATIFY INDEPENDENT AUDITORS
Proposal to ratify the appointment of LaPorte, Sehrt, Romig and Hand,
P.C. as the Company's independent auditors for the fiscal year ending December
31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL #2.
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PROPOSAL #3 INCREASE AUTHORIZED SHARES OF COMMON STOCK
Proposal to approve the amendment to the Company's Certificate of
Incorporation to increase the Company's authorized shares of Common Stock from
10,000,000 to 20,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL #3.
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO SPECIFIC
DIRECTION IS GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL VOTED "FOR" ALL
FOUR OF THE NOMINEES LISTED IN PROPOSAL 1, WILL BE VOTED "FOR" PROPOSAL 2, AND
WILL BE VOTED "FOR" PROPOSAL 3.
AND IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTER, OR MATTERS, WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR ADJOURNMENTS THEREOF.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN
AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE
REPRESENTED AT THE MEETING.
The undersigned stockholder hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders and Proxy Statement and hereby revokes any
proxy or proxies heretofore given. This proxy may be revoked at any time prior
to the Annual Meeting. If you received more than one proxy card, please date,
sign and return all cards in the accompanying envelope.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation or other entity, please sign in the corporate name by President or
other authorized officer or person. If a partnership, please sign in partnership
name by authorized person.
Dated: ________________, 2001
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Signature
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Signature If Held Jointly
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(Please Print Name)
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Number of Shares Subject to Proxy
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.