UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Soliciting Material pursuant to ss. 240.14a-12
IVP Technology 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
|_| Fee computed on table below per Exchange Act Rules 14a6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per Unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set firth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
|_| Fee Paid previously with preliminary materials:
- --------------------------------------------------------------------------------
|_| Check box if any of the fee is offset as provided by Exchange Act of 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 Registrant Statement No:
- --------------------------------------------------------------------------------
(3) Filing Party: IVP Technology Corporation
- --------------------------------------------------------------------------------
(4) Date Filed: November 2, 2004
- --------------------------------------------------------------------------------
IVP TECHNOLOGY CORPORATION d.b.a. ActiveCore Technologies, Inc.
156 Front Street West, Suite 210
Toronto, Ontario M5J 2L6
Dear Shareholder:
You are cordially invited to attend the 2004 Annual Meeting of Shareholders of
IVP Technology Corporation. The annual meeting will be held on November 29,
2004, at the law offices of Kirkpatrick & Lockhart, 201 South Biscayne Blvd.,
20th Floor, Miami, Florida 33131-2399, at 9:30 a.m., local time.
Your vote is important and I urge you to vote your shares by proxy, whether or
not you plan to attend the meeting. After you read this proxy statement, please
indicate on the proxy card the manner in which you want to have your shares
voted. Then date, sign and mail the proxy card in the postage-paid envelope that
is provided. If you sign and return your proxy card without indicating your
choices, it will be understood that you wish to have your shares voted in
accordance with the recommendations of the Company's Board of Directors.
We hope to see you at the meeting.
Sincerely,
/s/ Brian MacDonald
------------------------------------
Brian MacDonald
Chairman of the Board
November 2, 2004
IVP TECHNOLOGY CORPORATION d.b.a. ActiveCore Technologies, Inc.
156 Front Street West, Suite 210
Toronto, Ontario M5J 2L6
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 29, 2004
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders (the "Annual
Meeting") of IVP Technology Corporation (the "Company") will be held on November
29, 2004, at the law offices of Kirkpatrick & Lockhart, 20th Floor, 201 Biscayne
Blvd., Miami, Florida, 33131-2399 at 9:30 a.m., local time, for the following
purposes, as more fully described in the attached Proxy Statement:
(1) To elect four directors to the Company's Board of Directors;
(2) To approve an amendment to the Company's Articles of Incorporation to
allow the Board of Directors to authorize a split or reverse split in the
outstanding common stock of the Company at any time determined solely by the
Board of Directors without calling a special meeting or annual meeting of
shareholders provided the authorized common stock does not exceed the current
500,000,000 shares;
(3) To approve the name change of the Company from IVP Technology
Corporation to ActiveCore Technologies, Inc.
(4) To consider such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on October 15,
2004, as the record date for determining the shareholders entitled to notice of
and to vote at the Annual Meeting or at any adjournment thereof. A complete list
of the shareholders entitled to vote at the Annual Meeting will be open for
examination by any shareholder during ordinary business hours for a period of
ten days prior to the Annual Meeting at the offices of the Company at 156 Front
Street West, Suite 210 Toronto, Ontario, M5J 2J6.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
IMPORTANT
You are cordially invited to attend the Annual Meeting in person. In order
to ensure your representation at the meeting, however, please promptly complete,
date, sign and return the enclosed proxy in the accompanying envelope or fill
out the proxy form that will be located on line on the company's investor
relations website at www.activecore.com. If you should decide to attend the
Annual Meeting and vote your shares in person, you may revoke your proxy at that
time.
By Order of the Board of Directors,
/s/ Brian MacDonald
-----------------------------------------
Brian MacDonald
Chairman of the Board
November 2, 2004
TABLE OF CONTENTS
PAGE NO.
IVP TECHNOLOGY CORPORATION d.b.a. ActiveCore Technologies, Inc........................................2
IVP TECHNOLOGY CORPORATION d.b.a. ActiveCore Technologies, Inc........................................3
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 29, 2004.......................3
ABOUT THE MEETING............................................................................2
What is the purpose of the annual meeting?..........................................2
Who is entitled to vote?............................................................2
Who can attend the annual meeting?..................................................2
What constitutes a quorum?..........................................................2
How do I vote?......................................................................3
What if I do not specify how my shares are to be voted?.............................3
Can I change my vote after I return my proxy card?..................................3
What are the Board's recommendations?...............................................3
What vote is required to approve each item?.........................................3
STOCK OWNERSHIP..............................................................................4
Principal Stockholders..............................................................4
Section 16(a) Beneficial Ownership Reporting Compliance.............................5
PROPOSAL 1 - ELECTION OF DIRECTORS....................................................................5
Directors Standing for Election.....................................................5
RECOMMENDATION OF THE BOARD OF DIRECTORS.....................................................5
The Board of Directors Unanimously Recommends a Vote "FOR" the Election of
Each of the Nominees..........................................................5
Meetings............................................................................6
Committee of the Board of Directors.................................................6
Audit Committee Report..............................................................6
MANAGEMENT...................................................................................7
Executive Compensation..............................................................7
Employment Agreements...............................................................8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................................9
PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION..............................................12
(A) Classes of Stock...............................................................12
RECOMMENDATION OF THE BOARD OF DIRECTORS....................................................13
PROPOSAL 3 - APPROVAL OF THE NAME CHANGE OF THE CORPORATION..........................................14
Name of the Corporation............................................................14
RECOMMENDATION OF THE BOARD OF DIRECTORS....................................................14
DESCRIPTION OF CAPITAL STOCK................................................................15
General ..........................................................................15
Common Stock.......................................................................15
Preferred Stock....................................................................15
Warrants...........................................................................16
Equity Line of Credit..............................................................16
Options ..........................................................................16
Anti-Takeover Effects Of Provisions Of The Articles Of Incorporation...............16
Transfer Agent.....................................................................16
OTHER MATTERS...............................................................................17
INDEPENDENT ACCOUNTANTS.....................................................................17
ADDITIONAL INFORMATION......................................................................18
APPENDIX.....................................................................................1
I. Purpose.........................................................................1
II. Composition....................................................................1
III. Meetings......................................................................1
IV. Duties and Responsibilities....................................................2
1
IVP TECHNOLOGY CORPORATION d.b.a. ActiveCore Technologies, Inc.
156 Front Street West, Suite 210
Toronto, Ontario, M5J 2L6
-------------------------
PROXY STATEMENT
November 2, 2004
-------------------------
This proxy statement contains information related to the annual meeting of
shareholders of IVP Technology Corporation to be held on November 29, 2004, at
the law offices of Kirkpatrick & Lockhart, 20th Floor, 201 South Biscayne Blvd.,
Miami, Florida 33131-2399, at 9:30 a.m., local time, and at any postponements or
adjournments thereof. The Company is making this proxy solicitation.
ABOUT THE MEETING
What is the purpose of the annual meeting?
At the Company's annual meeting, shareholders will act upon the matters
outlined in the notice of meeting on the cover page of this proxy statement,
which relates to the election of directors, approval of an amendment to the
Company's Articles of Incorporation to allow the board of directors to split or
reverse split outstanding common shares within an overall limit of 500,000,000
authorized common shares and to approve the name change of the corporation from
IVP Technology Corporation to ActiveCore Technologies, Inc.
Who is entitled to vote?
Only shareholders of record on the close of business on the record date,
October 15, 2004 are entitled to receive notice of the annual meeting and to
vote the shares of common stock that they held on that date at the meeting, or
any postponements or adjournments of the meeting. Each outstanding share of
capital stock will be entitled to the number of votes set forth in the following
table on each matter to be voted upon at the meeting. The holders of common
stock vote together as a single class. See "Description of Securities."
Description of Capital Stock Number of Votes Total Votes
- ---------------------------- --------------- -----------
Common Stock One Vote Per Share 475,251,935
Who can attend the annual meeting?
All shareholders as of the record date, or their duly appointed proxies,
may attend the annual meeting, and each may be accompanied by one guest.
Seating, however, is limited. Admission to the meeting will be on a first-come,
first-serve basis. Registration will begin at 9:00 a.m., and seating will begin
at 9:15 a.m. Each shareholder may be asked to present valid picture
identification, such as a driver's license or passport. Cameras, recording
devices and other electronic devices will not be permitted at the meeting.
Please note that if you hold your shares in "street name" (that is,
through a broker or other nominee), you will need to bring a copy of a brokerage
statement reflecting your stock ownership as of the record date and check in at
the registration desk at the meeting.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, the shareholders held a total of 475,251,935 shares such, holders
of at least 50% or 237,625,968 shares (i.e., a majority) must be present at the
meeting, in person or by proxy, to obtain a quorum. Proxies received but marked
as abstentions and broker non-votes will be included in the calculation of the
number of shares considered to be present at the meeting.
2
How do I vote?
If you complete and properly sign the accompanying proxy card and return
it to the Company, then it will be voted as you direct. If you are a registered
shareholder and attend the meeting, then you may deliver your completed proxy
card in person or vote by ballot at the meeting. "Street name" shareholders who
wish to vote at the meeting will need to obtain a proxy form from the
institution that holds their shares.
What if I do not specify how my shares are to be voted?
If you submit a proxy but do not indicate any voting instructions, then
your shares will be voted in accordance with the Board's recommendations.
Can I change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy card, you may change your
vote at any time before the proxy is exercised by filing with the Secretary of
the Company either a notice of revocation or a duly executed proxy bearing a
later date. The powers of the proxy holders will be suspended if you attend the
meeting in person and so request, although attendance at the meeting will not by
itself revoke a previously granted proxy.
What are the Board's recommendations?
Unless you give other instructions on your proxy card, the persons named
as proxy holders on the proxy card will vote in accordance with the
recommendation of the Board of Directors. The Board's recommendation is set
forth together with the description of such item in this proxy statement. In
summary, the Board recommends a vote:
o For the election of the nominated slate of directors (see page 5);
o For the approval of an amendment to the Company's Articles of
Incorporation to allow the board of directors to split or reverse
split the number of outstanding common shares provided that the
outstanding number of shares does not exceed 500,000,000. (see page
14).
o For the approval of the name change of the Company to ActiveCore
Technologies, Inc.
With respect to any other matter that properly comes before the meeting,
the proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion.
What vote is required to approve each item?
Election of Directors. The affirmative vote of a plurality of the votes
cast at the meeting (regardless of the class or series of stock held) is
required for the election of directors. This means that the three nominees will
be elected if they receive more affirmative votes than any other person. A
properly executed proxy marked "Withheld" with respect to the election of any
director will not be voted with respect to such director indicated, although it
will be counted for purposes of determining whether there is a quorum.
3
Authorize a Split or Remove Split of the Authorized Shares of Common
Stock. For the approval of an amendment to the Company's Articles of
Incorporation to allow the Board to split or reverse split the outstanding
common shares of the Company provided that the authorized shares do not exceed
the current 500,000,000 shares.
Approval of Name Change to ActiveCore Technologies, Inc. For an approval
of the amendment to the Company's Articles of Incorporation changing the name of
the Company to ActiveCore Technologies, Inc., the affirmative vote of the
holders of a majority of the outstanding shares (regardless of the class or
series of stock held) will be required for approval. A properly executed proxy
marked "Abstain" with respect to such matter will not be voted, although it will
be counted for purposes of determining whether there is a quorum. Accordingly,
an abstention will have the effect of a negative vote.
If you hold your shares in "street name" through a broker or other
nominee, your broker or nominee may not be permitted to exercise voting
discretion with respect to some of the matters to be acted upon. Thus, if you do
not give your broker or nominee specific instructions, your shares may not be
voted on those matters and will not be counted in determining the number of
shares necessary for approval. Shares represented by such "broker non-votes,"
however, will be counted in determining whether there is a quorum.
STOCK OWNERSHIP
Principal Stockholders
The following table contains information about the beneficial ownership of
our common stock as of October 15, 2004, for:
(i) each person who beneficially owns more than five percent of the
common stock;
(ii) each of our directors;
(iii) the named executive officers; and
(iv) all directors and executive officers as a group.
Common Stock
Beneficially Owned
-------------------------
Name/Address Title of Class Amount Percentage(1)
- ------------ -------------- ----------- -------------
Brian MacDonald Common Stock 55,376,418 11.5%
Peter Hamilton Common Stock 51,076,418 10.7%
John Choy Common Stock 2,000,000 *
Stephen Smith Common Stock 2,000,000 *
Steven Lewis Common Stock 2,000,000 *
----------- -------------
All Officers and Directors as a Group Common Stock 112,452,836 23.7%
=========== =============
- ----------
* Less than one percent.
(1) Applicable percentage of ownership is based on 475,251,935 shares of
common stock outstanding as of October 15, 2004 for each stockholder.
Beneficial ownership is determined in accordance within the rules of the
Commission and generally includes voting of investment power with respect
to securities. Shares of common stock subject to securities exercisable or
convertible into shares of common stock that are currently exercisable or
exercisable within 60 days of October 15, 2004 are deemed to be
beneficially owned by the person holding such options for the purpose of
computing the percentage of ownership of such persons, but are not treated
as outstanding for the purpose of computing the percentage ownership of
any other person.
4
Section 16(a) Beneficial Ownership Reporting Compliance
We are not aware of any instance when an executive officer, director or
owner of more than ten percent of the outstanding shares of common stock failed
to comply with reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934.
PROPOSAL 1 - ELECTION OF DIRECTORS
Directors Standing for Election
The Board of Directors of the Company consists of 4 seats. Each director
holds office until the first annual meeting of shareholders following their
election or appointment and until their successors have been duly elected and
qualified.
The Board of Directors has nominated Brian MacDonald, Peter Hamilton, J.
Stephen Smith and Steven Lewis for election as directors. The accompanying proxy
will be voted for the election of these nominees, unless authority to vote for
one or more nominees is withheld. In the event that any of the nominees is
unable or unwilling to serve as a director for any reason (which is not
anticipated), the proxy will be voted for the election of any substitute nominee
designated by the Board of Directors. The nominees for directors have previously
served as members of the Board of Directors of the Company and have consented to
serve such term.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors Unanimously Recommends a Vote "FOR" the Election of Each
of the Nominees
Directors - Present Term Expires at the next Annual Meeting
Brian MacDonald, Chairman of the Board. Brian MacDonald, IVP's Chairman
was appointed to the Board in November 2001 and elected Chairman of the Board in
December 2001. Prior to his position with IVP, Mr. MacDonald co-founded and was
President and CEO of Springboard Technology Solutions Inc., a Toronto-based
information technology and software development company. In 1995, he co-founded
(with Mr. Peter Hamilton) and served as the Executive VP Corporate Development
and CFO of Lava Systems Inc., a multinational software company that provided
document management, imaging and work flow software services, based in Toronto,
Chicago, London, and Australia. During this time, he assisted Lava Systems in
raising over CAD $36 million, and co-led the company to public status with a
listing on the Toronto Stock Exchange. Also, during his tenure with Lava Systems
Inc., Mr. MacDonald assisted in the acquisition of 4 companies in the United
Kingdom and Australia. Mr. MacDonald graduated from the University of Alberta in
1974 with an honors BA in Political Science, and received his Masters of Arts in
Public Policy and Political Science from the University of British Columbia in
1979. He holds a Fellow of the Institute of Canadian Bankers designation. Mr.
MacDonald has served in managerial capacities with The Toronto Dominion Bank,
Banque Nationale de Paris, Confederation Life Insurance Company and ABN Amro
Bank.
Peter Hamilton, President and CEO. Peter Hamilton, IVP's President and CEO
was appointed a Director in November 2001. Mr. Hamilton oversees product
development, distribution activities and sales for IVP Technology. In 1999, he
co-founded with Mr. MacDonald, Springboard Technology Solutions Inc. and has
served as the VP Sales and Consulting. Prior to his position with Springboard,
in 1995, Mr. Hamilton co-founded (with Mr. MacDonald) and served as President
and CEO of Lava Systems Inc., a multinational software company that provided
document management, imaging and work flow software services, based in Toronto,
Chicago, London, and Australia. During this time, Mr. Hamilton was responsible
for overseeing Lava's expansion of its operations into Europe, Australia, U.S.
and Canada and developed business partners in South America, South Africa, the
Middle East and Scandinavia. He also assisted Lava in raising over CAD $36
million, and co-led the company to public status with a listing on the Toronto
Stock Exchange. Prior to this, Mr. Hamilton served as Senior VP of Operations
for SoftKey Software International, a publicly traded company on the New York
Stock Exchange. He was responsible for SoftKey's day-to-day operations,
including manufacturing, product distribution, information systems, finance,
customer support, technical support and product data management and marketing.
In addition, Mr. Hamilton integrated 18 new businesses into SoftKey's
operations, during his tenure and was instrumental in the growth of the company
from $2,000,000 in sales in 1989 to $300,000,000 in 1995.
5
J. Stephen Smith, Director. J. Stephen Smith has served as a Director of
IVP Technology since November 2001. Mr. Smith has over 30 years experience in
planning, directing and managing major projects in such diverse fields as radar
system development, electronic intelligence system design, installation and
operation, ship design and acquisition and Document Management System
development and applied solutions. He has served as Vice-President Operations
for CDI Marine, the nation's largest marine engineering firm and has held the
positions of Director of Engineering, Vice-President and President of ROH, a
diverse professional services company specializing in DMS solutions, web site
development and applications and a broad range of support for the US Navy ship
acquisition program. Mr. Smith graduated with a BBA from the University of Notre
Dame and received his Masters in Science and Electronics Engineering from the
U.S. Naval Postgraduate School.
Steven Lewis, Director. Mr. Lewis has served as a Director of ActiveCore
since July 2003. Stephen Lewis has extensive financial, corporate governance and
legal experience in large corporate environments and in fast growing
entrepreneurial settings. Mr. Lewis is Executive Vice President and was CFO of
the Lehndorff Group of companies from 1976 to 1994. The Lehndorff Group is a
North American/European real estate investment and property management
organization with assets and offices located across Canada and into the United
States. Mr. Lewis was responsible for all facets of the group's finance,
accounting, administration, M.I.S and human resources. He was also a member of
the board of directors of numerous Lehndorff management companies and acted as
chief liaison between management and the independent boards and committees that
made up the Lehndorff Group. Mr. Lewis sold his franchise operations in 2002 and
is currently acting in a consulting capacity on a number of different business
ventures. Mr. Lewis is also a member of the board of directors of the Children's
Aid Society of Toronto ("CAST"), one of the largest child welfare organizations
in the World. Lewis was recently awarded a Queen's Jubilee Medal, an award
granted to individuals whose achievements have benefited their fellow citizens,
community and country.
Meetings
During the Company's fiscal year ending December 31, 2003 ("Fiscal 2003"),
the Board of Directors met on 6 occasions and the Audit Committee met on 4
occasions. Each incumbent director attended all of meetings of the Board of
Directors and the Audit Committee on which he served.
Committee of the Board of Directors
During a Board of Directors meeting held on March 19, 2002, an audit
committee was established. The audit committee reports to the Board of Directors
regarding the appointment of our independent public accountants, the scope and
results of our annual audits, compliance with our accounting and financial
policies and management's procedures and policies relative to the adequacy of
our internal accounting controls. The audit committee is comprised of Messrs.
MacDonald and Smith. The compensation committee consists of Messrs. MacDonald,
Lewis and Smith. IVP Technology does not have a nominating committee.
Audit Committee Report
The Audit Committee is governed by a written charter approved by the Board
of Directors. A copy of this Charter is included in the Appendix. The Audit
Committee has reviewed and discussed with its independent auditors the matters
required to be discussed by SAS61. The Audit Committee has received the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1, and has discussed with the
independent accountant the independent accountant's independence. The Audit
Committee has reviewed and discussed the audited financial statements for the
year ended December 31, 2003 with management. Based on these reviews and
discussions, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-KSB for the last fiscal year for filing with the SEC. Messrs. MacDonald, J.
Stephen Smith and Stephen Lewis are the members of the audit committee.
6
MANAGEMENT
Our directors and officers are as follow:
Name and Address Age Position
- ---------------- --- --------
Brian MacDonald 55 Chairman of the Board
16 Wetherfield Place Director
Toronto, Ontario M3B 2E1
Canada
Peter Hamilton 57 President and CEO
2261 Rockingham Drive Director
Oakville, Ontario L6H 7J4
Canada
John Choy 50 SVP and Chief Financial Officer
c/o 156 Front Street West, Suite 210
Toronto, Ontario, M5J 2L6
Stephen Lewis 46 Director
c/o 156 Front Street West, Suite 210
Toronto, Ontario, M5J 2L6
J. Stephen Smith 65 Director
11614 Holly Briar Lane
Great Falls, VA 22066
United States
Below are biographies of our executive officers (who were not also
directors) as of December 31, 2003:
John H. Choy. Senior Vice President and CFO. Mr. Choy has broad finance,
accounting, planning and I.T. experience in financial services, high-tech, and
manufacturing and consumer markets. Prior to his appointment by ActiveCore
Technologies, Inc. Mr. Choy held senior finance positions at major corporations
such as H.J. Heinz Company, Bank of Montreal and ATI Technologies Inc. Mr. Choy
has experience in the Far East, North America and Europe and has held the CFO
position in several companies since 1990. Most recently Mr. Choy was CFO of a
global company in the entertainment industry. Mr. Choy is a Chartered Certified
Accountant with a Masters degree in Management from Durham University Business
School in the UK.
Compensation of Non-Employee Directors. J. Steven Smith and Stephen Lewis
are each paid 1,000,000 shares of common stock for each year of service on the
board. There is no separate compensation for directors who are also a part of
management for their services as a director of IVP Technology. All directors
will be reimbursed for all of their out-of-pocket expenses incurred in
connection with the rendering of services as a director.
There are no family relationships among directors, executive officers or
persons nominated to become directors of executive officers.
Executive Compensation
The following summary compensation table shows certain compensation
information for services rendered in all capabilities for the calendar years
ended December 31, 2003, 2002, and 2001. Other than as set forth herein, no
executive officer's cash salary and bonus exceeded $100,000 in any of the
applicable years. The following information includes the dollar value of base
salaries, bonus awards, the value of restricted shares issued in lieu of cash
compensation and certain other compensation, if any, whether paid or deferred:
7
Annual Compensation Long-Term Compensation
--------------------------------------------- -------------------------------------------------------
Restricted
Other Stock
Name & Accrued Awards in LTIP All Other
Principal Position Year Salary Bonus Compensation US$ Options/SARs Payouts Compensation
- ------------------ ---- ------- ------- ------------- ------------ --------------- --------- -------------
Brian MacDonald (3) 2003 $96,000 -- -- -- -- -- --
Chairman of the 2002 $60,933 -- -- -- -- -- --
Board, Secretary 2001 $7,440 -- -- -- -- -- --
Peter Hamilton(3) 2003 $96,000 -- -- -- -- -- --
President and CEO 2002 $60,933 -- -- -- -- -- --
2001 -- -- -- -- -- -- --
John Maxwell 2003 -- -- -- -- -- -- --
President (1) 2002 -- -- -- 25,000 (2) -- -- --
2001 -- -- -- -- -- -- --
John Trainor, 2003 -- -- -- -- -- -- --
Secretary (1) 2002 -- -- -- 25,000 (2) -- -- --
2001 -- -- -- -- -- -- --
- ----------
(1) Effective December 15, 2001, Messrs. Maxwell and Trainor resigned as
officers and directors of IVP Technology.
(2) In March 2002, Messrs. Maxwell and Trainor each received 500,000 shares of
restricted common stock valued at $.05 per share, in lieu of cash
compensation.
(3) Mr. MacDonald became Chairman and Chief Executive Officer on November 16,
2001. Mr. Hamilton was elected to the Board of Directors on November 16,
2001 but did not commence employment until 2002. In July 2004 Mr. Hamilton
was assigned the duties of President and CEO by Mr. MacDonald in light of
expanded duties associated with recent acquisitions. This excludes the
issuance of 14,000,000 shares each to Mr. MacDonald and Mr. Hamilton in
connection with the acquisition of International Technology Marketing in
March 2002.
IVP Technology has no deferred compensation, stock options, SAR or other
bonus arrangements for its employees and/or directors. During the calendar year
ended December 31, 2003, all decisions concerning executive compensation were
made by the Board of Directors.
Employment Agreements
In August 2001, International Technology Marketing entered into employment
agreements with Brian MacDonald and Peter J. Hamilton. Mr. MacDonald is employed
as President and Treasurer and Mr. Hamilton is employed as Vice-President,
Sales. Each of these agreements has a term of three years and thereafter will
continue for one year terms unless either party terminates the agreement at
least 90 days prior to the end of any term. Each of Mr. MacDonald and Mr.
Hamilton has a salary of CAD $96,000 per year, plus 6% of sales revenue. As ITM
is a dormant corporation following its acquisition by IVP Technology it has no
sales revenue and therefore IVP is not liable to pay any portion of its sales
revenues to Mr. MacDonald or Mr. Hamilton. IVP Technology guarantees the
payments under these employment contracts. Neither Mr. MacDonald nor Mr.
Hamilton receives any further compensation for service as an officer or director
of IVP Technology. As of October 08, 2004 the compensation committee has not
renewed the contacts for Messrs. MacDonald and Hamilton.
IVP Technology does not have a stock option plan and no named executive
officer holds any options to purchase shares of IVP Technology's common stock.
8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Several directors and executive officers advanced funds to IVP Technology
or otherwise did not collect amounts owed to them during the year ended December
31, 2003. As of that date, IVP Technology was indebted to Mr. MacDonald and Mr.
Hamilton in the amount of $117,874 for expenses incurred on behalf of the
company and unpaid salaries.
On July 1, 2002, IVP Technology acquired all the outstanding shares of
Springboard Technology Solutions Inc. for consideration of 2,000 common shares
on the basis of a one for one exchange. Springboard Technology Solutions Inc.
was owned by Messrs. MacDonald, Hamilton, Birch, Villella and Ms. Bullock, all
of whom were officers or directors of IVP Technology at the time of acquisition
and has provided the physical infrastructure for IVP Technology Inc., since
January 1, 2002. Springboard has been in operation for three years. At the time
of acquisition Springboard Technology had 10 full time employees and
consultants. The acquisition was consummated for $260 of stock and therefore IVP
Technology did not believe the use of an independent negotiating committee was
warranted.
On June 1, 2002, Ignition Entertainment Limited entered into a consulting
agreement with Montpelier Limited whereby Montpelier will provide business
development and financial advice to Ignition. Under the terms of the agreement,
Ignition is obligated to pay Montpelier (pound)179,850 ($262,970) yearly in
equal monthly installments of $21,914. Additionally, Montpelier was entitled to
receive a signing bonus of (pound)29,975 ($43,828) upon execution of the
agreement. Montpelier Limited is owned by Vijay Chadha, Ajay Chadha and Martin
Monnieckdam, all of whom are officers of Ignition Entertainment. Effective March
31, 2003 the Company divested Ingition Entertainment and this consulting
agreement no longer exists with the Company.
During the three months ended March 31, 2002, IVP Technology issued
1,000,000 shares each to Messrs. Smith, Sidrow and King for services as
directors for the two year period 2001-2003. The 3,000,000 shares are held in
escrow. Subsequent to the quarter ended March 31, 2002, Messrs. Sidrow and King
resigned from the Board of Directors for personal reasons and as a result their
entitlement to shares terminated. The shares related to Mr. Sidrow and Mr. King
have been rescinded.
IVP Technology's principal executive office is located at 156 Front Street
West, Suite 210, Toronto, Ontario, M5J 2L6. Formerly the principal offices were
at 2275 Lakeshore Blvd. West Suite 401, Toronto Ontario M8V 3Y3 Canada, which
were also the premises occupied by Springboard Technology Solutions Inc. IVP
Technology had an oral agreement which commenced January 1, 2002, with
Springboard Technology Solutions, Inc., a corporation which was owned by Messrs.
MacDonald, Hamilton, Birch, Villella and Ms. Bullock, until it was purchased by
IVP Technology on July 1, 2002, whereby IVP Technology is obligated to pay
Springboard approximately $30,000 per month for rent, utilities, network
infrastructure, equipment leases and all office administrative services. Messrs.
MacDonald and Hamilton are officers and directors of IVP Technology. Messrs.
Birch and Villella were officers of IVP Technology. Ms. Bullock was an officer
of IVP Technology until her registration in July, 2002. On July 1, 2002 IVP
Technology acquired Springboard Technology and the monthly administrative charge
ended.
On September 17, 2001, IVP Technology entered into a stock purchase
agreement with International Technology Marketing, Inc. whereby IVP Technology
is obligated to issue 50 million shares of common stock to the shareholders of
International Technology Marketing, who include Messrs. MacDonald, Hamilton,
Birch, Villella and Ms. Bullock, the current and former members of our
management team, in exchange for all of International Technology Marketing's
common stock. In that transaction, IVP Technology, represented by its corporate
counsel, Thomas Chown, the board members and executives in place at that time,
none of which are part of current management or its board of directors,
negotiated and entered into, on a arms length basis, an agreement with the five
founders of International Technology Marketing Inc., a newly formed company, to
gain the dedicated management services of the International Technology
Marketing's founders for the benefit of IVP Technology. The founders of ITM were
experienced finance, marketing, sales and information technologies. The method
chosen for obtaining, in bulk, the services of the new management team was
accomplished by the two companies entering into a stock purchase agreement
whereby IVP acquired the shares of ITM; however the shareholders of ITM were not
to receive their shares until IVP met certain revenue milestones. A resolution
with regard to the acquisition of ITM and the obtaining of the services of the
management team was included in a proxy statement sent to the registered
shareholders of IVP which was, at the properly constituted annual general
meeting held on November 16, 2001, which was approved by a majority of
shareholders.
9
On March 25, 2002, we issued the 50 million shares of common stock to be
held by IVP Technology until the escrow agreement is executed to hold the
shares. These shares will be held pending satisfaction of certain performance
related goals. As these goals are achieved, the shares will be disbursed from
the escrow to the former shareholders of International Technology Marketing. The
former shareholders are entitled to vote the shares held in escrow pending
satisfaction of the performance goals. In the quarter ended September 30, 2002
the former shareholders of ITM became eligible to receive the first two tranches
related to the revenue milestones. The issuance of the shares was accounted for
by the recording an expense under salaries for $3,800,000 or 20,000,000 times
the $0.19 cent share price as at September 30, 2002. On December 31, 2002, an
additional 10,000,000 shares qualified for release. These shares were valued for
accounting purposes at $0.17 per share. These disbursements of shares were
non-cash items.
The performance goals are as follows:
o 10,000,000 shares will be disbursed upon aggregate sales of
$500,000.
o 10,000,000 shares will be disbursed upon aggregate sales of
$1,000,000.
o 10,000,000 shares will be disbursed upon aggregate sales of
$2,000,000.
o 10,000,000 shares will be disbursed upon aggregate sales of
$6,000,000.
o 10,000,000 shares will be disbursed upon aggregate sales of
$16,200,000.
Concurrent with the approval of the acquisition of ITM, IVP's shareholders
voted to increase the number of authorized shares of IVP Technology, which, in
part, permitted the company to issue sufficient shares to pay out shares for the
management services obtained through the stock purchase agreement between of ITM
and IVP, and, in part, to provide sufficient shares to acquire additional
assets, entities and financing. The acquisition of ITM was, and is, to be
satisfied by the issuance of 50,000,000 shares of IVP to the five founding
shareholders of ITM. This share issuance has not yet been fully accounted for as
the shares given in exchange for ITM are subject to performance milestones. In
the third quarter ended September 30, 2002 the founders of ITM became eligible
to receive 20,000,000 shares for meeting the first two milestones and these
shares were recorded as "compensation payment" shares and valued on a market
price basis as at the close of business on September 30, 2002, at a cost of
$3,800,000. On December 31, 2002, an additional 10,000,000 shares qualified for
release. These shares were valued for accounting purposes at $0.17 per share.
These disbursements of shares were non-cash items. The remaining 20,000,000
shares will also be recorded as a type of "compensation payment" on the
appropriate quarterly financial statements as the revenue milestones are met and
the shares are released to the management. The "cost" of the remaining
20,000,000 shares that will be owed cannot be determined at this time as it is
dependent on the share price of IVP shares at the quarterly close if one or more
milestones have been met. Subsequently the board of directors ascertained that
the treatment of the 50,000,000 shares was counterproductive to both the company
and to the shareholders and immediately vested the 50,000,000 shares in the
hands of the shareholders of ITM.
In March 2000, IVP, through an agreement with TPG Capital Corporation,
which was operated by James Cassidy, a lawyer in Washington D.C., acquired
Erebus Corporation for $200,000 in cash and 350,000 shares of IVP at the then
market value of IVP. This consideration was paid as a fee to TPG Capital, the
sole shareholder of Erebus Corporation. The Erebus transaction was undertaken
between Erebus, a non-active reporting entity, and IVP Technology, in order for
IVP could become a reporting issuer with the SEC and thereby maintain its status
as a listed company on the OTCBB. From an accounting standpoint the Erebus
transaction was treated as a recapitalization (stock for stock transaction and
no goodwill was recorded).
10
TPG Capital was the sole shareholder of Erebus Inc., an inactive reporting
shell company. The consulting agreement states that one year after the execution
of the agreement ("reset date") the 350,000 common shares issued by IVP
Technology to the former stockholder shall be increased or decreased based upon
the average closing price of IVP Technology's stock 30 days prior to the reset
date, so the value of the 350,000 shares was equal $500,000. The average closing
price of the stock was $0.1487 per share. Based on the consulting agreement IVP
Technology is obligated to issue an additional 3,028,378 common shares to the
consultant as an additional fee. IVP Technology does not believe that it will be
legally obligated to issue the shares based on the reset date as the SEC had
previously reached a settlement agreement with Mr. Cassidy and TPG Capital with
regard certain practices related to vending reporting shells to non-reporting
entities in order for the later to retain listing status on the OTC BB. See SEC
Litigation release no. 17023/June 4, 2001.
Since becoming a reporting entity IVP Technology has filed and maintained
its reporting obligations to the SEC.
11
PROPOSAL 2 - AMENDMENT TO THE ARTICLES OF INCORPORATION
Our Company's Board of Directors proposes an amendment to our Company's
Articles of Incorporation to allow the Board of Directors to split or reverse
split the number of outstanding common shares at such times as in the judgment
of the board of directors that it would be advisable provided that the
authorized number of common shares does not exceed the current 500,000,000.
The amendment to our Company's Articles of Incorporation shall not change
the provision for authorization of 500,000,000 shares of our Company's common
stock. As of October 15, 2004, 475,251,935 shares of the Company's common stock
were outstanding.
There are certain advantages and disadvantages of voting for the Board of
Directors ability to affect the ratio of outstanding common shares. The
advantages include:
o The ability to raise capital by issuing capital stock in those
situations where the Company is near its limit of authorized shares.
o The ability to fulfill our Company's obligations by having capital
stock available upon the exercise of outstanding warrants.
o To have shares available to pursue business expansion opportunities.
o To have shares available to retain or reward high value employees,
as the Company does not maintain a stock option plan.
The disadvantages include:
o Potential dilution to the existing shareholders. This could cause
the market price of our stock to decline.
o Restricting the supply of shares of stock. The reduction in the
supply of stock could reduce liquidity cause.
o A potential change of control if all or a significant block of the
shares to be issued are held by one or more shareholders working
together.
If the amendment to our Company's Articles of Incorporation is adopted, an
amendment to the Articles of Incorporation of IVP Technology Corporation shall
be filed with the Nevada Secretary of State so that Article 3(A) shall be as
follows:
(A) Classes of Stock
"The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares that the corporation is authorized to issue
is Five Hundred Fifty Million (550,000,000) shares, each with a par
value of $0.001 per share. Five Hundred Million (500,000,000) shares
shall be Common Stock and Fifty Million (50,000,000) shares shall be
Preferred Stock. The board of directors is authorized to affect the
ratio of issued and outstanding common stock to authorized common
stock by splitting or reverse splitting the number of outstanding
common shares without shareholder approval so long as the authorized
shares of common stock do not exceed Five Hundred Million
(500,000,000).
12
In additional to the reasons specified above, the Company's Board of
Directors believes that it is desirable to have additional authorized shares of
common stock available for possible future financings, possible future
acquisition transactions and other general corporate purposes. Having such
additional authorized shares of common stock available for issuance in the
future would give our Company greater flexibility and may allow such shares to
be issued without the expense and delay of a special shareholders' meeting.
Although such issuance of additional shares with respect to future financings
and acquisitions would dilute existing shareholders, management believes that
such transactions would increase the value of our Company to our shareholders.
The Company is currently not considering any such financings, acquisitions or
other corporate purposes.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Our Board of Directors unanimously recommends a vote "FOR" the approval of
an amendment to our Company's Articles of Incorporation to allow the board of
directors to effect splits and reverse splits to the outstanding common shares
provided that there will be no more than 500,000,000 common shares authorized at
$0.001 par value.
13
PROPOSAL 3 - APPROVAL OF THE NAME CHANGE OF THE CORPORATION
Our Company's Board of Directors proposes to approve the amendment to our
Company's Articles of Incorporation changing name of the corporation from IVP
Technology Corporation to ActiveCore Technologies, Inc.
There are certain advantages and disadvantages of voting for the name
change. The advantages include:
o The Company's name will reflect more closely the products being
marketed by the Company.
o The name will be more descriptive and forward looking.
The disadvantages include:
o Shareholders who purchased the stock many years ago will not
recognize the new name as belonging to the same company.
An amendment to the Articles of Incorporation of IVP Technology
Corporation has been filed with the Nevada Secretary of State so that Article
1(A) states as follows:
Name of the Corporation
"The Corporation shall be known as ActiveCore Technologies, Inc.
RECOMMENDATION OF THE BOARD OF DIRECTORS
Our Board of Directors unanimously recommends a vote "FOR" the approval of
the amendment to our Company's Articles of Incorporation changing the name of
IVP Technology Corporation to ActiveCore Technologies, Inc.
14
DESCRIPTION OF CAPITAL STOCK
General
IVP Technology's authorized capital consists of 500,000,000 shares of
common stock, par value $0.001 per share and 50,000,000 shares of preferred
stock, par value $0.001 per share. At October 15, 2004 there were 475,251,935
outstanding shares of common stock and 8,333,333 outstanding shares of preferred
stock. Set forth below is a summary description of certain provisions relating
to IVP Technology's capital stock contained in its Articles of Incorporation and
By-Laws and under the Nevada Revised Statutes. The summary is qualified in its
entirety by reference to IVP Technology's Articles of Incorporation and By-Laws
and the Nevada law.
Common Stock
Each outstanding share of common stock has one vote on all matters
requiring a vote of the stockholders. There is no right to cumulative voting;
thus, the holder of fifty percent or more of the shares outstanding can, if they
choose to do so, elect all of the directors. In the event of a voluntary of
involuntary liquidation, all stockholders are entitled to a pro rata
distribution after payment of liabilities and after provision has been made for
each class of stock, if any, having preference over the common stock. The
holders of the common stock have no preemptive rights with respect to future
offerings of shares of common stock. Holders of common stock are entitled to
dividends if, as and when declared by the Board out of the funds legally
available therefore. It is IVP Technology's present intention to retain
earnings, if any, for use in its business. The payments of dividends on the
common stock are, therefore, unlikely in the foreseeable future.
Preferred Stock
A. We issued 8,333,333 shares of series A preferred stock in connection
with a preferred share financing completed on September 15, 2004 and authorized
the creation of 4,167,667 Series B preferred shares to close December 1, 2004
with the same terms. The terms of these preferred shares are as follows: "Series
A Convertible Preferred Stock", par value $0.001 per share (the "Series A
Preferred Stock"). The number of authorized shares constituting the Series A
Preferred Stock is 8,333,333. The Series A Preferred Stock will have a
liquidation preference in relation to the common shares outstanding. With
respect to the payment of dividends and other non-liquidation distributions on
the capital stock of the Company, the Series A Preferred Stock shall rank: (i)
senior to the common stock of the Company, par value of $0.001 per share (the
"Common Stock"), (ii) senior to each other class or series of stock of the
Company that by its terms ranks junior to the Series A Preferred Stock, or makes
no reference to rank, as to payment of dividends or non-liquidation
distributions, whether such series and classes are now existing or are created
in the future, (iii) on a parity with each other class or series of stock of the
Company that by its terms ranks on parity with the Series A Preferred Stock as
to payment of dividends or non-liquidation distributions, whether such series
and classes are now existing or are created in the future, and (iv) junior to
each other class or series of stock of the Company that by its terms ranks
senior to the Series A Preferred Stock, whether such series and classes are now
existing or are created in the future. Notwithstanding the foregoing, the Series
A Preferred Stock shall rank pari passau with the Series B Preferred Stock that
the Company intends to authorize and issue concurrently with the authorization
and issuance of Series A Preferred Stock. The Board of Directors is authorized,
within the limitations and restrictions prescribed by law or stated in the
Articles of Incorporation, and by filing a certificate pursuant to applicable
law of the State of Nevada, to provide for the issuance of preferred stock in
series and (i) to establish from time to time the number of shares to be
included in each series; (ii) to fix the voting powers, designations, powers,
preferences and relative, participating, optional or other rights of the shares
of each such series and the qualifications, limitations or restrictions thereof,
including but not limited to the fixing and alteration of the dividend rights,
dividend rate, conversion rights, conversion rates, voting rights, rights and
terms of redemption (including sinking fund provisions), the redemption price or
prices, and the liquidation preferences of any wholly unissued series of shares
of preferred stock; and (iii) to increase or decrease the number of shares of
any series subsequent to the issue of shares of that series, but not below the
number of shares of any series shall be so decreased, the shares constituting
such decrease shall resume the status, which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.
15
Warrants
IVP Technology has outstanding warrants to purchase 265,000 shares of
common stock, of which 15,000 shares have an exercise price of $0.50 per share
and 250,000 shares have an exercise price of $0.099 per share. These warrants
expire on the fifth anniversary of issuance, April 2007, and were issued in
connection with the Equity Line of Credit. In addition there are warrants to
purchase an additional 595,919 shares of common stock at the price of 0.018
prior to November 30, 2005 and a warrant to purchase an additional 3,404,081
shares of common stock at the price of 0.018 prior to November 30, 2005. These
warrants were issued in connection with a private sale of securities in July
2004.
Equity Line of Credit
In April 2002, and subsequently amended as to amount in May 2002, our
Company entered into an Equity Line of Credit Agreement with Cornell Capital
Partners, L.P. Pursuant to the Equity Line of Credit, our Company may, at its
discretion, periodically sell to Cornell Capital Partners shares of common stock
for a total purchase price of up to $10.0 million. For each share of common
stock purchased under the Equity Line of Credit, Cornell Capital Partners will
pay 92% of the lowest closing bid price of the common stock on the
Over-the-Counter Bulletin Board or other principal market on which the common
stock is traded for the 5 days immediately following the notice date. Cornell
Capital Partners is a private limited partnership whose business operations are
conducted through its general partner, Yorkville Advisors, LLC. Further, Cornell
Capital Partners will be paid a fee of 3% of each advance under the Equity Line
of Credit as a fee. In addition, we engaged Westrock Advisors, Inc., a
registered broker-dealer, to advise our Company in connection with the Equity
Line of Credit. For its services, Westrock Advisors, Inc. received 100,000
shares of our common stock. The registration statement was declared effective on
February 14, 2003. The Line of Credit will not be renewed upon its expiry.
Options
Our Company has no outstanding options.
Anti-Takeover Effects Of Provisions Of The Articles Of Incorporation
Authorized and unissued stock. The authorized but unissued shares of our
common are available for future issuance without our stockholders' approval.
These additional shares may be utilized for a variety of corporate purposes
including but not limited to future public or direct offerings to raise
additional capital, corporate acquisitions and employee incentive plans. The
issuance of such shares may also be used to deter a potential takeover of IVP
Technology that may otherwise be beneficial to stockholders by diluting the
shares held by a potential suitor or issuing shares to a stockholder that will
vote in accordance with IVP Technology's Board of Directors' desires. A takeover
may be beneficial to stockholders because, among other reasons, a potential
suitor may offer stockholders a premium for their shares of stock compared to
the then-existing market price.
The existence of authorized but unissued and unreserved shares of
preferred stock may enable the Board of Directors to issue shares to persons
friendly to current management which would render more difficult or discourage
an attempt to obtain control of our company by means of a proxy contest, tender
offer, merger or otherwise, and thereby protect the continuity of our company's
management.
Transfer Agent
The Transfer Agent for the common stock is Pacific Stock Transfer Company
located at P.O. Box 93385, Las Vegas, Nevada 89193-3385.
16
OTHER MATTERS
As of the date of this proxy statement, our Company knows of no business
that will be presented for consideration at the meeting other than the items
referred to above. If any other matter is properly brought before the meeting
for action by shareholders, proxies in the enclosed form returned to our Company
will be voted in accordance with the recommendation of our Board of Directors
or, in the absence of such a recommendation, in accordance with the judgment of
the proxy holder.
INDEPENDENT ACCOUNTANTS
The firm of Weinberg & Company, P.A. served as our Company's independent
accountants for Fiscal 2003. Representatives of the firm will be available by
telephone to respond to questions at the Annual Meeting of the Shareholders.
These representatives will have an opportunity to make a statement if they
desire to do so. The Company has selected Weinberg & Company, P.A. will be its
independent auditor for the fiscal year ended December 31, 2004.
Audit Fees. The aggregate fees billed for professional services rendered
$185,317and $91,744 for the audits of the Company's annual financial statements
for the fiscal years ended December 31, 2003 and 2002, respectively, and the
reviews of the financial statements included in the Company's annual and
quarterly reports for those fiscal years.
Audit-Related Fees. No fees were billed in either of the last two fiscal
years for assurance and related services by the principal accountant.
Tax Fees. No fees were billed in either of the last two fiscal years for
tax compliance, tax advice of tax planning.
All Other Fees. No other fees were billed during the two fiscal years.
The Company's Board of Directors took into consideration whether the
provision of the services described above was for fiscal year 2002 and will be
for fiscal year 2003 compatible with maintaining the independence of the
Company's outside principal accountants.
17
ADDITIONAL INFORMATION
Proposals of Shareholders for the Next Annual Meeting. Proposals of
shareholders intended for presentation at the 2004 annual meeting must be
received by IVP Technology on or before July 1, 2005, in order to be included in
the proxy statement and form of proxy for that meeting. Additionally, IVP
Technology must have notice of any shareholder proposal to be submitted at the
2004 Annual Meeting (but not required to be included in the Proxy Statement) by
March 18, 2005, or such proposal will be considered untimely pursuant to Rule
14a-4 and Rule 14a-5(e) under the Exchange Act and persons named in the proxies
solicited by management may exercise discretionary voting authority with respect
to such proposal.
Proxy Solicitation Costs. Our Company is soliciting the enclosed proxies.
The cost of soliciting proxies in the enclosed form will be borne by our
Company. Officers and regular employees of our Company may, but without
compensation other than their regular compensation, solicit proxies by further
mailing or personal conversations, or by telephone, telex, facsimile or
electronic means. Our Company will, upon request, reimburse brokerage firms for
their reasonable expenses in forwarding solicitation materials to the beneficial
owners of stock.
Incorporation by Reference. Certain financial and other information
required pursuant to Item 13 of the Proxy Rules is incorporated by reference to
the Company's Annual Report, which is being delivered to the shareholders with
this proxy statement. In order to facilitate compliance with Rule 2-02(a) of
Regulation S-X, one copy of the definitive proxy statement will include a
manually signed copy of the accountant's report.
By Order of the Board of Directors
/s/ Brian MacDonald
-----------------------------------
Toronto, Ontario Brian MacDonald
November 2, 2004 Chairman of the Board
18
APPENDIX
AUDIT COMMITTEE CHARTER
I. Purpose
The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities with respect to the
Company's:
1. financial statements and financial information provided to
shareholders and others,
2. system of internal controls,
3. financial reporting principles and policies,
4. internal and external audit processes, and
5. regulatory compliance programs for ethical business conduct.
II. Composition
The Audit Committee shall consist of at least one member of the Board who
meets the requirements of independence as follows:
1. is not and has not been an employee of the Company or a Company
subsidiary,
2. has no relationship to the Company that may interfere with the
exercise of such director's independence from management and the
Company,
3. is financially literate or will become so in a reasonable amount of
time,
4. has no family relationship with any executive officer of the Company
or any affiliate of the Company.
Prospective members shall be recommended by the Committee with input from
the Chairman and CEO and elected by the Board. One member shall be designated by
the Board as the Chairman of the Committee.
At least one member of the Committee shall have accounting or related
financial management expertise.
III. Meetings
The Audit Committee shall meet at least four times per year or more
frequently as circumstances require. The Audit Committee shall review its
charter at least annually.
The Committee may have in attendance at meetings such members of
management or others as it may deem necessary to provide the information to
carry out its duties.
IV. Duties and Responsibilities
The Audit Committee shall have the following duties and responsibilities
with respect to:
1. Independent Accountant
(a) Serve as the Board's primary avenue of communication with the
independent accountant.
(b) Make recommendations to the Board regarding the selection,
evaluation, retention, or discharge of the independent accountant.
(c) Ensure understanding by the independent accountant and management
that the Board, as the shareholders' representative, is the
independent accountant's client and therefore the independent
accountant is ultimately accountable to the Board and the Audit
Committee.
(d) Provide the opportunity for the independent accountant to meet with
the full Board as deemed necessary and appropriate by the Committee.
(e) Confirm and assure the independence of the independent accountant
by:
(i) accepting receipt of their annual submission of a formal
written statement delineating all relationships between the
independent accountant and the Company,
(ii) monitoring fees paid to the independent accountant for
consulting and other non-audit services, and
(iii) engaging in a dialogue with the independent accountant with
regard to any disclosed relationships or services that may
impact the objectivity or independence of the independent
accountant.
(f) Review the annual audit plan of the independent accountant and its
scope.
2. Financial Statements
(a) Review legal matters that may have a material impact on the
financial statements with the General Counsel, Director of Corporate
Auditing, the Controller and the independent accountant.
(b) Review and discuss with management and the independent accountant,
prior to releasing the quarterly earnings, the Company's quarterly
financial information. Assure that the independent accountant has
reviewed the financial information included in the Company's
Quarterly Reports on Form 10-Q prior to filing such reports with the
SEC. Such review is to be performed in accordance with AICPA
Statement on Auditing Standards No. 71 "Interim Financial
Information."
(c) Recommend to the Board whether the audited financial statements be
included in the Company's Annual Report on Form 10-K, in advance of
filing such form with the SEC.
(d) Discuss with the independent accountant the matters required to be
discussed by Statement on Auditing Standards No. 61, including, but
not limited to:
(i) the quality and appropriateness of the accounting principles
and underlying estimates used in the preparation of the
Company's financial statements, and
(ii) the clarity of financial disclosures in the Company's
financial statements.
3. Risks and Uncertainties, Including Contingent Liabilities
(a) Inquire of management, the Director of Corporate Auditing, and
the independent accountant about risks or exposures and review
the steps management has taken to minimize such risks or
exposures to the Company.
(b) Consider and review management's analysis and evaluation of
significant financial accounting and reporting issues and the
extent to which such issues may affect the Company's financial
statements.
IVP TECHNOLOGY CORPORATION
156 Front Street West, Suite 210
Toronto, Ontario M5J 2L6
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Brian MacDonald and Peter Hamilton, as proxy,
with full power of substitution, to represent the undersigned and to vote all
shares of capital stock of IVP Technology Corporation, which the undersigned
would be entitled to vote if personally present and voting at the Annual Meeting
of Shareholders to be held November 29, 2004, or any adjournment thereof, upon
all matters coming before the meeting.
1. ELECTION OF DIRECTORS: The election of four directors: Peter Hamilton,
Brian MacDonald, J. Stephen Smith and Steven Lewis, to hold office until
the first annual meeting of shareholders following their election or
appointment and until their successors have been duly elected and
qualified.
FOR ALL WITHHOLD AUTHORITY FOR ALL, EXCEPT
nominees listed above to vote For All nominees listed above |_|
|_| |_| to withhold authority to vote,
mark "For All, Except"
and write the Nominee's name on the line below
_______________________________________________
2. AMENDMENT TO ARTICLES OF INCORPORATION: To approve an amendment to our
Company's Articles of Incorporation to allow the Board of Directors to
split or reverse split the number of outstanding common shares at such
times as in the judgment of the board of directors that it would be
advisable provided that the authorized number of common shares does not
exceed the current 500,000,000.
FOR AGAINST ABSTAIN
|_| |_| |_|
3. APPROVAL OF THE NAME CHANGE OF THE CORPORATION: To approve the amendment
to the Company's Articles of Incorporation changing the name of the
corporation from IVP Technology Corporation to ActiveCore Technologies,
Inc.
FOR AGAINST ABSTAIN
|_| |_| |_|
- --------------------------------------------------------------------------------
In his discretion, the Proxy is authorized to vote upon such other business as
may properly come before the meeting. This proxy, when properly executed, will
be voted in the manner directed herein by the undersigned shareholder. If no
direction is made, the proxy will be voted "For" Proposal 1 and Proposal 2.
DATED: __________________, 2004
___________________________________________ _______________________________
Print Name Signature
___________________________________________ _______________________________
Print Name, if held jointly Signature if held jointly
Please date, print and sign your name above. When shares
are held by joint tenants, both should sign. When
signing as attorney, as 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,
please sign in partnership name by authorized person.