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.
[ ] Definitive Additional Materials.
[ ] Soliciting Materials Pursuant to Rule 14a-12.
UNITY WIRELESS 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 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to the Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------
UNITY WIRELESS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 22, 2001
10:00 A.M.
The Annual Meeting of Stockholders of Unity Wireless Corporation, a
Delaware corporation (the "Company"), will be held on Friday, June 22, 2001, at
10:00 a.m. local time, at 7438 Fraser Park Drive, Burnaby, British Columbia,
Canada, for the following purposes:
1. To elect directors to serve until the next annual meeting of
stockholders or until their successors are elected.
2. To ratify the appointment of KPMG LLP as independent accountants for
the Company for the fiscal year ending December 31, 2001.
3. To transact such other business as may properly come before the
meeting or any adjournment(s) of the annual meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Stockholders who owned shares of the Company
at the close of business on May 18, 2001 are entitled to notice of, and to vote
at, the annual meeting.
All stockholders are cordially invited to attend the annual meeting in
person. However, to assure your representation at the annual meeting, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the enclosed postage prepaid envelope. If you attend the meeting in
person, you may vote even if you have returned a proxy card.
For the Board of Directors
UNITY WIRELESS CORPORATION
/s/ Roland Sartorius
----------------------------------------
Roland Sartorius
Secretary
Bellevue, Washington
May 24, 2001
YOUR VOTE IS VERY IMPORTANT.
PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.
2
UNITY WIRELESS CORPORATION
----------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
JUNE 22, 2001
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Unity Wireless Corporation, a Delaware corporation, for use at Unity Wireless'
Annual Meeting of Stockholders to be held on June 22, 2001, or at any
adjournment(s) or postponement(s) of the meeting.
A number of abbreviations are used in this Proxy Statement. Unity Wireless
Corporation is referred to as "Unity Wireless" or "the Company." The term "proxy
solicitation materials" includes this Proxy Statement, as well as the enclosed
proxy card and the 2000 Annual Report, which is incorporated by reference.
References to "fiscal 2000" mean the Company's 2000 fiscal year which began on
January 1, 2000 and ended on December 31, 2000. The Company's 2001 Annual
Meeting of Stockholders is simply referred to as "the annual meeting."
The Company's executive offices are located at 10900 NE 4th Street, Suite
2300, Bellevue, Washington. The Company's telephone number is (800) 337-6642.
These proxy solicitation materials were mailed on or about May 24, 2001 to
all stockholders entitled to vote at the annual meeting.
RECORD DATE AND SHARES OUTSTANDING
Stockholders who owned shares of the Company's stock at the close of
business on May 18, 2001 (the "Record Date") are entitled to notice of, and to
vote at, the annual meeting. At the Record Date, the Company had 25,743,153
shares of Common Stock issued and outstanding.
REVOCABILITY OF PROXIES
You may revoke your proxy at any time before its use by delivering to the
Company a written notice of revocation, by delivering to the Company an executed
proxy bearing a later date, or by attending the annual meeting and voting in
person.
VOTING
Each share of Common Stock outstanding on the Record Date is entitled to
one vote. Cumulative voting is not permitted. The Company's transfer agent
tabulates the votes. A quorum, which is a majority of the outstanding shares as
of the Record Date, must be present in person or by proxy in order to hold the
meeting and to conduct business. Your shares will be counted as being present at
the meeting if you appear in person at the meeting, or if you submit a properly
executed proxy card. Votes against a particular proposal will be counted both to
determine the presence or absence of a quorum and to determine whether the
requisite majority of voting shares has been obtained.
While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions and broker non-votes, the Company
believes that both abstentions and broker non-votes should be counted for
purposes of determining whether a quorum is present at the annual meeting, but
not to determine whether the requisite majority of the shares has been obtained
on the various proposals. In the absence of
3
controlling precedent to the contrary, the Company intends to treat abstentions
and broker non-votes in this manner.
SOLICITATION OF PROXIES
The Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding soliciting
materials to such beneficial owners. Proxies may also be solicited by certain of
the directors, officers, and regular employees of the Company, without
additional compensation, personally or by telephone, telegram or facsimile.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
If you intend to present a stockholder proposal at the Company's 2002
Annual Meeting of Stockholders, the Company must receive your proposal no later
than February 10, 2002 in order to include it in the proxy statement and form of
proxy related to that meeting.
PROPOSAL ONE -- ELECTION OF DIRECTORS
NOMINEES
The Board of Directors has nominated the persons named below for election
as directors at the annual meeting. Unless otherwise directed, the proxy holders
will vote the proxies received by them for the seven nominees named below. If
any of the seven nominees 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 is
designated by the present Board of Directors to fill the vacancy. It is not
expected that any nominee will be unable or will decline to serve as a director.
The directors elected will hold office until the next annual meeting of
stockholders and until their successors are elected and qualified.
The names of the nominees and certain information about them are set forth
below. Positions with the Company's operating subsidiary, Unity Wireless Systems
Corporation, a British Columbia, Canada corporation ("UW Systems") are also
noted.
IRECTOR
NAME POSITION SINCE
---- -------- --------
Mark Godsy............. Director and Chairman of Board of Directors of the Company 2000
Director and Chairman of Board of Directors of UW Systems
John Robertson......... Director, President and Chief Executive Officer of the Company 2000
Director, President and Chief Executive Officer of UW Systems
Roland Sartorius....... Director, Chief Financial Officer and Secretary of the Company 2000
Director, Chief Financial Officer and Secretary of UW Systems
Thomas Dodd............ Director and Senior Vice President of the Company 2000
Director and Senior Vice President of UW Systems
Ken Maddison........... Director of the Company 1998
Robert W. Singer....... Nominee for director of the Company
Robert Fetherstonhaugh. Nominee for director of the Company
There is no family relationship between any of the directors or executive
officers of Unity Wireless.
4
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The nine nominees receiving the highest number of affirmative votes of the
shares entitled to be voted shall be elected as directors of the Company. Votes
withheld from any director are counted for purposes of determining the presence
or absence of a quorum but have no other legal effect under Delaware law. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF MARK GODSY, JOHN ROBERTSON,
ROLAND SARTORIUS, THOMAS DODD, KEN MADDISON, ROBERT W. SINGER, AND ROBERT
FETHERSTONHAUGH AS DIRECTORS OF THE COMPANY TO HOLD OFFICE UNTIL THE 2001 ANNUAL
MEETING OF STOCKHOLDERS OR UNTIL HIS SUCCESSOR IS DULY ELECTED AND QUALIFIED OR
UNTIL HIS EARLIER DEATH, RESIGNATION OR REMOVAL.
DIRECTOR CANDIDATE BIOGRAPHIES
Mark Godsy - Age 46. Mr. Godsy is a Director and the Chairman of the Board
of Directors of the Company and UW Systems. He previously served as a Director
and the Chairman of the Board of Directors of UW Systems from May 1993 to
November, 1998, and as the Secretary of UW Systems from May, 1993 to July, 1995,
and from May, 1997 to November, 1998. Mr. Godsy was also Chief Executive Officer
of the Company from February 2000 until November 17, 2000. His term as a
Director of the Company runs until the next annual meeting of the shareholders
unless earlier terminated. Mr. Godsy is an experienced entrepreneur working in
the areas of corporate development and venture capital. He practiced law for
approximately five years before entering business and co-founding two successful
companies, ID Biomedical Corporation and Angiotech Pharmaceuticals Ltd., both
leading Canadian biotechnology firms. Mr. Godsy's responsibilities included
building executive management teams, coordinating corporate finance activities
and strategic positioning. Mr. Godsy is a graduate of the University of British
Columbia and received his law degree from McGill University. He is currently a
member of the Law Society of British Columbia.
John Robertson - Age 49. Mr. Robertson is a Director of the Company and the
Chief Executive Officer of the Company and of UW Systems. His term as Director
of the Company runs until the next annual meeting of shareholders unless earlier
terminated. Mr. Robertson has over 18 years experience in the telecommunications
industry with both public and private companies. He has held senior executive
positions with Glentel, Glenayre Communications and Uniden Canada. Mr. Robertson
was instrumental in Glentel's increase in annual revenues from $9 million to
over $40 million, in addition to leading the restructuring of related company
Glenayre Communications. At Uniden Canada, his leadership resulted in over $32
million in annual revenues. Throughout his career, Mr. Robertson's experience in
all levels of management, operations, finance, sales and marketing, have been
continually proven. Recently, he founded Ultratech Linear Solutions
("Ultratech")in mid-1999 achieving over US$3 million in revenue before being
acquired in November 2000 by Unity Wireless.
Roland Sartorius - Age 48. Mr. Sartorius is a Director of the Company and
the Chief Financial Officer and Secretary of the Company and of UW Systems. His
term as Director of the Company runs until the next annual meeting of
shareholders unless earlier terminated. Mr. Sartorius has over 12 years
experience in the position of Chief Financial Officer in several public and
private multinational entities. Most recently, he was based in Switzerland and
held the same position with a private equity/venture capital firm managing
several significant equity funds, exceeding Sfr 100 million, with investments in
various European and North American technological/industrial companies. His
focus has been in the areas of corporate finance, strategic planning, financial
reporting and controls, international tax planning, compliance and
investor/shareholder relations. From 1981 to 1988, Mr. Sartorius was employed
with KPMG, initially as an auditor and subsequently as a Management Consultant
in Corporate Finance. Mr. Sartorius, a Certified General Accountant, holds a
Bachelor of Commerce & Business Administration degree from the University of
British Columbia. He currently serves and has previously served on boards of
directors for a variety of private companies.
Thomas Dodd - Age 50. Mr. Dodd is a Director of the Company and Senior Vice
President of the Company and of UW Systems. His term as a Director of the
Company runs until the next
5
annual meeting of the shareholders unless earlier terminated. Mr. Dodd is a
senior marketer/manager with over 25 years experience as an end user, OEM,
consultant, and manufacturer, in roles ranging from field technical support to
executive management. He has held senior executive positions with Dynapro
Systems Inc. and Campbell Technologies with primary responsibilities in sales
and marketing. Currently, Mr. Dodd serves on the Board of Directors of
FutureFund (VCC) Capital Corp.
Ken Maddison - Age 60. Mr. Maddison is a Director of the Company. His term
runs until the next annual meeting of the shareholders unless earlier
terminated. Mr. Maddison, a Chartered Accountant since 1966 and elected a Fellow
of the Institute of Chartered Accountants of BC in 1975, retired after a lengthy
career as a partner with the accounting firm KPMG. In public practice over the
past 32 years, Mr. Maddison provided auditing, accounting and business advisory
services to a wide range of clients in the hospitality, real estate,
construction, non-profit and insurance industries. Mr. Maddison currently serves
on the boards of International Wayside Gold Mines Ltd, Island Mountain Gold
Mines Ltd., Northern Continental Resources Inc., Northern Hemisphere Development
Inc. and Golden Cariboo Resources Ltd.
Robert W. Singer - Age 53. Senator Singer is a New Jersey state senator and
serves within the Senate leadership circle as Assistant Majority Leader. Senator
Singer is also Vice-Chairman of the Senate Commerce Committee and a member of
the Senate Health Committee. In his former duties as an elected representative
in the Upper House, Senator Singer was Chairman of the Senate Senior Citizens,
Veterans Affairs and Agriculture Committee and was Vice-Chairman of the Senate
Environment Committee, and had been appointed to chair the Joint Legislative
Biotechnology Task Force and the Software Task Committee. Senator Singer is
presently Chairman of the Senate Task Force on Science and Technology, which was
established in 2001. On a national level, Senator Singer was also appointed as a
member of the Health Committee of the Assembly on Federal Issues of the National
Conference of State Legislatures. Members of the Assembly on Federal Issues meet
with federal officials and play a key role in developing recommendations on a
wide range of national issues that affect state-federal relations. State Senator
Robert Singer has distinguished himself among his national peers through his
recognition and understanding of high technology industries, particularly
biotechnology and the economic development, health care, agricultural and
environmental benefits this industry offers his state and the nation. The
Senator has also been honored at the national and state level for his leadership
and support in promoting the biotechnology industry. Senator Singer currently
serves on the boards of Brocker Technology Group. and Healthchoice Incorporated.
Robert Fetherstonhaugh - Age 45. Mr. Fetherstonhaugh is a chartered
accountant with executive experience in technology companies and public
accounting. He is presently Deputy Chairman and Corporate Secretary of
Trader.com, a public company in the business of online and print publication,
which he joined in 1998. Mr. Fetherstonhaugh is responsible for internet and
media acquisitions in Canada, U.S.A., Holland, and Russia, and closed three such
acquisitions in 1999. He is also responsible for coordinating the company's
Russian operations, which now generate $20 million in free cash flows per year,
and has set up operation in China. From 1978 to 1998 he served with KPMG and
became Partner in charge of the Financial Institutions Practice for Montreal. He
also set up, led, and significantly expanded the High Technology Practice in
Montreal. While a partner at KPMG he financed the repurchase of Trader.com by
raising $700 million in December 1998 and lining up a strategic European
investor. He also worked extensively to finalize the NASDAQ and French COB
exchange filings for the company.
6
EXECUTIVE OFFICERS
All executive officers of the Company or UW Systems are also on the Board
of Directors.
Officers are elected by the Board of Directors and serve at the discretion
of the Board of Directors or until their resignation or removal.
BOARD MEETINGS
In February, 2000, the Board of Directors established an Audit and
Compensation Committee consisting of Ken Maddison and Norm Elliot, each of whom
is an outside director on the Board of Directors and Mark Godsy, Chief Executive
Officer and a director of the Company. Norm Elliot was not re-elected as a
director at the 2000 Annual Shareholders' Meeting. In August, 2000, the Audit
and Compensation Committee was dissolved and replaced by an Audit Committee and
a Compensation Committee. Robert Kubbernus, Roland Sartorius and Ken Maddison
were appointed to the Audit Committee. Robert Kubbernus, Roland Sartorius and
Ken Maddison were also appointed to the Compensation Committee. Robert Kubbernus
and Ken Maddison are outside directors on the Board of Directors and Roland
Sartorius is Chief Financial Officer and Secretary of the Company.
The Audit Committee makes recommendations to the Board of Directors
concerning the engagement of independent public accountants, it reviews with the
independent public accountants the scope and results of the audit engagement, it
approves professional services provided by the independent public accountants,
it reviews the independence of the independent public accountants, it considers
the range of audit and non-audit fees, and it reviews the adequacy of the
Company's internal accounting controls. The Compensation Committee determines
and establishes compensation levels on an annual basis for the Company's
executive officers. The Company does not have a nominating committee or a
committee serving a similar function. Nominations are made by and through the
full Board of Directors.
The Board of Directors held eight meetings during fiscal 2000. All
Directors attended 75% or more of the meetings that were called during their
term as director, except for Siavash Vojdani who attended five of the seven
meetings called during his term as director, and Dr. Franz Heinrich Schain who
did not attend any of the meetings called during his term as director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1999, the Company borrowed approximately $1,350,000 from Integrated
Global Financial Corporation (IGF). IGF is affiliated with Integrated Equity
Management (IEM). IEM has a contract for services with Apel Financial, a company
owned by Norm Elliot, a former director of the Company. The loan from IGF was on
terms favorable to the Company and has been repaid in full.
The Corporation has a loan receivable from Cobratech Industries Inc.
("Cobratech"), a company with two common directors, in the principal amount of
$200,000. Interest is payable to the Corporation at 1% per month, calculated
monthly not in advance. The loan is secured by a general security agreement
which includes all of the personal and real property of Cobratech. The loan is
repayable upon demand. Cobratech repaid the Corporation $100,000 on January 10,
2001, and has agreed to repay the balance in 2001.
There are no other material related transactions or related contracts with
a value of over $60,000.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth all compensation earned by all persons
serving as the Chief Executive Officer of the Company during the fiscal year
ended December 31, 2000. No officer of the Company or its subsidiaries earned
greater than $100,000 in total salary and bonus during 2000, the most recently
completed fiscal year of the Company.
7
Summary Compensation Table
Name and Position Year Salary Restricted Securities
----------------- ---- ------ Stock Underlying
Awards($) Options(#)
Annual --------- ----------
Compensation($) Long Term Compensation
--------------- ----------------------
John Robertson 2000(1) 10,300 0 275,000(2)
Mark Godsy 2000(3) 0 72,000 200,000(4)
William Brogdon 1999 38,756 0 0
William Brogdon 1998 64,167 61,480(5) 200,000
-----------
NOTES:
(1) Mr. Robertson, the current Chief Executive Officer of the Company, served
as Chief Executive Officer during the period November 17 - December 31,
2000.
(2) Mr. Robertson received 200,000 options in December 2000 as partial
compensation for serving as Chief Executive Officer of the Company. He also
received 75,000 options in December 2000 as compensation for serving as a
director of the Company.
(3) Mr. Godsy served as Chief Executive Officer of the Company during the
period February 22 - November 17, 2000. At the end of this period, Mr.
Godsy was paid accrued wages in restricted stock (171,428 shares)
equivalent to $72,000 on the date of issue.
(4) Mr. Godsy received 200,000 options in December 2000 as compensation for
serving as the Chairman of the Board of the Company.
(5) Mr. Brogdon served as Chief Executive Officer of UW Systems from February
1, 1998 and the Company from December, 1998. Both appointments concluded on
February 22, 2000.
At the end of 2000 the named executive officers held restricted stock of
the Company as follows. The value of these holdings is calculated at 50 cents,
which was the price of the Company's stock on December 31, 2000.
Restricted shares held Value of restricted shares held
---------------------- -------------------------------
John Robertson 203,315 $101,658
Mark Godsy 2,178,261 $1,089,131
William Brogdon 550,000 $275,000
As of December 31, 2000, Mark Godsy also owned 215,151 unrestricted shares
for a total of 2,393,412.
Combined Incentive and Nonqualified Stock Option Plan
In fiscal 1998, the Company adopted the 1998 Combined Incentive and
Nonqualified Stock Option Plan (the "98 Plan"), pursuant to which options to
purchase up to 3,000,000 shares of common stock may be granted to employees and
consultants of the Company. As this plan did not receive shareholder approval
within the 12 months required for certain options to qualify as Incentive Stock
Options, the Company adopted the 1999 Stock Option Plan (the "99 Plan") in
December, 1999 pursuant to which options to purchase up to
8
5,000,000 shares of common stock may be granted, and the 98 Plan was terminated.
The Company amended the 99 Plan in May, 2000 to revise the maximum number of
shares issuable under the plan to 20% of the number of common shares outstanding
including shares of common stock issuable under the plan. The 99 Plan received
shareholder approval in July, 2000.
As of May 16, 2001, there were 4,006,583 options outstanding under the 99
Plan. These options were exercisable at the following prices:
$0.38 2,770,333
$0.47 210,000
$0.50 385,000
$0.51 332,500
$0.64 10,000
$1.00 288,750
$2.06 10,000
-----------
4,006,583
Also, 437,500 of these options vested immediately, with the remainder
vesting as to one twelfth of the award at the end of each quarter of service for
12 quarters starting from the award date. All options expire 5 years from the
award date, unless an earlier expiry applies under the terms of the 99 Plan.
Of the total of 4,006,583 options, 1,322,708 will be vested by June 30,
2001. Also, 1,878,750 options are awarded to directors and officers as listed in
"Security Ownership Of Certain Beneficial Owners And Management", of which
796,250 will be vested by June 30, 2001.
The 99 Plan provides for the granting of stock options, including Incentive
Stock Options ("ISO's") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and Non-Qualified Stock Options
("NQSO's").
The 99 Plan is administered by the Board. The Board has the right to grant
awards to eligible recipients and to determine the terms and conditions of Award
Agreements ("Agreements"), including, but not limited to, the vesting schedule
and exercise price of such awards, and to make all other determinations deemed
necessary or advisable for the administration of the 99 Plan. The persons who
are eligible to receive awards pursuant to the 99 Plan are such directors,
officers, consultants and other employees of the Company as the Board selects
("Participants").
The maximum number of shares of the Company's common stock reserved for
issuance under the 99 Plan as at May 16, 2001 is 6,435,788 shares (subject to
adjustment as provided therein). Such shares may be authorized but unissued
common stock or authorized and issued common stock held in the Company's
treasury. The Board has the authority to make any and all equitable changes or
adjustments it deems necessary or appropriate in the event any dividend or other
distribution (whether in the form of cash, common stock, or other property),
recapitalization, common stock split, reverse common stock split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or
share exchange, or other similar corporate transaction or event, affects the
common stock such that an adjustment is appropriate in order to prevent dilution
or enlargement of the rights of Participants under the 99 Plan.
The Board determines the expiration date of each option, provided, however,
that no ISO can be exercisable more than 10 years after the date of grant. The
exercisability of options may be based on a predetermined vesting schedule or
may be subject to the attainment by the Company of performance goals
pre-established by the Board. The option exercise price per share is determined
by the Board, provided, however, that in the case
9
of an ISO, the option exercise price in no event can be less than the fair
market value of the common stock on the date the ISO is granted.
The Board may suspend, terminate or amend the 99 Plan at any time,
provided, however, that shareholder approval is required if and to the extent
the Board determines that such approval is appropriate for purposes of
satisfying Section 422 of the Code or Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act").
For the complete text of the 99 Plan, see the Company's 1999 Stock Option
Plan, a copy of which has been filed as Exhibit 10.6 to the Company's Form
10-KSB filed April 2, 2001.
OPTION GRANTS IN 2000
Option/SAR Grants Table
Option/SAR Grants in Last Fiscal Year
Individual Grants
(a) (b) (c) (d) (e) (f)
% of Total Market price
Number of Securities Options/SARs Granted on date of
Underlying Options/SARs to Employees in Fiscal Exercise or Base grant
Name Granted (#) Year* Price ($/Sh) ($/sh) Expiration Date
---- ----------- ----- ------------ ------ ---------------
CEO
John Robertson** 200,000 6.1 0.38 0.38 December 31, 2005
John Robertson 75,000 2.3 0.38 0.50 December 31, 2005
Mark Godsy*** 200,000 6.1 0.38 0.38 December 31, 2005
* The denominator (of 3,300,000) was arrived at by calculating the total
number of new options awarded during the year, and adjusting this number
downward for those awards during the year that were later reduced due to
repricing.
** John Robertson received 200,000 options at $1.00 (one-half fully vested and
one-half time-based) on December 22, 2000. Mr. Robertson renounced these
options in return for 200,000 options (one-half fully vested and one-half
time-based) with an exercise price of $0.38 granted on December 27, 2000
(first vesting date December 31, 2000). He received an additional 75,000
with an exercise price of $0.38 options on December 31, 2000.
*** Mark Godsy received 500,000 options at $2.06 (one-half fully vested and
one-half time-based) on February 22, 2000. He also received 50,000
time-based options in December 1999. Mr. Godsy renounced all these options
in return for 200,000 time-based options with an exercise price of $0.38
granted on December 27, 2000 (first vesting date December 31, 2000).
FISCAL YEAR-END OPTION VALUE
The following table presents the value of unexercised options held as of
December 31, 2000 by each of the named executive officers appearing in the
Summary Compensation Table in this section. None of these named executive
officers exercised any of their options in 2000. Mr. Brogdon held no options as
of December 31, 2000.
10
Aggregate Option Exercises in Last Fiscal Year and FY-End Option Values
-----------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) at FY-End ($)
Shares Acquired Value
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- -------- ------------------------- -------------------------
John Robertson 0 $0 114,583 / 160,417 $ 13,750 / $ 19,250
Mark Godsy 0 $0 16,667 / 183,333 $ 2,000 / $ 22,000
Compensation of Directors
The directors of the Company do not receive salaries or fees for serving as
directors of the Company, nor do they receive any compensation for attending
meetings of the Board of Directors or serving on committees of the Board of
Directors. The Company may, however, determine to compensate its directors in
the future. Directors are entitled to reimbursement of expenses incurred in
attending meetings. In addition, the directors of the Company are entitled to
participate in the Company's stock option plan. The Company has adopted a policy
whereby members of the Board of Directors receive initial grants of options upon
appointment or upon adoption of the policy, as follows:
Chairman 200,000 options
Director (other than Chairman) 75,000 options
Compensation Committee 5,000 options
Audit Committee 5,000 options
Options Committee 2,500 options
Employment Agreements
There are no employment agreements between the Company or any of its
subsidiaries with William Brogdon or Mark Godsy. The Company had an employment
agreement with John Robertson, dated November 16, 2000, which was replaced with
a consulting agreement of indefinite term on February 1, 2001. The consulting
agreement may be terminated on three months' notice. Pursuant to the employment
agreement, Mr. Robertson was entitled to a salary of Cdn. $9,000 per month,
reviewable annually, with such increases as the Company deems appropriate. Under
the consulting agreement, Mr. Robertson is entitled to fees of Cdn. $10,833.33
per month. Mr. Robertson is also entitled to options to purchase up to 375,000
shares of the common stock of the Company, to benefits as are ordinarily made
available to employees of the Company, and to the reimbursement of reasonable
job-related expenses.
Repricing of Options
On December 22, 2000 the Board of Directors approved the Stock Option Grant
Policy (see Exhibit 10.7 to the Company's report on Form 10-KSB filed April 2,
2001). This policy was implemented on December 27, 2000. See notes to the table
"Option/SAR Grants in Last Fiscal Year" for the impact of this policy on options
held by John Robertson and Mark Godsy. H. William Brogdon was not affected by
this policy as he no longer holds options in the Company's common stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the common shares of the Company as of May 16, 2001 by (i) each
person who is known by the Company to beneficially own more than 5% of the
issued and outstanding common shares of the Company; (ii) the chief executive
officer of the Company and the Company's two former chief executive officers
during its last fiscal year, individually named in the executive
11
compensation table above; (iii) the Company's directors; and (iv) all of the
Company's executive officers and directors as a group. Unless otherwise
indicated, the persons named below have sole voting and investment power with
respect to all shares beneficially owned by them, subject to community property
laws where applicable. As of May 16, 2001, there were 25,743,153 common shares
of the Company issued and outstanding. Each common share entitles the holder
thereof to one vote in respect of any matters that may properly come before the
shareholders of the Company. To the best of the knowledge of the Company, there
exist no arrangements that could cause a change in voting control of the
Company.
SHARES
NAME AND ADDRESS RELATIONSHIP BENEFICIALLY PERCENT
TITLE OF CLASS OF OWNER TO COMPANY OWNED(1) OWNED
-------------- -------- ---------- -------- -----
Common Stock........ Mark Godsy Director, 5% Shareholder and Past CEO 2,340,412 9.07
7575 Carnarvon Street (February 22, 2000 - November 17,
Vancouver, B.C. V6N 1K6 2000)
Common Stock........ John Robertson Director and Current CEO (November 363,732 1.40
#203-728 Farrow Street 17, 2000 - present)
Coquitlam, B.C. V3J 3S6
Common Stock........ Roland Sartorius Director and Executive Officer 162,917 0.63
#203 - 7155 Granville Street
Vancouver, B.C. V6P 4X6
Common Stock........ Thomas Dodd Director and Executive Officer 160,417 0.62
808 Seymour Blvd.
North Vancouver, B.C.
V7J 2J6
Common Stock........ Ken Maddison Director 28,125 0.11
2591 Lund Avenue
Coquitlam, B.C.
V3K 6J8
Common Stock........ Robert Kubbernus Director 21,875 0.08
400, 630 - 8th Ave.
Calgary, Alberta
T2P 1G6
Common Stock........ Lewis Sabounghi Director 193,750 0.75
1608 Proulx Drive
Orleans, Ontario
K4A 1T5
Common Stock........ John Anderson Director 64,750 0.25
3106 West 5th Ave.
Vancouver, B.C.
V6K 1L1
Common Stock........ H. William Brogdon Past CEO (February, 1999 to February 550,000 2.14
1817 Sleepy Hollow Lane 22, 2000)
Petaluma, CA 94954
Common Stock........ All directors and executive officers 4,075,977 15.36
as a group (10 individuals)
-----------
(1) Includes the following numbers of shares of common stock (total of 728,750)
that may be acquired by the exercise of stock options or warrants that are
now exercisable or will become exercisable within the next 60 days:
o Mark Godsy - 50,000 shares;
o John Robertson - 160,417 shares;
o Roland Sartorius - 162,917 shares;
o Thomas Dodd - 160,417 shares;
o Ken Maddison - 28,125 shares;
o Robert Kubbernus - 21,875 shares;
o Lewis Sabounghi - 68,750 shares;
o John Anderson - 18,750 shares;
o Norm Dowds - 125,000 shares;
12
PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Ernst & Young LLP ("E&Y") was dismissed from its position as the certifying
accountant of the registrant on December 31, 2000. KPMG LLP ("KPMG") was
appointed the new certifying accountant of the registrant on the same day.
E&Y's report on the financial statement for either of the past two years
did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or accounting principles,
except for the report on the 1998 financial statement, which contained an
explanatory paragraph (after the opinion paragraph) that stated the Company's
recurring losses from operations raised substantial doubt about its ability to
continue as a going concern. The 1998 financial statements did not include any
adjustments that might result from the outcome of this uncertainty. The report
on the 1999 financial statement did not contain any such explanatory paragraph
as to uncertainty.
The decision to change accountants was approved by the board of directors
of the Company pursuant to a consent board resolution dated December 31, 2000.
The Company has an audit committee, but the decision to change accountants was
not considered by this committee.
During the Company's two most recent fiscal years and the subsequent
interim period preceding the dismissal of E&Y, there were no disagreements with
E&Y on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
KPMG was engaged as the new principal accountant of the Company to audit
the Company's financial statements. The date of engagement was December 31,
2000. The Company expects that a representative of KPMG LLP will be present at
the Annual Meeting, will have the opportunity to make a statement if he or she
desires to do so, and will be available to answer any appropriate questions.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present or represented and voting at the Annual Meeting
will be required to approve this proposal. THE BOARD OF DIRECTORS RECOMMENDS
THAT STOCKHOLDERS VOTE "FOR" THE PROPOSAL.
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.
It is important that your shares be represented at the meeting, regardless
of the number of shares that you hold. You are, therefore, urged to mark, sign,
date and return the accompanying proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose.
For the Board of Directors
UNITY WIRELESS CORPORATION
/s/ Roland Sartorius
Roland Sartorius,
Secretary
Dated: May 24, 2001
13
UNITY WIRELESS CORPORATION
PROXY FOR 2001 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of UNITY WIRELESS CORPORATION, a Delaware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated May 24, 2001, and hereby appoints
Mark Godsy and Roland Sartorius and each of them, proxies and attorneys-in-fact,
with full power to each of substitution, on behalf and in the name of the
undersigned, to represent the undersigned at the 2001 Annual Meeting of
Stockholders of UNITY WIRELESS CORPORATION, to be held on Friday, June 22, 2001
at 10:00 a.m., local time at 7438 Fraser Park Drive, Burnaby, British Columbia,
Canada, and any adjournment(s) thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if then and there personally
present, on the matters set forth on the reverse side.
---------------------------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
---------------------------------
14
---------------------
SEE REVERSE SIDE
---------------------
15
Unity Wireless Corporation Annual Meeting to be held on June 22, 2001 at 10:00
A.M. PDT for stockholders as of May 18, 2001
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED FOR ITEMS 1 through 2.
1. Election of directors: Mark Godsy; John Robertson; FOR ALL WITHHOLD VOTE
Roland Sartorius; Thomas Dodd; Ken Maddison; NOMINEES FROM ALL NOMINEES
Robert W. Singer; Robert Fetherstonhaugh.
[ ] [ ]
[ ] -----------------------------------------------
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. To ratify the appointment of KPMG LLP as independent [ ] [ ] [ ]
accountants for the Company for the fiscal year ending
December 31, 2001.
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting any adjournment
thereof.
16
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. This Proxy should be marked, dated,
signed by the stockholder(s) exactly as his or her name appears hereon. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as such.
If a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
Signature: ---------------------------
Date: --------------------------------
Signature if held jointly: -----------
Date: --------------------------------
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
17