Annual Meeting
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
AXCESS Inc. on Tuesday, June 6, 2000, at 9:00 a.m., central daylight time. The
meeting will be held at the Company's corporate headquarters, 3208 Commander
Drive, Carrollton, Texas 75006. The Company's Board of Directors and management
look forward to greeting those stockholders able to attend in person.
At the meeting, the Company's stockholders will be asked to consider and
elect six directors to serve until the next annual meeting of stockholders. The
Company's stockholders will also be asked:
1. To consider and vote on a proposal to elect Richard C.E. Morgan, Allan
Griebenow, Paul J. Coleman, Jr., Gregory W. Haskell, Robert J. Bertoldi and
David J. Illingworth as directors of the Company;
2. To ratify the selection of Ernst & Young LLP as the independent
auditor of the Company for the fiscal year ended December 31, 2000;
3. To consider and vote on a proposal to amend the Company's Certificate
of Incorporation to increase the number of authorized shares of the
Company's voting common stock from 12,000,000 to 50,000,000;
4. To consider and vote on a proposal to issue more than 20% of the
Company's outstanding voting common stock, at a per share price less than
the greater of the per share book or market value of the voting common
stock on the date of private placements, to holders of: (a) Series 1999
Preferred Stock upon the conversion of the Series 1999 Preferred Stock, (b)
Series 1999 Non-Voting Preferred Stock upon the conversion of the non-
voting common stock and (c) Series 2000 Non-Voting Preferred Stock upon the
conversion of the non-voting common stock;
5. To approve an amendment to the AXCESS Inc. 1991 Incentive Stock Option
Plan to increase the number of authorized shares issuable thereunder from
900,000 to 2,000,000; and
6. To transact such other business as may properly come before the annual
meeting or any adjournment or postponement thereof.
The Company's Board of Directors has unanimously approved each of the
proposals set forth above and urges you to vote in favor of each of the
proposals. Information about the business to be conducted at the meeting is set
forth in the accompanying Proxy Statement, which you are urged to read
carefully. During the meeting, I will review with you the affairs and progress
of the Company during the fiscal year ended December 31, 1999. Officers of the
Company will be present to respond to questions from stockholders.
The vote of every stockholder is important. The Board of Directors
appreciates and encourages stockholder participation in the Company's affairs.
Whether or not you plan to attend the meeting, please sign, date and return the
enclosed Proxy promptly in the envelope provided. Your shares will then be
presented at the meeting, and the Company will be able to avoid the expense of
further solicitation. If you attend the meeting, you may, at your discretion,
withdraw the Proxy and vote in person.
On behalf of the Board of Directors, thank you for your cooperation and
continued support.
Sincerely,
/s/ RICHARD C.E. MORGAN
Richard C.E. Morgan
Chairman of the Board |
