Here is a list of the proposed Directors to be elected as shown on the Proxy Statement for the August 12, 2002 annual shareholders meeting:
I. ELECTION OF DIRECTORS
Four directors will be elected at the Annual Meeting of Stockholders to be held
on August 12, 2002, each to serve until the 2003 Annual Meeting of Stockholders
and until a successor shall have been chosen and qualified. It is the intention
of each of the persons named in the accompanying form of Proxy to vote the
shares of Common Stock represented thereby in favor of the nominees listed in
the following table, unless otherwise instructed in such Proxy. All of such
nominees are presently serving as directors. In case any of the nominees is
unable or declines to serve, such persons reserve the right to vote the shares
of Common Stock represented by such Proxy for another person duly nominated by
the Board of Directors in such nominee's stead. The Board of Directors has no
reason to believe that the nominees named will be unable or will decline to
serve.
Certain information concerning the nominees for election as directors is set
forth below. Such information was furnished by them to the Company.
Name and Certain Biographical Information
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CLINTON H. SNYDER, age 47, has been a Director of the Company since June, 2000
and served as Chief Financial Officer of the Company from November, 1998 to
January, 2002. From 1975 to 1982 he served as auditor and business consultant
with the public accounting firm of Stegman & Associates. From 1982 to 1985 he
served as Finance Officer for a multi-national construction products and real
estate development firm in Baltimore, Md. From 1985 to 1990 he served as
Executive Officer for Finance and Administration with North American Beauty
Services, Inc., a wholesale and retail distributor of beauty products. From 1990
to 1992, he served as Vice President of Finance for Innovative Telecom Company,
Inc., a telecommunications provider. From 1992 to 1998, he served as a business
consultant, financial and tax strategist for companies throughout the New
England area.
ANDREW T. SILBER - Age 32, has served as a Director and as Director of Sales of
the Company since October 2001. In 1992 Mr. Silber co-founded Business Advantage
Group, a telecommunications consulting firm. He served as Vice President of
Operations of Business Advantage Group until 1998. From July 1999 to September
2001 he served as Director of Sales of IDS Telcom in Miami, Florida, a
competitive local exchange and long distance carrier. Mr. Silber received a B.S.
in Management and International Finance from the University of Miami.
HARLEY L. ROLLINS - Age 30, has served as Chairman of the Company since June
2002. Mr. Rollins has also served as a director and as President and Chief
Executive Officer since February 2002 and as Chief Financial Officer of the
Company since January 2002. From 1993 to 1995 he worked as an auditor and tax
associate for Deloitte and Touche LLP. From 1995 to 1996, Mr. Rollins served as
Director of Finance and SEC Reporting at TresCom International, Inc., a
publicly-traded international telecommunications company. From August 1996 to
May 1997, Mr. Rollins was the Director of Finance, Treasury and External
Reporting for US One Communications Corporation, a competitive local exchange
carrier. From May 1997 to March 2001, Mr. Rollins served as Chief Financial
Officer of Technology Control Services, Inc. (TCS), a telecommunications
software provider. During his tenure at TCS, Mr. Rollins also served as Managing
Director of Interglobe Telecommunications, Ltd., a London, England based
telecommunications provider. Mr. Rollins is a partner with Tatum CFO Partners,
LLP.
JOSEPH A. GUZMAN - Age 46, has served as a director of the Company since May
2002. From 1981 to 1998 he worked with AT&T in a variety of positions from
account executive to Vice President of Field Operations for AT&T's Latin America
& Caribbean Communications Services Group. From 1998 to November of 2001, Mr.
Guzman worked with Global Crossings, most recently as the Chief Operating
Officer for Global Crossing's Latin America Division. Mr. Guzman has served in
the California Air National Guard and holds a B.S. in Finance from California
State University Hayward.
Rodney W. Sturm - Age 61, has served as a director of the Company since July
2002. From 1966 to 1996 he worked with AT&T in a variety of positions from
Director of International Marketing of AT&T's International Communications Group
to Chairman and CEO of AT&T Puerto Rico and AT&T Virgin Islands. From 1996 to
2002, Mr. Sturm has served as President of the Sigma Group, a consulting firm
focused on strategic development and deployment within the telecommunication
industry. Mr. Sturm has served as a director for several public companies and
holds a BS in Industrial Engineering from the University of Illinois and an MS
in Management from the Stanford Graduate School of Business.
2
During the fiscal year ended December 31, 2001 the Board of Directors of the
Company met 6 times. The Board members, during their term in 2001, attended at
least 75% of the meetings of the Board of Directors and meetings of any
committees of the Board of Directors on which such person served which were held
during the time that such person served. Eugene A. Rosov resigned from the Board
of Directors on February 12, 2002. Michael J. Zwebner resigned from the Board of
Directors and as Chairman of the Board on June 20, 2002. Alexander Walker, Jr.
is not standing for re-election as a director of the Company.
Committees of the Board of Directors
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The Board of Directors has appointed an Audit Committee and a Compensation
Committee
The members of the Audit Committee as appointed are Harley L. Rollins, Clinton
H. Snyder and Joseph A. Guzman. During the fiscal year ended December 31, 2001,
the Audit Committee, comprised of Eugene A. Rosov (resigned February 12, 2002),
Alexander Walker Jr. (resigned from Committee March 19, 2002) and Mr. Snyder,
met on two occasions. The Audit Committee is responsible for reviewing financial
statements, consulting with the independent auditors concerning the Company's
financial statements, accounting and financial policies and internal controls
and reviewing the scope of the independent auditors' activities and fees.
The members of the Compensation Committee as appointed are Messrs. Rollins,
Snyder and Guzman. During the fiscal year ended December 31, 2001, the
Compensation Committee, comprised of Michael J. Zwebner (resigned June 20,
2002), Mr. Rosov (resigned February 12, 2002) and Curtis T. Orgle (resigned
March 19, 2002), met on two occasions. The Compensation Committee reviews and
makes recommendations to the Board of Directors with respect to the compensation
of all officers of the Company and issuances of equity securities and options of
the Company to directors, officers, employees and consultants of the Company. |
