-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B7zBKM4HwNvwBXnUnTmcTW0FHPExJsPk8daAtzfKBhxxaVBljZEW/hV5uWqnmbBH tZ3L/M0w7pFOWWGDrjXqyQ== 0000950138-00-000301.txt : 20001227 0000950138-00-000301.hdr.sgml : 20001227 ACCESSION NUMBER: 0000950138-00-000301 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYSCOMM INTERNATIONAL CORP CENTRAL INDEX KEY: 0001037417 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 112889809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53179 FILM NUMBER: 795411 BUSINESS ADDRESS: STREET 1: 275 MARCUS BLVD CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5162732300 MAIL ADDRESS: STREET 1: 275 MARCUS BLVD CITY: HAUPPAUGE STATE: NY ZIP: 11788 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED DIGITAL SOLUTIONS INC CENTRAL INDEX KEY: 0000924642 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 431641533 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 400 ROYAL PALM WAY STREET 2: SUITE 410 CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 5613664800 MAIL ADDRESS: STREET 1: 400 ROYAL PALM WAY STREET 2: SUITE 410 CITY: PALM BEACH STATE: FL ZIP: 33480 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED CELLULAR TECHNOLOGY INC DATE OF NAME CHANGE: 19940606 SC 13D 1 0001.txt SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) SysComm International Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 871942 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) David I. Beckett, Esq. General Counsel Applied Digital Solutions, Inc. 400 Royal Palm Way, Suite 410 Palm Beach, Florida 33480 Tel: (561) 366-4800 Fax: (561) 366-0002 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 14, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: (Continued on following pages) (Page 1 of 11 Pages) ================================================================================ - --------------------- ------------------ CUSIP No. 871942 10 8 Schedule 13D Page 2 of 11 Pages - --------------------- ------------------ 1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Applied Digital Solutions, Inc. 43-1641533 - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Missouri - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 2,570,000 NUMBER OF SHARES ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH ------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 2,570,000 PERSON WITH ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,570,000 shares of Common Stock - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.5%* - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- * Share ownership numbers and percentages are approximations for the reasons stated in Item 5 of this Schedule 13D. The reporting person is the beneficial owner of all of the reported shares although record ownership varies. * SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------------- ------------------ CUSIP No. 871942 10 8 Schedule 13D Page 3 of 11 Pages - --------------------- ------------------ Item 1. Security and Issuer. This Statement on Schedule 13D (the "Schedule 13D") relates to shares of Common Stock, par value $0.01 per share (the "Shares"), of SysComm International Corporation, a Delaware corporation ("SysComm" or the "Company"). The principal executive offices of SysComm are located at 20 Precision Drive, Shirley, New York 11967. Item 2. Identity and Background. (a)-(c), (f) The name, state of incorporation and business address of the person filing this statement (the "Reporting Person") is: Applied Digital Solutions, Inc., a Missouri corporation 400 Royal Palm Way, Suite 410 Palm Beach, Florida 33480 Applied Digital Solutions is a leading edge, single-source provider of e-business solutions. The company differentiates itself in the marketplace by enabling e-business through Computer Telephony Internet Integration (CTII) (the integration of computer, telecom and the Internet). The company's goal is to be a single source e-business provider that mid-size companies can turn to for intelligently connecting their business processes via telephone or computer, with their customers, suppliers and partners to deliver the results expected from the emerging e-business market. The Reporting Person's services integrate Web front-end applications with back-end enterprise resources either by telephone, computer/software or both. Applied Digital Solutions provides end to end solutions that enable e-business optimization while powering e-business initiatives through intelligent collaboration and customer interaction. Information relating to the directors and executive officers of the Reporting Person is contained in Appendix A attached hereto and is incorporated herein by reference. (d) and (e) Neither the Reporting Person nor, to the best of its knowledge, any of the persons listed in Appendix A has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which has resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person acquired an interest in the Shares in connection with the execution of a stock purchase agreement (see Item 5 below) pursuant to which the Reporting Person will acquire the Shares from the current holders thereof, John H. Spielberger, Catherine Spielberger and Bearpen Limited Partnership. The Reporting Person acquired the Shares by issuing shares of its common stock and by paying the remainder of the purchaser price in cash, pursuant to the terms of the stock purchase agreement. No other financing is required to effect the transaction. - --------------------- ------------------ CUSIP No. 871942 10 8 Schedule 13D Page 4 of 11 Pages - --------------------- ------------------ Item 4. Purpose of Transaction. The Reporting Person consummated a Stock Purchase Agreement with John H. Spielberger, Catherine Spielberger and Bearpen Limited Partnership dated as of November 13, 2000 (as amended December 14, 2000, the "Purchase Agreement"), a copy of which is attached as an exhibit hereto and hereby incorporated herein by reference. The Reporting Person entered into the Purchase Agreement with the intent of indirectly acquiring control of substantially all of the assets of the Issuer. In connection with the execution of the Purchase Agreement, the acting officers and directors of the Issuer resigned, and representatives of the Reporting Person were appointed to fill the vacancies on the board of directors. As a result of the transaction, each share of common stock of the Issuer being acquired will be exchanged for approximately $ worth of the Reporting Person's common stock. Also on December 14, 2000, John H. Spielberger, Catherine Spielberger and Bearpen Limited Partnership executed an irrevocable proxy (the "Proxy") providing the Reporting Person with the right to vote the Shares of Common Stock to be acquired by the Reporting Person pending the closing. Item 5. Interest in Securities of the Issuer. (a) and (b). As of December 14, 2000, under the definition of "beneficial ownership" as set forth in Rule 13d-3 under the Exchange Act, the Reporting Person may be deemed to have beneficial ownership of 2,570,000 shares of Common Stock of the Issuer pursuant to the Purchase Agreement, constituting approximately 54.6% of the outstanding shares of Common Stock of the Issuer (based on 4,703,421 shares of Common Stock outstanding on August 17, 2000). Upon consummation of the Purchase Agreement and delivery of the Proxy in connection therewith, the Reporting Person obtained the sole power to vote such shares of Common Stock. Until the escrow established under the Purchase Agreement is released and the Reporting Person receives the Shares, the Reporting Person will not have the sole or any shared power to dispose or to direct the disposition of any Common Stock. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. (c) Except as set forth in this Item 5, to the best knowledge of the Reporting Person, neither the Reporting Person nor any director or executive officer of the Reporting Person and no other person described in Item 2 hereof has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares of Common Stock. (d) Until the escrow established under the Purchase Agreement is released and the Reporting Person receives the Common Stock, none of the Reporting Person or any of its designees will have any right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock. (e) Not applicable. - --------------------- ------------------ CUSIP No. 871942 10 8 Schedule 13D Page 5 of 11 Pages - --------------------- ------------------ Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. As described above, on December 14, 2000, John H. Spielberger, Catherine Spielberger and Bearpen Limited Partnership executed the Proxy providing the Reporting Person with the right to vote the Shares of Common Stock to be acquired by the Reporting Person pending the closing. A copy of the Proxy is attached hereto as an exhibit and incorporated herein by this reference. Item 7. Material to be Filed as Exhibits. Attached hereto or incorporated herein as exhibits are the following documents: 1. Stock Purchase Agreement by and between Applied Digital Solutions, Inc. and John H. Spielberger, Catherine Spielberger and Bearpen Limited Partnership, dated November 13, 2000 (incorporated by reference to Exhibit 2.1 to the Issuer's current report on Form 8-K which was filed with the Securities and Exchange Commission on December 22, 2000--File No. 0-22693). 2. Amendment No. 1 to Stock Purchase Agreement by and between Applied Digital Solutions, Inc. and John H. Spielberger, Catherine Spielberger and Bearpen Limited Partnership, dated December 14, 2000 (incorporated by reference to Exhibit 2.2 to the Issuer's current report on Form 8-K which was filed with the Securities and Exchange Commission on December 22, 2000--File No. 0-22693). 3. Irrevocable Proxy of John H. Spielberger, Catherine Spielberger and Bearpen Limited Partnership dated as of December 14, 2000. - --------------------- ------------------ CUSIP No. 871942 10 8 Schedule 13D Page 6 of 11 Pages - --------------------- ------------------ SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 22, 2000 Applied Digital Solutions, Inc. By: /s/ David A. Loppert ---------------------------- Name: David A. Loppert Title: Senior Vice President - --------------------- ------------------ CUSIP No. 871942 10 8 Schedule 13D Page 7 of 11 Pages - --------------------- ------------------ Appendix A INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF APPLIED DIGITAL SOLUTIONS, INC. Set forth below are the name, current business address, citizenship and the present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each director and executive officer of Applied Digital Solutions, Inc. The principal address of Applied Digital Solutions, Inc. and, unless otherwise indicated below, the current business address for each individual listed below is 400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480. Unless otherwise indicated, each such person is a citizen of the United States. Unless otherwise indicated, each occupation set forth opposite the individual's name refers to employment with Applied Digital Solutions, Inc. Name and Current Present Principal Occupation or Employment; Business Address Material Positions Held During the Past Five Years ---------------- -------------------------------------------------- Richard J. Sullivan Mr. Sullivan, was elected to the Board of Directors, and named Chief Executive Officer, in May 1993. He was appointed Secretary in March 1996. He is a member of the Compensation Committee of the Board of Directors of the Company. Mr. Sullivan is currently Chairman of Great Bay Technology, Inc. From August 1989 to December 1992, Mr. Sullivan was Chairman of the Board of Directors of Consolidated Convenience Systems, Inc., in Springfield, Missouri. He has been the Managing General Partner of The Bay Group, a merger and acquisition firm in New Hampshire, since February 1985. Mr. Sullivan was formerly Chairman and Chief Executive Officer of Manufacturing Resources, Inc., an MRP II software company in Boston, Massachusetts, and was Chairman and CEO of Encode Technology, a "Computer-Aided Manufacturing" Company, in Nashua, New Hampshire from February 1984 to August 1986. Mr. Sullivan is married to Angela M. Sullivan. Jerome C. Artigliere Mr. Artigliere joined a subsidiary of the Company as President in January 1998, and was appointed Vice President of the Company in April 1998, and Treasurer in December 1999, and Chief Financial Officer in November 2000. From 1996 to 1997 he was Regional Vice President at General Electric Capital Corporation in Portsmouth, NH. Prior to that, from 1994 to 1996 he was State Vice President at First National Bank in Portsmouth, NH, a commercial bank subsidiary of Peoples Heritage Bank of Portland, MA. He earned an undergraduate degree in finance from Seton Hall University in 1977, and an MBA from Fairleigh Dickinson University in 1980. Mr. Artigliere joined a subsidiary of the Company as President in January 1998, and was appointed Vice President of the Company in April 1998, and Treasurer in December 1999. From 1996 to 1997 he was Regional Vice President at General Electric Capital Corporation in Portsmouth, NH. Prior to that, from 1994 to 1996 he was State Vice President at First National Bank in Portsmouth, NH, a commercial bank subsidiary of Peoples Heritage Bank of Portland, MA. He earned an undergraduate degree in finance from Seton Hall University in 1977, and an MBA from Fairleigh Dickinson University in 1980. - --------------------- ------------------ CUSIP No. 871942 10 8 Schedule 13D Page 8 of 11 Pages - --------------------- ------------------ Name and Current Present Principal Occupation or Employment; Business Address Material Positions Held During the Past Five Years ---------------- -------------------------------------------------- Richard S. Friedland Mr. Friedland, was elected to the Board of Directors in October 1999 and is Chairman of the Audit Committee and serves on the Compensation Committee of the Board of Directors of the Company. He was previously associated with General Instrument Corporation. During his 19-year tenure, he held various executive positions, including Chief Financial Officer, President and Chief Operating Officer. In 1995, he was appointed Chairman of the Board and Chief Executive Officer. Mr. Friedland currently serves on the boards of Tech-Sym Corporation, Zilog, Inc. and Video Network Communications, Inc., as well as several development stage companies. He earned a Bachelor of Science degree in Accounting from Ohio State University in 1972 and a Master of Business Administration degree from Seton Hall University in 1985. Michael E. Krawitz Mr. Krawitz joined the Company as Assistant Vice President and General Counsel in April 1999, and was appointed Vice President and Assistant Secretary in December 1999. From 1994 to April 1999, Mr. Krawitz was an attorney with Fried, Frank, Harris, Shriver & Jacobson in New York. Mr. Krawitz earned a Bachelor of Arts degree from Cornell University in 1991 and a juris doctorate from Harvard Law School in 1994. - --------------------- ------------------ CUSIP No. 871942 10 8 Schedule 13D Page 9 of 11 Pages - --------------------- ------------------ Name and Current Present Principal Occupation or Employment; Business Address Material Positions Held During the Past Five Years ---------------- -------------------------------------------------- David A. Loppert Mr. Loppert joined the Company as Vice President, Treasurer and Chief Financial Officer in February 1997. In November 2000, Mr. Loppert was appointed Senior Vice President and relinquished his position as Chief Financial Officer. From 1996 to 1997, he was Chief Financial Officer of Bingo Brain, Inc. From 1994 to 1996, he was Chief Financial Officer of both C.T.A. America, Inc., and Ricochet International, L.L.C. Prior to that he was Senior Vice President, Acquisitions and Due Diligence, of Associated Financial Corporation. Mr. Loppert started his financial career with Price Waterhouse in 1978, in Johannesburg, South Africa, before moving to their Los Angeles Office in 1980 where he rose to the position of Senior Manager. He holds Bachelor degrees in both Accounting and Commerce, as well as a Higher Diploma in Accounting, all from the University of the Witwatersrand, Johannesburg. Mr. Loppert was designated a Chartered Accountant (South Africa) in 1980. Arthur F. Noterman Mr. Noterman, a Chartered Life Underwriter, has served as a Director since February 1997, and serves on the Audit Committee of the Board of Directors of the Company. An operator of his own insurance agency, Mr. Noterman is a registered NASD broker affiliated with a Chicago, Illinois registered broker/dealer. Mr. Noterman attended Northeastern University from 1965 to 1975 and obtained the Chartered Life Underwriters Professional degree in 1979 from The American College, Bryn Mawr, Pennsylvania. - --------------------- ------------------- CUSIP No. 871942 10 8 Schedule 13D Page 10 of 11 Pages - --------------------- ------------------- Name and Current Present Principal Occupation or Employment; Business Address Material Positions Held During the Past Five Years ---------------- -------------------------------------------------- Daniel E. Penni Mr. Penni, has served as a Director since March 1995 and is Chairman of the Compensation Committee, and serves on the Audit Committees of the Board of Directors of the Company. Since March 1998, he has been an Area Executive Vice President for Arthur J. Gallagher & Co., an insurance agency. He has worked in many sales and administrative roles in the insurance business since 1969. He was President of the Boston Insurance Center, Inc., an insurance agency, until 1988. Mr. Penni was founder and President of BIC Equities, Inc., a broker/dealer registered with the NASD. Mr. Penni graduated with a Bachelor of Science degree in 1969 from the School of Management at Boston College. Angela M. Sullivan Ms. Sullivan, has served as a Director since April 1996 and serves on the Compensation Committee of the Board of Directors of the Company. From 1988 to the present, Ms. Sullivan has been a partner in The Bay Group, a private merger and acquisition firm, President of Great Bay Technology, Inc., and President of Spirit Saver, Inc. Ms. Sullivan earned a Bachelor of Science degree in Business Administration in 1980 from Salem State College. Ms. Sullivan is married to Richard J. Sullivan. Garrett A. Sullivan Mr. Sullivan, has been President of the Company since March 1995. He was elected to the Board of Directors in August 1995. He was acting secretary of the Company from March 1995 to March 1996 and acting Chief Financial Officer from March 1995 to February 1997. From 1993 to 1994 he was an Executive Vice President of Envirobusiness, Inc. From 1988 to 1993, he served as president and chief operating officer of two companies in the electronics and chemical industries which were owned by Philips North America. He was previously a partner in The Bay Group, a merger and acquisition firm in New Hampshire, from 1988 to 1993. From 1981 to 1988, Mr. Sullivan was President of Granada Hospital Group, Burlington, Massachusetts. He earned a Bachelor of Arts degree from Boston University in 1960 and an MBA from Harvard University in 1962. Mr. Sullivan is not related to Richard J. Sullivan. - --------------------- ------------------- CUSIP No. 871942 10 8 Schedule 13D Page 11 of 11 Pages - --------------------- ------------------- Name and Current Present Principal Occupation or Employment; Business Address Material Positions Held During the Past Five Years ---------------- -------------------------------------------------- Constance K. Weaver Ms. Weaver, was elected to the Board of Directors in July 1998 and serves on the Compensation and Audit Committees of the Board of Directors of the Company. From 1996 to the present, Ms. Weaver has been Vice President, Investor Relations and Financial Communications for AT&T Corporation. From 1995 through 1996 she was Senior Director, Investor Relations and Financial Communications for Microsoft Corporation. From 1993 to 1995 she was Vice President, Investor Relations, and from 1991 to 1993 she was Director of Investor Relations, for MCI Communications, Inc. Ms. Weaver is a director of Primark Corporation and the National Investor Relations Institute (NIRI). She earned a Bachelor of Science degree from the University of Maryland in 1975. EX-3 2 0002.txt IRREVOCABLE PROXY Irrevocable Proxy The undersigned stockholders of SysComm International Corporation, a Delaware corporation (the "Company"), hereby irrevocably appoint Applied Digital Solutions, Inc., a Missouri corporation (the "Purchaser"), and any officer of the Purchaser, and each of them, the attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to the full extent of the undersigned's rights, within the limitations of this proxy, with respect to shares of Common Stock, par value $0.01 per share, of the Company, and any other securities of the Company, owned of record or beneficially by the undersigned (the "Shares"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof, until such time as that certain Stock Purchase Agreement dated as of November 13, 2000 (as amended, the "Purchase Agreement"), among the Purchaser and the undersigned, shall be consummated and the shares of the Company conveyed thereunder released from escrow in accordance with its terms. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares of securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. This proxy is irrevocable (to the extent permitted under the General Corporation Law of the State of Delaware), and coupled with an interest and is granted in consideration of the Purchaser entering into the Purchase Agreement with the undersigned. The attorneys and proxies named above will be empowered at any time prior to such consummation or termination of the Purchase Agreement to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned as such designees, or any of them, in their or its sole discretion, deem proper in respect of any annual, special, or adjourned meeting of the Company's stockholders, or any written consent in lieu of such a meeting or otherwise, on any matter properly to come before the stockholders of the Company. By executing this proxy appointment, the undersigned hereby waive notice of the holding of any meeting covered hereby. The undersigned will, upon request, execute and deliver any additional documents deemed by the above named attorneys and proxies to be necessary or desirable to effect the irrevocable proxy created hereby. Any obligations of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. This proxy is irrevocable. Dated: December 14, 2000 /s/ John H. Spielberger ------------------------------------ John H. Spielberger, Individually /s/ Catherine Spielberger ------------------------------------ Catherine Spielberger, Individually BEARPEN LIMITED PARTNERSHIP By: /s/ John Spielberger --------------------------------- Name: John H. Spielberger Title: A General Partner By: /s/ Catherine Spielberger --------------------------------- Name: Catherine Spielberger Title: A General Partner -----END PRIVACY-ENHANCED MESSAGE-----