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
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement |_| Confidential, for Use of the Commission Only
|_| Definitive proxy statement (as permitted by Rule 14a-6(e)(2))
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DRIVERSHIELD CORP.
(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)(4) 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:
(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:
DRIVERSHIELD CORP.
12514 West Atlantic Blvd
Coral Springs, Florida 33071
November 19, 2002
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of
DriverShield Corp. to be held at 10:30 a.m. Florida time on December 19, 2002,
at [to be determined].
At the annual meeting, our shareholders will be voting on proposals to do
the following:
o to approve our amending our certificate of incorporation to change our
name to "Accessity Corp.";
o to elect Barry J. Spiegel, Kenneth J. Friedman and Bruce S. Udell as
members of our board of directors;
o to ratify our board of directors' selection of Nussbaum Yates & Wolpow,
P.C. to audit our financial statements for the fiscal year ending December
31, 2002; and
o to transact such other business as may properly come before the annual
meeting and any one or more adjournments thereof.
These proposals are more fully described in the enclosed proxy statement.
Our board of directors unanimously recommends that you vote in favor of each of
them.
To ensure that you are represented at the annual meeting, whether or not
you plan to attend, please read carefully the enclosed proxy statement, which
describes the matters to be voted upon, and complete, sign, date the enclosed
proxy card and return it as soon as possible in the accompanying postage-prepaid
return envelope. If you receive more than one proxy card because your shares are
registered in different names or with addresses, please return each of them to
ensure that all your shares are voted. If you hold your shares in street name
and decide to attend the annual meeting and vote your shares in person, please
notify your broker to obtain a ballot so that you may vote your shares. If you
are a holder of record of DriverShield shares and submit the enclosed proxy card
and then vote by ballot, your proxy vote will be revoked automatically and only
your vote by ballot will be counted. Your prompt return of your proxy card will
assist us in preparing for the annual meeting.
By Order of the Board of Directors,
Barry Siegel
Chief Executive Officer
Plainview, New York
DRIVERSHIELD CORP.
12514 West Atlantic Blvd
Coral Springs, Florida 33071
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 19, 2002
General Information for Shareholders
We are soliciting proxies on behalf of the board of directors of
DriverShield Corp., a New York corporation, for use at the annual meeting of
shareholders to be held at 10:30 a.m. Florida time on December 19, 2002, at the
[to be determined], and at any adjournment. This proxy statement is being first
sent to our shareholders on or about November 25, 2002.
Record Date and Voting
The proposals to be voted on at the annual meeting are described in detail
in this proxy statement. Shareholders of record at the close of business on
November 19, 2002, are entitled to notice of, and to vote at, the annual
meeting. At the close of business on that date, there were outstanding and
entitled to vote 10,796,988 shares of our common stock. Each holder of common
stock is entitled to one vote for each share of common stock held by that
shareholder on the record date.
If a choice as to the matters coming before the annual meeting has been
specified by a shareholder on a returned proxy card, the shares will be voted
accordingly. If no choice is specified, the shares will be voted in favor of the
proposals described in the notice of annual meeting sent to shareholders and in
this proxy statement.
Abstentions and broker non-votes (that is, shares voted by means of a
proxy card submitted by a broker or nominee that specifically indicates the lack
of discretionary authority to vote on the proposals) are counted for purposes of
determining the presence or absence of a quorum at the annual meeting. For
purposes of determining whether a majority of votes present at the annual
meeting have approved a given proposal, abstentions will have the same effect as
negative votes, whereas broker non-votes will not be counted.
To ensure that your shares are voted at the annual meeting, please
complete, date, and sign the enclosed proxy card and return it as soon as
possible in the accompanying postage-prepaid return envelope.
Revocability of Proxies
Any shareholder giving a proxy pursuant to this solicitation may revoke it at
any time before it is exercised. A shareholder may revoke a proxy either by
filing with our corporate secretary at our principal executive offices at 12514
West Atlantic Blvd, Coral Springs, Florida 33071, a duly executed proxy card
bearing a later date or by attending the annual meeting and voting that
shareholder's shares in person. Persons who hold shares of our common stock in
street name may revoke their proxy by contacting their broker to obtain a legal
ballot and filing that ballot bearing a later date with our corporate secretary
at our principal executive offices or by attending the annual meeting and voting
that ballot in person.
Solicitation
We will pay all expenses related to soliciting proxies in connection with
the annual meeting, including the cost of preparing, assembling, printing, and
mailing all materials being sent to our shareholders. We will furnish copies of
those materials to any brokerage house, fiduciary, or custodian holding in its
name shares that are beneficially owned by others so that they may forward those
materials to the beneficial owners. To ensure that a quorum is present in person
or by proxy at the annual meeting, it may be necessary for certain of our
officers,
directors, employees, or other agents to solicit proxies by telephone,
facsimile, or other means. Currently we do not intend to solicit proxies other
than by mail.
Shareholder Proposals
If you wish to present a shareholder proposal at the next meeting of
shareholders that we hold after the meeting to be held on December 19, 2002, you
must send us that proposal by October 18, 2003. If, however, the date of the
next annual meeting is changed by more than 30 days from December 19, 2003, then
the deadline is a reasonable time before we begin to print and mail our proxy
materials.
Additional Materials
We are mailing with this proxy statement a copy of our 2001 Annual Report.
These documents are incorporated in, and constitute a part of this proxy
statement.
Other Matters
Other than the proposals described in this proxy statement, we know of no
matters that will be presented for consideration at the annual meeting. If any
other matters properly come before the annual meeting, it is the intention of
the persons named in the enclosed form of proxy to vote as our board of
directors recommends the shares they represent by signing and returning the
enclosed proxy card, you are granting the named persons discretionary authority
with respect to such other matters.
PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL 1
FILING OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO CHANGE OUR NAME TO "ACCESSITY CORP."
On October 30, 2002, our board of directors authorized, subject to
approval by our shareholders, amending our certificate of incorporation to
change our name to "Accessity Corp." This change will be reflected in an
amendment to Article First of the certificate of incorporation
Name Change
The aim of this name change is to make our name more unique with no
connotations to any one business and unrelated to motor vehicle services.
Shareholders will not be required to submit their stock certificates for
exchange. Following effectiveness of the name change, all new stock certificates
that we issue will be overprinted with our new name.
Vote Required
The affirmative vote of a majority of all shares outstanding on the record
date is required to approve this proposal.
Our board of directors recommends tha t you vote FOR filing an amendment
to the certificate of incorporation in order to change our name.
2
PROPOSAL 2
ELECTION OF DIRECTORS
Nominees for Election
Our bylaws provide that our board of directors must be divided into three
classes as nearly equal in size as possible, with the term of office of one
class expiring each year. Accordingly, in any given year only those directors
belonging to one class may be changed and it would take elections in three
consecutive years to change the entire board of directors. At the upcoming
annual meeting, two Class II directors will be elected to serve a three-year
term (until the third succeeding annual meeting, in 2005) and until their
respective successors are duly elected and qualified. Additionally, a new Class
III director was recently elected by the Board of Directors to fill a vacancy on
the Board, and this individual is standing for election at this meeting. Class
III directors' terms expire in 2004. Unless authority to vote for the election
of directors is withheld, the enclosed proxy will be voted FOR the election of
the nominees named below.
Barry Siegel has been elected to serve until the 2003 annual meeting of
shareholders.
While our bylaws provide for a seven-person board of directors, upon
election of Bruce S. Udell our board of directors will have five members. Our
board has determined that it is in our best interest that at this time no
additional directors be nominated to fill the remaining two vacancies, as
retaining these vacancies will give our board greater flexibility to seek and
appoint one or two appropriate directors in the future.
Barry J. Spiegel, Kenneth J. Friedman and Bruce S. Udell will be elected
to our board of directors if the number of votes cast at the annual meeting in
favor of their respective election exceeds the number of votes cast to withhold
authority in connection with their respective election.
Information Concerning Directors and Officers
You will find below background information with respect to the nominee for
election and the directors whose terms of office will continue after the
upcoming annual meeting. See "Security Ownership of Certain Beneficial Owners
and Management" for information regarding their holdings of our common stock.
Nominee for Director Whose Terms Expire in 2005 (Class II)
Barry J. Spiegel, 53, has served as president of our Affinity Services
Division since September 1996. He served as president of American International
Insurance Associates, Inc. from January 1996 through August 1996. For more than
five years prior to August 1996, Mr. Spiegel served as senior vice president at
American Bankers Insurance Group, Inc.
Kenneth J. Friedman, 48, has served as one of our directors since October
1998. Mr. Friedman has for more than five years served as president of the
Primary Group, Inc., an executive search consulting firm.
Nominee for Director Whose Term Expires in 2004 (Class III)
Bruce S. Udell, [Biographical information to be supplied]
Our board of directors recommends that you vote FOR election of the
nominees named above.
3
Director Whose Terms Expire in 2003 (Class I)
Barry Siegel, 50, has served as one of our directors and our secretary
since we were incorporated. He has served as our treasurer since January 1998
and as our chief executive officer and chairman of the board since November
1997. Previously, he served as our chairman of the board, co-chief executive
officer, treasurer, and secretary from August 1997 through November 1997. From
October 1987 through August 1997, he served as our co-chairman of the board,
co-chief executive officer, treasurer, and secretary. He has served for more
than five years as treasurer and secretary of National Fleet Service, Inc., one
of our wholly-owned subsidiaries.
Director Whose Term Expires in 2004 (Class III)
John M. McIntyre, 47, was elected our President on July 15, 2002 and was
elected to our board of directors on December 4, 2001. He has spent the last 20
years working in the auto repair industry. In 1981, he founded Apple Auto Body
Incorporated, a privately held, multiple-location group of auto repair shops
based in Massachusetts, and since 1981 has acted as its president. In 1989 he
founded Trust Group Inc., a privately held property and casualty insurer based
in Massachusetts. Since 2000, Mr. McIntyre has also been a member of Barefoot
Properties of Hilton Head, LLC, a rental-property broker based in Hilton Head,
South Carolina. Since 1977, he has also served as a financial consultant to
TeleSouth a division of RHS Communications. Mr. McIntyre holds a Bachelor of
Science in Public Administration From Bentley College, Waltham, MA.
Relationships
There are no family relationships among the executive officers or
directors of DriverShield, except that Lisa Siegel, who previously serviced as
our vice-president-administration, is the wife of Barry Siegel, our chief
executive officer and chairman of the board.
Board of Directors and Committees
Our board of directors serves as the representative of our shareholders.
The board establishes broad corporate policies and oversees our overall
performance. The board is not, however, involved in day-to-day operating
details. Members of the board are kept informed of our business activities
through discussion with the chief executive officer, by reviewing analyses and
reports sent to them by management, and by participating in board meetings.
During 2001, our board held five meetings attended by members of the board
either in person or via telephone, and on three occasions approved resolutions
by unanimous written consent in lieu of a meeting.
Our board currently has one standing committee, the Audit Committee. The
members of the Audit Committee in 2001 were Kenneth J. Friedman, R. Frank Mena,
and Barry J. Spiegel. Neither Mr. Friedman nor Mr. Mena is currently an officer
of DriverShield or any of its subsidiaries, and both are "independent" under the
Nasdaq listing requirements as currently in effect. The Audit Committee did not
meet in 2001. Presently, the members of the Audit Committee are Kenneth J.
Friedman, Bruce S. Udell and Barry J. Spiegel.
The Audit Committee operates pursuant to a charter approved by our board
of directors. A copy of this charter is attached to this proxy statement as
Exhibit A.
Audit Committee Report
In fulfilling its oversight duties, the Audit Committee reviewed and
discussed with management and our independent auditors, Nussbaum Yates & Wolpow,
P.C., our audited financial statements for the fiscal year ended December 31,
2001. The Audit Committee also discussed with our auditors the matters required
to be discussed by
4
Statement on Auditing Standards No. 61 (Communications with Audit Committees).
These matters include the independent auditors' judgments as to the quality, not
just the acceptability, of our accounting principles, as well as such other
matters as our auditors are required to discuss with the Audit Committee under
generally accepted auditing standards. The Audit Committee received the written
disclosures and letter from our auditors required by Independence Standards
Board Standard No. 1 (Independence Discussion with Audit Committees) and
discussed with our auditors their independence.
Nussbaum Yates & Wolpow, P.C. billed us an aggregate of $29,000 in fees
for professional services rendered for the audit of our annual financial
statements for fiscal year 2001, $27,765 in fees for professional services
rendered for reviews of the financial statements included in our Forms 10-QSB
for 2001 and $10,676 in fees for professional services rendered regarding other
matters.
Based upon the above review and discussions with management and our
independent auditors, the Audit Committee recommended to our board of directors
that our audited financial statements be included in our Annual Report on Form
10-KSB for the fiscal year ended December 31, 2001, for filing with the SEC. The
Audit Committee and our board of directors have also recommended, subject to
shareholder ratification, selection of Nussbaum Yates & Wolpow, P.C. as our
independent auditors for fiscal year 2002 (see Proposal 3).
Respectfully submitted,
THE AUDIT COMMITTEE
Kenneth J. Friedman
Bruce S. Udell
Barry J. Spiegel
The foregoing report of the Audit Committee may not be deemed incorporated
by reference in any previous or future documents filed by us with the SEC under
the Securities Act or the Securities Exchange Act, except to the extent we
specifically incorporates it by reference in any such document.
Compensation of Directors
We do not pay our directors for serving on our board of directors.
However, under our 1995 Stock Incentive Plan we issue to each of our directors
upon their initial election to the board, and on each anniversary thereafter as
long as they serve, options to acquire 15,000 shares of our common stock. On
February 4, 2002, the Company amended our 1995 Stock Incentive Plan whereby
non-employee directors will receive a non-statutory stock option grant upon
their initial election to the Board and upon each succeeding anniversary
thereafter for as long as they serve, with the right to acquire up to 50,000
shares of our common stock for a term of each five years. The option will become
exercisable in one third increments upon the one year anniversary of the initial
grant date and each succeeding anniversary thereafter.
Other Executive Officers
Gerald M. Zutler, 63, was appointed our president and chief operating
officer in March 1998. His employment with the Company terminated in August
2002. Between 1997 and 1998, Mr. Zutler was a private consultant. From 1993
through 1996, Mr. Zutler was president of Lockheed Martin Canada.
Philip B. Kart, 52, has served as Senior Vice President, Treasurer and
Chief Financial Officer of the Company since February 2002, and Chief Financial
Officer since October 2000. From February 1998 through September 2000, he was
vice president and chief financial officer of Forward Industries, Inc., a Nasdaq
SmallCap listed company, and prior to that, from March 1993 to December 1997,
chief financial officer of Ongard Systems, Inc. Mr. Kart has also held financial
management positions with Agrigenetics Corporation and Union Carbide and was
with the accounting firm PriceWaterhouseCoopers. Mr. Kart is a CPA.
5
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
We are party to an employment agreement with Barry Siegel that commenced
on January 1, 2002, and expires on December 31, 2004. Mr. Siegel's annual salary
is $300,000, and he has been granted stock options, under the Company's 1995
Incentive Stock Option Plan ("the Plan"), providing the right to purchase
300,000 shares of the Company's common stock. His employment agreement provides
that following a change of control (as defined in the agreement), we will be
required to pay Mr. Siegel (1) a severance payment of 300% of his average annual
salary for the past five years, less $100, (2) the cash value of his outstanding
but unexercised stock options, and (3) other perquisites should he be terminated
for various reasons specified in the agreement. The agreement specifies that in
no event will any severance payments exceed the amount we may deduct under the
provisions of the Internal Revenue Code. In recognition of the sale of the fleet
services business, Mr. Siegel was also awarded a $250,000 bonus, which was paid
in February 2002, and an additional grant of 250,000 options.
We are party to an employment agreement with Gerald M. Zutler that
commenced on January 1, 2002, and expires on December 31, 2004. Mr. Zutler's
annual salary is $190,000, and he has been granted stock options, under the
Company's 1995 Incentive Stock Option Plan ("the Plan"), providing the right to
purchase 200,000 shares of the Company's common stock. His employment agreement
contains a change in control provision that mirrors that in Mr. Siegel's
employment agreement, except that the applicable percentage for severance
payment purposes is 100%. Mr. Zutler also participates in our Corporate
Compensation Program. Mr. Zutler's employment with the Company terminated in
August 2002.
We are party to an employment agreement with Barry J. Spiegel that
commenced on January 1, 2002, and expires on December 31, 2004. Mr. Spiegel's
annual salary is $175,000 per annum and he has been granted stock options, under
the Company's 1995 Incentive Stock Option Plan ("the Plan"), providing the right
to purchase 250,000 shares of the Company's common stock, and the applicable
percentage for severance payment purposes is 100%. Mr. Spiegel also participates
in our Corporate Compensation Program. His employment agreement provides that
following a change in control (as defined in the agreement), all stock options
previously granted to him will immediately become fully exercisable.
We are party to an employment agreement with Philip B. Kart that commenced
on January 1, 2002, and expires on December 31, 2003. Mr. Kart's annual salary
is $155,000 per annum and he has been granted stock options, under the Company's
1995 Incentive Stock Option Plan ("the Plan"), providing the right to purchase
150,000 shares of the Company's common stock and the applicable percentage for
severance payment purposes is 100%. Mr. Kart also participates in our Corporate
Compensation Program. His employment agreement provides that following a change
in control (as defined in the agreement), all stock options previously granted
to him will immediately become fully exercisable.
In early 1999, each of the above-mentioned executives voluntarily agreed
to a reduction in his annual salary, with the other terms of his employment
agreement remaining unaffected. Mr. Siegel's salary was reduced by $100,000, Mr.
Zutler's by $15,000, and Mr. Spiegel's by $30,000. In consideration for these
salary reductions, we granted Mr. Siegel, Mr. Zutler, and Mr. Spiegel options to
purchase 100,000, 15,000, and 30,000 shares of our common stock, respectively.
In 2000, the salaries of the above-mentioned executives were returned to their
original levels.
We are party to an employment agreement with John M. McIntyre that
commenced on July 15, 2002, and expires on December 31, 2004. Mr. McIntyre's
annual salary is $190,000, and he has been granted stock options, under the
Company's 1995 Incentive Stock Option Plan ("the Plan"), providing the right to
purchase 250,000 shares of the Company's common stock. His employment agreement
contains a change in control provision that mirrors that in Mr. Siegel's
employment agreement, except that the applicable percentage for severance
payment purposes is 100%. Mr. McIntyre also participates in our Corporate
Compensation Program.
6
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Securities and Exchange Act of 1934 requires our
directors and officers and persons who own more than 10% of any class of our
equity securities to file with the SEC reports of their ownership of our
securities and any changes in ownership. The SEC also requires us to identify in
this proxy statement any person who failed to file any such report on a timely
basis. Based on a review of copies of reports furnished to us and written
representations that no reports were required, we believe that everyone subject
to Section 16(a) filed the required reports on a timely basis.
Executive Compensation
Summary Compensation
The following table summarizes the compensation we paid or compensation
accrued for services rendered for the years ended December 31, 1999, 2000 and
2001, for our Chief Executive Officer and each of the other most highly
compensated executive officers who earned more than $100,000 in salary (there
were no bonus payments during these years) for the year ended December 31, 2001:
SUMMARY COMPENSATION TABLE
Securities
Underlying
Name and Position(s) Year Salary ($) Options (#)
-------------------- ---- ---------- -----------
Barry Siegel
Chairman of the Board of 2001 285,000 0
Directors, Treasurer, Secretary 2000 276,492 200,000
and Chief Executive Officer 1999 215,385 1,100,000
Gerald Zutler 2001 149,525 0
President and Chief Operating 2000 145,540 150,000
Officer 1999 137,211 415,000
2001 129,525 0
Barry J. Spiegel 2000 122,154 150,000
President, DriverShield ADS Corp. 1999 104,249 330,000
Philip B. Kart Senior Vice President, 2001 139,093 0
Treasurer and Chief Financial 2000 32,000 225,000
Officer 1999 0 0
Stock Options
We did not make any awards of stock options during the last fiscal year to
the executive officers named in the summary compensation table.
7
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUE TABLE
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired on Value Options/SARs at FY-End Options/SARs at FY-End
Name Exercise (#) Realized (Exercisable/Unexercisable) (Exercisable/Unexercisable)
---- ------------ -------- --------------------------- ---------------------------
($)
---
Barry Siegel None 0 500,000/0 $314,500/ 0
Gerald M. Zutler None 0 565,000/0 $304,150/ 0
Barry J. Spiegel None 0 316,666/0 $227,500/ 0
Philip B. Kart None 0 91,667/133,333 $87,054/126,666
Principal Shareholders
The following tables provide information about the beneficial ownership of
our common stock as of October 30, 2002. We have listed each person who
beneficially owns more than 5% of our outstanding common stock, each of our
directors and executive officers identified in the summary compensation table,
and all directors and executive officers as a group. Unless otherwise indicated,
each of the listed shareholders has sole voting and investment power with
respect to the shares beneficially owned.
SECURITY OWNERSHIP OF MANAGEMENT
Amount and
Name and Address Nature of Percentage of
Title of Class of Beneficial Owner Beneficial Owner Common Stock (1)
-------------- ------------------- ---------------- ----------------
Common stock Barry Siegel
c/o DriverShield Corp.
12514 West Atlantic Blvd 2,272,697 (2)(3)(4) 20.0%
Coral Springs, Florida 33071
Common stock Lisa Siegel
c/o DriverShield Corp.
12514 W. Atlantic Blvd 2,272,697 (2)(3)(4) 20.0%
Coral Springs, FL 33071
Common stock Gerald M. Zutler
c/o DriverShield Corp.
12514 W. Atlantic Blvd
Coral Springs, FL 33071 766,000 (5) 6.7%
Common stock Barry J. Spiegel
c/o DriverShield Corp.
12514 W. Atlantic Blvd
Coral Springs, FL 33071 1,747,627 (6) 15.7%
8
Common stock Philip B. Kart
c/o DriverShield Corp.
12514 W. Atlantic Blvd
Coral Springs, FL 33071 91,667 (7) .8%
Common stock Kenneth J. Friedman
c/o DriverShield Corp.
12514 W. Atlantic Blvd
Coral Springs, FL 33071 184,999 (8) 1.7%
Common stock John M. McIntyre
c/o DriverShield Corp.
12514 W. Atlantic Blvd
Coral Springs, FL 33071 41,500 (9) .4%
Common Stock Bruce S. Udell
c/o DriverShield Corp.
12514 W. Atlantic Blvd
Coral Springs, FL 33071 0 0
Common stock All directors & officers as
a group 5,104,490 41.1%
(1) The percentages have been calculated in accordance with Instruction 3 to
Item 403 of Regulation S-B. Percentage of beneficial ownership is
calculated assuming 10,796,988 shares of common stock were outstanding on
October 30, 2002.
(2) Includes 3,334 shares held by Barry Siegel as custodian for two nephews
and 67 shares held directly by Barry Siegel's wife, Lisa Siegel. Both
Barry and Lisa Siegel disclaim beneficial ownership of shares held by the
other.
(3) Includes options held by Barry Siegel to purchase 500,000 shares of common
stock exercisable within 60 days of October 30, 2002.
(4) Includes options held by Lisa Siegel to purchase 68,334 shares of common
stock exercisable within 60 days of October 30, 2002.
(5) Includes options to purchase 565,000 shares of common stock exercisable
within 60 days of October 30, 2002.
(6) Includes options to purchase 316,666 shares of common stock exercisable
within 60 days of October 30, 2002.
(7) Includes options to purchase 91,667 shares of common stock exercisable
within 60 days of October 30, 2002.
(8) Includes options to purchase 60,000 shares of common stock exercisable
within 60 days of October 30, 2002.
(9) Includes option to purchase 15,000 shares of common stock exercisable
within 60 days of October 30, 2002.
9
PROPOSAL 3
RATIFICATION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
Our board has appointed the firm of Nussbaum Yates & Wolpow, P.C.,
independent certified public accountants, to audit our financial statements for
the year ending December 31, 2002, and is asking the shareholders to ratify this
appointment. Nussbaum Yates & Wolpow, P.C. has audited our financial statements
for the past three fiscal years. Nussbaum Yates & Wolpow, P.C. has advised us
that neither the firm nor any of its associates has any material relationship
with DriverShield or any of its subsidiaries.
If our shareholders fail to ratify appointment of Nussbaum Yates & Wolpow,
P.C., the board will reconsider its selection. Even if the selection is
ratified, the board in its discretion may direct the appointment of a different
independent auditing firm at any time during the year if the board believes that
such a change would be in the best interests of DriverShield and its
shareholders.
No representative of Nussbaum Yates & Wolpow, P.C. will be present at the
annual meeting.
The affirmative vote of a majority of all shares present at the annual
meeting, whether in person or by proxy, is required to approve this proposal.
Audit Fees
Nussbaum Yates & Wolpow, P.C. billed us an aggregate of $29,000 in fees
for professional services rendered for the audit of our annual financial
statements for fiscal year 2001, $27,765 in fees for professional services
rendered for reviews of the financial statements included in our Forms 10-QSB
for 2001 and $10,676 in fees for professional services rendered regarding other
matters.
Our board of directors recommends that shareholders vote in favor of
ratification of the selection of Nussbaum Yates & Wolpow, P.C. to serve as
DriverShield's independent auditors for the year ended December 31, 2002.
OTHER MATTERS
We know of no other matters that will be presented for consideration at
the annual meeting. If any other matters properly come before the annual meeting
or any adjournment or postponement, it is the intention of the persons named in
the enclosed form of proxy card to vote the shares they represent as the board
may recommend.
FORWARD-LOOKING STATEMENTS
Many statements made in this proxy statement are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and are not based on
historical facts. The words "expects," "anticipates," "believes," and similar
expressions are intended to identify forward-looking statements. You should be
aware that actual results may differ materially from our expressed expectations
because of risks and uncertainties inherent in our business, particularly those
risks identified in the "Forward-Looking Statements--Cautionary Factors" section
of our Annual Report on Form 10-KSB for the year ended December 31, 2001, and
you should not rely unduly on these forward looking statements.
THE BOARD OF DIRECTORS
Dated: November 19, 2002
10
PROXY CARD
DRIVERSHIELD CORP.
Annual meeting of SHAREHOLDERs
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned shareholder of DriverShield Corp. hereby (1) revokes all
previous proxies that the undersigned has granted with respect to the
undersigned's shares of DriverShield Corp. capital stock, (2) acknowledges
receipt of the notice of annual meeting of shareholders to be held at 10:30 a.m.
Florida time on December 19, 2002, at [to be determined] and at any adjournments
thereof, and the related proxy statement, and (3) appoints each of Barry Siegel
and Barry J. Spiegel and as proxies of the undersigned, with full power of
substitution to vote all shares of common stock of DriverShield Corp. that the
undersigned is entitled to vote at the annual meeting of shareholders. The
shares represented by the proxy may only be voted on the following proposals in
the manner specified below.
1. To approve our amending our certificate of incorporation to change
our name to "Accessity Corp."
FOR |_| AGAINST |_| ABSTAIN |_|
2. To elect Barry J. Spiegel as a member of our board of directors.
FOR |_| TO WITHHOLD AUTHORITY |_|
3. To elect Kenneth J. Friedman as a member of our board of directors.
FOR |_| TO WITHHOLD AUTHORITY |_|
4. To elect Bruce S. Udell as a member of our board of directors.
FOR |_| TO WITHHOLD AUTHORITY |_|
5. To ratify our board of directors' selection of Nussbaum Yates &
Wolpow, P.C. to audit our financial statements for the fiscal year
ending December 31, 2002.
FOR |_| AGAINST |_| ABSTAIN |_|
6. To transact such other business as may properly come before the
annual meeting and any one or more adjournments thereof.
The board of directors recommends you vote FOR the above proposals.
This proxy, when properly, executed will be voted in the manner directed
above. In the absence of direction for the above proposals, this proxy will be
voted FOR the proposals.
(Continued on the other side.)
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please print the shareholder name exactly as it appears on your stock
certificate. If the shares are registered in more than one name, the signature
of each person in whose name the shares are registered is required. A
corporation should sign in its full corporate name, with a duly authorized
officer signing on behalf of the corporation and stating his or her title.
Trustees, guardians, executors, and administrators should sign in their official
capacity, giving their full title as such. A partnership should sign in its
partnership name, with an authorized person signing on behalf of the
partnership.
Dated: , 2002
----------------------
-----------------------------------
(Print Name)
-----------------------------------
(Authorized Signature)
Exhibit A
DRIVERSHIELD CORP.
UNANIMOUS WRITTEN CONSENT IN LIEU OF MEETING OF
THE BOARD OF DIRECTORS
June 13, 2000
The undersigned, being all of the members of the Board of Directors
of DriverShield Corp., a New York corporation (the "Company"), do hereby
consent, pursuant to Section 708 of the Business Company Law of the State of New
York, to the adoption of the following resolutions taking or authorizing the
actions specified therein:
RESOLVED, that the charter and powers of the Audit Committee of the
Board of Directors (the "Audit Committee") shall be:
o Overseeing that management has maintained the reliability and
integrity of the accounting policies and financial reporting
and disclosure practices of the Company;
o Overseeing that management has established and maintained
processes to assure that an adequate system of internal
control is functioning within the Company;
o Overseeing that management has established and maintained
processes to assure compliance by the Company with all
applicable laws, regulations and Company policy;
RESOLVED, that the Audit Committee shall have the following specific
powers and duties:
1. Holding such regular meetings as may be necessary and such
special meetings as may be called by any member of the Audit Committee or at the
request of the independent accountants;
2. Creating an agenda for the ensuing year;
3. Reviewing the performance of the independent accountants and
making recommendations to the Board of Directors regarding the appointment or
termination of the independent accountants;
4. Conferring with the independent accountants and the internal
auditors concerning the scope of their examinations of the books and records of
the Company and its subsidiaries; reviewing and approving the independent
accountants' annual engagement letter; reviewing and approving the Company's
internal audit charter, annual audit plans and budgets; directing the special
attention of the auditors to specific matters or areas deemed by the
Committee or the auditors to be of special significance; and authorizing the
auditors to perform such supplemental reviews or audits as the Committee may
deem desirable;
5. Reviewing with management, the independent accountants and
internal auditors significant risks and exposures, audit activities and
significant audit findings;
6. Reviewing the range and cost of audit and non-audit services
performed by the independent accountants;
7. Reviewing the Company's audited annual financial statements and
the independent accountants' opinion rendered with respect to such financial
statements, including reviewing the nature and extent of any significant changes
in accounting principles or the application therein;
8. Reviewing the adequacy of the Company's systems of internal
control;
9. Obtaining from the independent accountants and internal auditors
their recommendations regarding internal controls and other matters relating to
the accounting procedures and the books and records of the Company and its
subsidiaries and reviewing the correction of controls deemed to be deficient;
10. Providing an independent, direct communication between the Board
of Directors, internal auditors and independent accountants;
11. Reviewing the adequacy of internal controls and procedures
related to executive travel and entertainment;
12. Reviewing with appropriate Company personnel the actions taken
to ensure compliance with the Company's Code of Conduct and the results of
confirmations and violations of such Code;
13. Reviewing the programs and policies of the Company designed to
ensure compliance with applicable laws and regulations and monitoring the
results of these compliance efforts;
14. Reviewing the procedures established by the Company that monitor
the compliance by the Company with its loan and indenture covenants and
restrictions;
15. Reporting through its Chairman to the Board of Directors
following the meetings of the Audit Committee;
16. Maintaining minutes or other records of meetings and activities
of the Audit Committee;
17. Reviewing the powers of the Committee annually and reporting and
making recommendations to the Board of Directors on these responsibilities;
18. Conducting or authorizing investigations into any matters within
the Audit Committee's scope of responsibilities. The Audit Committee shall be
empowered to retain independent counsel, accountants, or others to assist it in
the conduct of any investigation;
19. Considering such other matters in relation to the financial
affairs of the Company and its accounts, and in relation to the internal and
external audit of the Company as the Audit Committee may, in its discretion,
determine to be advisable.
Signed: /s/ Barry Siegel Dated: May 30, 2000
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Barry Siegel
Signed: /s/ Barry J. Spiegel Dated: May 30, 2000
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Barry J. Spiegel
Signed: /s/ Kenneth J. Friedman Dated: May 30, 2000
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Kenneth J. Friedman
Signed: /s/ R. Frank Mena Dated: May 30, 2000
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R. Frank Mena