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
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
AMERICAN COMMERCE SOLUTIONS, INC.
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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AMERICAN COMMERCE SOLUTIONS, INC.
1400 CHAMBER DRIVE
BARTOW, FL 33831
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Tuesday, December 17, 2002
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To the Shareholders of AMERICAN COMMERCE SOLUTIONS, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of AMERICAN
COMMERCE SOLUTIONS, INC. will be held at the offices of the Company, 1400
Chamber Dr., Bartow, FL on Tuesday, December 17, 2002 at 10:00 a.m., local time,
for the purpose of considering and voting upon the following matters:
1. To elect a Board of three Directors two to serve a two year term and
one to serve a one year term until the next Annual Meeting of
Stockholders and until their successors are duly elected and
qualified.
2. To approve an amendment to the Company's 1995 Stock Option Plan which
would increase the number of shares eligible for issuance under the
Plan by 1,500,000 shares to 3,500,000 shares.
3. Elect Pender Newkirk and Company as auditors for the period ending
February 28, 2003.
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record as of the close of business on November 25,
2002 are entitled to receive notice of and to vote at the meeting or any
adjournment thereof.
By order of the Board of Directors
Daniel L. Hefner
Secretary
November 25, 2002
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING AND VOTE YOUR SHARES. IN THE
EVENT YOU CANNOT ATTEND, PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY IN THE
ENCLOSED SELF-ADDRESSED ENVELOPE. A STOCKHOLDER WHO EXECUTES AND RETURNS A PROXY
IN THE ACCOMPANYING FORM HAS THE POWER TO REVOKE SUCH PROXY AT ANY TIME PRIOR TO
THE EXERCISE THEREOF.
AMERICAN COMMERCE SOLUTIONS, INC.
1400 CHAMBER DR.
BARTOW, FLORIDA 33830
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PROXY STATEMENT
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The accompanying proxy is solicited by the Board of Directors of American
Commerce Solutions, Inc. (the "Company"), for the use at the Annual Meeting of
Stockholders to be held on Tuesday, December 17, 2002 and any adjournments
thereof.
PROXY SOLICITATION AND EXPENSE
Proxies in the accompanying form, properly executed and received prior to
the meeting and not revoked, will be voted as specified, or if no instructions
are given, will be voted in favor of the proposals described herein. Proxies may
be revoked at any time prior to being voted by written notice to the Secretary
of the Company. Solicitation of proxies may be made by personal interview, mail,
telephone, telegraph, telefax or e-mail by directors, officers and employees of
the Company. The expense of soliciting proxies will be borne by the Company. The
Company may also request banking institutions, brokerage firms, custodians,
trustees, nominees and fiduciaries to forward solicitation material to the
beneficial owners of the Company's Common Stock. The approximate date on which
this Proxy Statement and the accompanying proxy form will first be mailed to
stockholders is December 7, 2002.
OUTSTANDING VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on November 25, 2002 will
be entitled to notice of and to vote at the meeting. At the close of business on
that date, the Company had outstanding 17,999,344 shares of Common Stock, $.002
par value, exclusive of treasury shares. Each holder of the Company's Common
Stock will be entitled to one vote for each share held. In addition, there were
102 shares of Mandatorily Convertible Series A Preferred Stock outstanding, each
of which is entitled to 1,289 votes, additionally, there are 3,609 shares of
Series B 6% Cumulative Convertible Preferred Stock outstanding, 3,207 of which
is entitled to 200 votes and 402 that were entitled to 1,000 votes each. The
holders of the Series B Preferred Stock, as a class, shall be entitled to elect
one (1) director, and the holder of all other voting stock, as a class, shall be
entitled to elect the remaining members of the Board. The presence at the
meeting, in person or by proxy, of shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to cast on each
particular matter to be considered at the meeting will constitute a quorum for
the purpose of considering such matters.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Shares represented by the enclosed proxy will, unless otherwise directed,
be voted to elect the nominees listed below to serve until the next annual
meeting of stockholders and until their successors are duly elected and
qualified. In the event of a vacancy in the list of nominees, the holders of the
enclosed proxy will vote for the election of a nominee acceptable to the
remaining nominees. Management is not aware of any person who is unable or
unwilling to stand for election or to serve if nominated.
Name of Nominee Age Position with Company
--------------- --- ---------------------
Frank D. Puissegur 43 Chief Financial Officer and Director
Robert E. Maxwell 67 Chairman of the Board and Director
Daniel L. Hefner 52 Chief Executive Officer, President and
Director
Robert E. Maxwell, Chairman of the Board and Director. He has served the
Company as a Director since June 2000. He is currently the Chief Operating
Officer of International Machine and Welding, Inc. He was formerly the owner
operator of Florida Machine and Welding, Inc. located in Bartow, Florida for the
past 25 years until the sale of its assets in June 2000. During the past 33
years Mr. Maxwell also operated Florida Equipment and Service, Inc., which grew,
under his leadership to become one of the largest independently owned
construction equipment sales and service organizations in the South. He began
his career in engineering and heavy equipment maintenance with U.S
Agri-Chemicals Corporation, a major phosphate and chemical producer. Mr. Maxwell
has resided in Polk County, FL for 55 years.
Daniel L. Hefner, Chief Executive Officer, President and Director. Mr.
Hefner has served the Company as a Director since June 2000, as CEO since March
2002, as interim President from June 2001 through February 2002 and is currently
President since October 2002. He currently serves as President of International
Machine and Welding, Inc., Subsidiary of American Commerce Solutions, Inc.
He also serves as President of International Commerce and Finance, Inc..
Mr. Hefner has been active for the past twelve years as an independent onsultant
to individuals and business seeking to begin operations or to create turnarounds
of existing business. During the same period Mr. Hefner has also operated his
own independent real estate brokerage operation where he served as President and
Chief Executive Officer. During 1999 Mr. Hefner was Chief Operating Officer for
Chronicle Communications, Inc. (OTCBB:CRNC), a Tampa based printer.
Frank D. Puissegur, Chief Financial Officer and Director. Mr. Puissegur
joined the Company in June 2001 as Chief Financial Officer and Director. He
became a certified public accountant with his certificate from the State of
Florida and the creation of a sole practitioner office in 1982. The practice
grew and has evolved into its current form as the partnership Puissegur, Finch,
and Slivinski, P.A., a full service accounting firm. He is a member of the
American and Florida Institutes of Certified Public Accountants and the National
and Polk County, FL Estate Planning Councils. The American Institute of Tax
Studies has awarded Mr. Puissegur the designation of certified tax professional.
He also holds the designation from the State of Florida as a Certified Family
Mediator.
The terms of office of MSSRS Maxwell and Hefner shall be from the time of
election until the second annual meeting of stockholders and Mr. Puissegur is
from the time of election until the next annual meeting of stockholders and
until their respective successors are elected and qualified as provided in the
Bylaws of the Company.
The Company does not have a standing audit or nominating committees. Upon
the election of the Directors listed in this Proposal No. 1, the Company
requires that the new Board will form such committees.
Each incumbent director has attended 100% of the meetings during their term
of service in the 2002 fiscal year.
PROPOSAL NO. 2
In January 1995, the Board of Directors adopted the JD American Workwear,
Inc. 1995 Stock Option Plan (the "Plan") and 500,000 shares of Common Stock were
reserved for issuance hereunder. In January 1996, the Plan was amended to
reflect the Company's two-for-one reverse stock split; accordingly, the total
number of shares that are currently authorized for issuance under the Plan is
250,000 shares. As of February 28, 1998, all 250,000 of these shares have been
issued or are subject to issuance upon exercise of presently exercisable
options.
On March 27, 1998, the shareholders of the Company approved an amendment to
the Plan, which would increase the number of shares available under the 1995
Stock Option Plan from 250,000 shares to 750,000 shares. On December 15, 2000
the shareholders of the company approved an amendment to the Plan that increased
the Plan's authorized shares from 750,000 to 2,000,000 all shares have been
issued and no options are outstanding.
SUMMARY OF THE 1995 STOCK OPTION PLAN
The Plan, adopted by the Company's Board of Directors in February 1995 and
by the stockholders in July 1995, provides for the issuance of options
("Options") to employees, officers and, under certain circumstances, directors
of and consultants to the Company ("Eligible Participants").Options granted
under the plan may be either "incentive stock options" ("ISOs") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or
"nonqualified stock options" ("NQSOs"). The Plan does not provide for the
issuance of stock appreciation rights but does permit the granting of restricted
stock and deferred stock awards. A total of 750,000 shares of Common Stock are
currently reserved for issuance under the Plan,; however, as of January 17,
2000, 514,000 shares reserved for issuance under the Plan have been issued or
are issuable upon exercise of presently exercisable options. The Plan is
presently administered by the Board of Directors, however, upon the election of
directors set forth in Proposal No. 1, above, it is anticipated that the Board
of Directors will grant the newly elected Compensation Committee of the Board of
Directors sole discretion and authority, consistent with the provisions of the
Plan, to select the Eligible Participants to whom Options may be granted under
the Plan, the number of shares which will be covered by each Option and the form
and terms of the agreement to be used. All employees and officers of the Company
(except for members of the Committee) are eligible to participate in the Plan.
Directors are eligible to participate only if they have been declared to be
"eligible directors" by resolution of the Board of Directors. Members of the
Committee are not Eligible Participants. At November 25, 2002, approximately 20
persons were eligible to receive ISOs under the Plan. The Plan anticipates a
significant increase in the number of qualified employees during the next fiscal
year.
Options. The Compensation Committee is empowered to determine the exercise
price of Options granted under the Plan, but the exercise price of ISOs must be
equal to or greater than the fair market value of a share of Common Stock on the
date the Option is granted (110% with respect to optionees who own at least 10%
of the outstanding Common Stock). The exercise price of NQSOs granted under the
Plan must not be less than 85% of the fair market value of the Common Stock on
the date the Option is granted. The Committee has the authority to determine the
time or times at which Options granted under the Plan become exercisable, but
the Options expire no later than ten years from the date of grant (five years
with respect to Optionees who own at least 10% of the outstanding Common Stock
of the Company). The Options are non-transferable, other than by will and the
laws of descent, and generally may be exercised only by an employee while
employed by the Company or within 90 days after termination of employment (one
year from termination resulting from death or disability).
There was one grant of Options under the Plan during fiscal 2002, 125,000
shares each were granted to two directors. No options remain outstanding at
November 25, 2002.
VOTE REQUIRED
In order for this Proposal to be approved, a majority of all outstanding
shares of Common Stock voting as a class and a majority of all votes entitled to
be cast at the Shareholders Meeting must be voted in favor of such amendment.
RECOMMENDATION OF THE BOARD OF DIRECTORS
For the reasons set forth above, The Board of Directors recommends to its
shareholders that they vote "FOR" this proposal. Unless otherwise directed,
proxies will be voted for the adoption of the amendment.
PROPOSAL NO. 3
ELECTION OF PENDER NEWKIRK AND COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL
The Board of Directors seeks to elect Pender Newkirk and Company as
independent auditors for the year ending February 28, 2003.
VOTE REQUIRED
In order for the Proposal to be approved, a majority of all outstanding
shares entitled to be cast at the Shareholders Meeting must be voted in favor of
such amendments.
RECOMMENDATION OF THE BOARD OF DIRECTORS
For the reasons set forth above, the Board of Directors recommends to its
shareholders that they vote "FOR" the proposal. Unless otherwise directed,
proxies will be voted for the adoption of the amendments.
MANAGEMENT
The following is a list of the Company's executive officers, their ages and
their positions and offices:
Name Age Position with Company
---- --- ---------------------
Robert E. Maxwell 67 Chairman of the Board and Director
Daniel L. Hefner 52 Chief Executive Officer,President and Director
Frank Puissegur 43 Chief Financial Officer and Director
Mr. Maxwell's biography is included above under Proposal No. 1 -- Election
of Directors.
Mr. Hefner's biography is included above under Proposal No. 1 -- Election
of Directors.
Mr. Puissegur's biography is included above under Proposal No. 1 - Election
of Directors.
All officers hold office at the pleasure of the Board of Directors. See
"Executive Compensation - Employment Agreements" below. None of the Company's
executive officers has a family relationship with any Director or other
executive officer of the Company.
EXECUTIVE COMPENSATION
The following table sets forth a summary for the fiscal years ended
February 28, 2002 and February 28, 2001, and February 29, 2000, respectively, of
the cash and non-cash compensation awarded, paid or accrued, by the Company to
the President and CEO collectively, the "named executive officers"). The Company
at no time during the last three fiscal years had more than one named executive
officers that earned annual compensation of $100,000 or more.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Compensation Options by Annual
Name and Fiscal ---------------- No. of All Other
Principal Position Year Salary Bonus Shares Compensation
------------------- ------ -------- ------ ---------- ------------
Daniel L. Hefner 2002 $ 67,600 -- 300,000 --
President and CEO
Steven D. Smith 2002 $ 15,000 -- -- --
President
David N. DeBaene, 2001 $ 87,500 -- -- --
President 2000 145,000 -- -- --
The Company signed an employment agreement with Daniel L. Hefner on June 1,
2000 containing a base salary of $60,000; a minimum cash bonus of $15,000 pear
year and an annual increase of 4% of the base pay. Stock options are granted on
the signing and on June 1 of each contract year at the rate of 100,000 common
share equivalents. The contract also provides for a $750 per month car allowance
and the payment of all insurance, fuel and maintenance costs and all perquisites
related to health, dental, life or disability as may be offered to the executive
management staff.
The Company signed an employment agreement with Steven D. Smith on December
15, 2000 containing a base salary of $60,000; a minimum cash bonus of $15,000
pear year and an annual increase of 4% of the base pay. Stock options are
granted on the signing and on June 1 of each contract year at the rate of
100,000 common share equivalents. The contract also provides for a $750 per
month car allowance and the payment of all insurance, fuel and maintenance costs
and all perquisites related to health, dental, life or disability as may be
offered to the executive management staff. Mr. Smith resigned June 1, 2001.
Under his employment agreement Mr. DeBaene was entitled to be paid at a
rate of $150,000 per annum plus the previous deferrals from fiscal year 2000.
Mr. DeBaene elected to continue the deferrals of the previous year and deferred
approximately an additional $50,000 from his fiscal 1999 salary. Mr. DeBaene
forfeited all salaries owed at his resignation.
The Company does not have any annuity, retirement, pension, deferred or
incentive compensation plan or arrangement under which any executive officers
are entitled to benefits, nor does the Company have any long-term incentive plan
pursuant to which performance units or other forms or compensation are paid.
Executive officers who qualify will be permitted to participate in the Company's
1995 Stock Option Plan, which was adopted in February 1995. See "Stock Option
Plan." Executive officers may participate in group life, health and
hospitalization plans if and when such plans are available generally to all
employees. Mr. DeBaene resigned December 15, 2000.
EMPLOYMENT AGREEMENTS
The Company signed an employment agreement with Daniel L. Hefner on June 1,
2000 containing a base salary of $60,000; a minimum cash bonus of $15,000 pear
year and an annual increase of 4% of the base pay. Stock options are granted on
the signing and on June 1 of each contract year at the rate of 100,000 common
share equivalents. The contract also provides for a $750 per month car allowance
and the payment of all insurance, fuel and maintenance costs and all perquisites
related to health, dental, life or disability as may be offered to to the
executive management staff.
The Company signed an employment agreement with Steven D. Smith on December
15, 2000 containing a base salary of $60,000; a minimum cash bonus of $15,000
pear year and an annual increase of 4% of the base pay. Stock options are
granted on the signing and on June 1 of each contract year at the rate of
100,000 common share equivalents. The contract also provides for a $750 per
month car allowance and the payment of all insurance, fuel and maintenance costs
and all perquisites related to health, dental, life or disability as may be
offered to the executive management staff. Mr. Smith resigned June 1, 2001.
Effective as of March 1, 1995, the Company entered into an employment
agreement with David N. DeBaene as Chairman and President. The agreement is for
a base term of five years and is thereafter renewable for additional periods of
three-years, unless the Company gives notice to the contrary. In accordance with
his agreement with the Company, Mr. DeBaene's first year base salary was
$65,000, increasing annually thereafter in $20,000 increments. In addition, Mr.
DeBaene is entitled to receive an annual cash bonus based upon a percentage of
the Company's pre-tax income for each fiscal year in accordance with a sliding
scale schedule contained in the agreements. No bonus is payable unless and until
the Company earns pre-tax income in excess of $5 million. The agreement also
provides for certain non-competition and non-disclosure covenants of the
executive and for certain Company paid fringe benefits such as disability
insurance and inclusion in pension, profit sharing, stock option, savings,
hospitalization and other benefit plans at such times as the Company shall adopt
them.
The agreement provides for the payment of severance compensation of
$250,000 in the event that at any time during the term thereof, the agreement is
terminated by the Company without cause, or terminated by the employee due to a
change in control. The Company believes that the change in control provisions in
this agreement may tend to discourage attempts to acquire a controlling interest
in the Company and may also tend to make the removal of management more
difficult; however, the Company believes such provisions provide security and
decision-making independence for its executive officers.
On January 1, 2000, the prior agreement was cancelled and a new contract
signed providing for a five-year term expiring on December 31, 2004. The
contract automatically renews in five years absent any notice 180 days prior to
the end of the term. The base salary of $150,000 increases on each anniversary
at a rate of 13% over the prior year's salary. Mr. DeBaene was granted 25,000
options upon signing at an exercise price of $1.59, which was in excess of the
$1.30 price per share on the nearest trading date to the signing of the
contract. The contract further provides for bonuses on the net pre-tax profits
of the Consumer Products Division at 4% of the profit of the division if the
profit is less than $2,500,000 and increasing ratably to a maximum of 10% if the
profit exceeds $5,000,001.
The contract also provides for certain payments in the event Mr. DeBaene is
terminated without cause or a change in control or position occurs that Mr.
DeBaene has not agreed to. These payments would require the remaining term of
the contract to be paid upon termination and the repurchase by the company of
all outstanding stock owned by Mr. DeBaene.
The contract was amended on June 1, 2000 reducing the salary to $60,000
annually and waiving all the additional contract terms described above. The
contract was reduced to two years in duration and called for a four percent
annual increase. Mr. DeBaene resigned December 15, 2000.
DIRECTOR COMPENSATION
The Directors of the Company are elected annually and have historically
served until the next annual meeting of stockholders and until a successor shall
have been duly elected and qualified. Directors of the Company who are not
employees or consultants do not receive any compensation for their services as
members of the Board of Directors, but are reimbursed for expenses incurred in
connection with their attendance at meetings of the Board of Directors.
Directors may be removed with or without cause by a vote of the majority of the
stockholders then entitled to vote.
COMPENSATION COMMITTEE
The Company has a standing compensation committee consisting of MSSRS.
Maxwell, Puissegur and Hefner. Upon the election of the Directors listed in this
Proposal No. 1, the Company anticipates that the new board will change the
members of the committee and include independent outside members. The Board of
Directors reviews and approves and/or ratifies all compensation of officers,
employees and consultants, including the granting of options under the Company's
1995 Stock Option Plan.
STOCK OPTION PLAN
See Summary of 1995 Stock Option Plan under "Proposal No. 3" above.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(individual grants)
There was one grant, each of 125,000 stock options to Messrs Hefner and
Maxwell in fiscal 2002.
OPTION REPRICING
Not applicable.
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
No directors other than those identified above as members of the
Compensation Committee served on that Committee during the last completed fiscal
year. None of the executive officers of the Company has served on the board of
directors or on the compensation committee of any other entity, any of whose
officers served either on the Board of Directors or on the Compensation
Committee of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of November 25, 2002 certain information
regarding the ownership of the Common Stock by (i) each person known by the
Company to be the beneficial owner of more than 5% of the Common Stock, (ii)
each of the Company's directors, and (iii) all of the Company's executive
officers and directors as a group. Beneficial ownership has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. Under this Rule, certain shares may be deemed to be beneficially owned
by more than one person (such as where persons share voting power or investment
power). In addition, shares are deemed to be beneficially owned by a person if
the person has the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information is provided; in
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person's actual ownership or
voting power at any particular date.
Name and Address Amount and Nature of Percentage
or Number in Group Beneficial Ownership of Class*
------------------ -------------------- ----------
Norman Birmingham 1,050,000 6.03%
International Commerce and
Finance, Inc. 7,970,000 40.55%
Daniel L. Hefner 1,541,110 8.71%
Union Labor Life
Insurance Company 1,043,400(A) 100.00%
Robert Maxwell 723,360 4.16
All Officers and Directors
as a group (3 persons) 10,234,470 53.42%
(A) on as converted basis with voting rights no common has been issued.
CONSULTING AGREEMENTS
Mission Bay Consultants, Inc. In May 2002 Mission Bay Consulting, Inc.
signed a four month agreement and received 200,000 common shares and 220,000
additional common shares for all past services not covered by a contract. On
April 2, 1997, the Company entered into a one (1) year Consulting Agreement with
Mission Bay Consulting, Inc., a financial public relations firm ("Mission Bay"),
for certain financial consulting services. In connection with this Consulting
Agreement the Company issued to Mission Bay an option under the Company's 1995
Stock Option Plan to purchase an aggregate of 200,000 shares of common stock,
and also issued 28,000 shares of common stock under the 1995 Stock Option Plan.
The Company has also agreed to reimburse Mission Bay for its accountable
expenses incurred in connection with the Agreement. In September 1997, in
consideration of the extension of the Consulting Agreement, 50,000 of said
options were cancelled, and the Company issued 50,000 shares of Common Stock to
Mission Bay Consulting under the 1995 Stock Option Plan. In January 1998, the
Company issued 9,500 shares to Randy Beimel, an employee of Mission Bay
Consulting, in consideration of services rendered outside of the scope of the
Consulting Agreement. In June 1999 the Company issued an additional 50,000
Options for additional services rendered outside of the contract. In March 2000
the Company issued 10,000 additional options for services rendered to Mr.
Beimel.
RELATED PARTY LOANS
None
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Bella, Hermida, Gilman, Hancock and Mueller L.L.C.
served as the Company's independent certified public accountants for the year
ended February 28, 2002. They informed the Company of their resignation June 12,
2002. Pender Newkirk and Company were engaged on June 13, 2002.
ANNUAL REPORT
ANY PERSON FROM WHOM PROXIES FOR THIS MEETING ARE SOLICITED MAY OBTAIN FROM
THE COMPANY, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-KSB FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2002,
INCLUDING THE FINANCIAL STATEMENTS THEREIN AND THE RELATED SCHEDULES, BY WRITING
THE COMPANY AT 1400 CHAMBER DR, BARTOW, FL 33830 ATTENTION: SECRETARY. ANY SUCH
REQUEST FROM A BENEFICIAL OWNER OF STOCK NOT REGISTERED IN HIS NAME MUST CONFIRM
THAT HE WAS A BENEFICIAL OWNER OF SUCH STOCK ON THE RECORD DATE.
STOCKHOLDER PROPOSALS
Proposals of security holders intended to be presented at the next annual
meeting of stockholders must be received by the Company at 1400 Chamber Dr.,
Bartow, FL 33830, on or before March 1, 2003 for inclusion in the proxy material
for said meeting.
OTHER BUSINESS
It is not anticipated that any business other than as set forth hereinabove
will be brought before the meeting. Management is not aware of any matters
proposed to be presented to the meeting by any other person. However, if any
other business should properly come before the meeting, it is the intention of
the persons named in the enclosed form of proxy in accordance with their best
judgment on such business.
Items included with this proxy solicitation:
The American Commerce Solutions, Inc. Form 10-KSB/A for the year ended February
28, 2002
The American Commerce Solutions, Inc. Form 10-QSB for the six months ended
August 31, 2002
AMERICAN COMMERCE SOLUTIONS, INC.
Annual Meeting of Stockholders
December 17, 2002
The undersigned hereby appoints Frank Puissegur and Robert E. Maxwell, or either
one of them, as proxy or proxies for the undersigned, with full powers of
substitution, to vote at the Annual Meeting of Stockholders to be held on
Tuesday, DECEMBER 17, 2002 at 10:00 a.m., local time, at the offices of the
Company, 1400 Chamber Dr, Bartow, FL and at any and all adjournments thereof,
according to the number of votes that the undersigned would be entitled to cast
with all powers the undersigned would possess if personally present at said
meeting. This proxy may be exercised to vote for the following purposes:
1. FOR [ ] AGAINST [ ]
the election of all of the following nominees listed below as
Directors of the Company:
Robert E. Maxwell
Daniel L. Hefner
Frank D. Puissegur
If you do not wish your shares be voted "FOR" a particular nominee, mark
"AGAINST" above and strike a line through the name(s) of the person(s)for
whose election you do not wish to consent.
2. FOR [ ] WITHHOLD AUTHORITY TO VOTE ON [ ] AGAINST [ ]
The proposal to approve an amendment to the Company's 1995 Stock Option
Plan, which would increase the number of shares eligible for issuance under
the Plan by 1,500,000 shares to 3,500,000 shares.
3. FOR [ ] WITHHOLD AUTHORITY TO VOTE ON [ ] AGAINST [ ]
The proposal to approve Pender, Newkirk and Company as auditors for the
fiscal year ending February 28, 2003.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL
The undersigned hereby ratifies and confirms all that said proxy or
proxies, or substitutes, may do by virtue hereof. The proxies are authorized to
vote in their discretion with respect to matters not known or determined at the
date of the Proxy Statement. Receipt of the Notice of Meeting, Proxy Statement
and Annual Report is hereby acknowledged.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR
SPECIFICATIONS ABOVE. IN THE ABSENCE OF SPECIFICATIONS, THIS PROXY WILL BE VOTED
"FOR" ALL OF THE PROPOSALS SET FORTH ABOVE.
Dated: _______________________, 2002
________________________ L.S.
Please sign here exactly as name appears at the left. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title as such. Each joint owner or trustee should sign the proxy. If the
stockholder is a corporation, the office of the person signing should be
indicated.
Please sign, date and mail today.
This proxy is solicited on behalf of the Board of Directors of the Company.