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 / /
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Check the appropriate box:
/ / Preliminary Proxy Statement
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BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
STARTEC GLOBAL COMMUNICATIONS CORPORATION
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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)
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/X/ No fee required
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and 0-11
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STARTEC GLOBAL COMMUNICATIONS CORPORATION
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 1, 2001
------------------------
To the Stockholders of
Startec Global Communications Corporation:
The Annual Meeting of Stockholders of Startec Global Communications
Corporation, a Delaware corporation, will be held at the Best Western Washington
Gateway Hotel, 1251 West Montgomery Avenue, Rockville, Maryland 20850, on
August 1, 2001, commencing at 10:00 A.M. (Eastern Daylight Savings Time), for
the following purposes, as described in the Proxy Statement accompanying this
Notice:
1. To elect the Class I members of the Board of Directors;
2. To approve the proposal to amend the Company's Restated Certificate of
Incorporation, to increase the number of authorized shares of common
stock, par value $.01 per share, from 40,000,000 to 100,000,000, and to
increase the number of authorized shares of preferred stock, par value
$1.00 per share, from 1,000,000 to 20,000,000;
3. To transact such other business as may properly come before the Annual
Meeting.
The Board of Directors has no knowledge of any other business to be
presented or transacted at the Annual Meeting.
Only stockholders of record on June 28, 2001, are entitled to notice of and
to vote at the Annual Meeting. Further information as to the matters to be
considered and acted upon at the Annual Meeting can be found in the accompanying
Proxy Statement.
By Order of the Board of Directors,
JEFFREY L. POERSCH
ASSISTANT SECRETARY
July 6, 2001
YOU ARE CORDIALLY INVITED AND URGED TO ATTEND THE ANNUAL MEETING IN PERSON.
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON. STOCKHOLDERS
WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY
DESIRE.
STARTEC GLOBAL COMMUNICATIONS CORPORATION
1151 SEVEN LOCKS ROAD
POTOMAC, MARYLAND 20854-2905
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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 1, 2001
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This Proxy Statement, the foregoing Notice of Annual Meeting of Stockholders
and the enclosed form of proxy are first being sent or delivered to stockholders
on or about July 6, 2001, in connection with the solicitation of proxies for use
by the Board of Directors ("Board of Directors") of Startec Global
Communications Corporation, a Delaware corporation ("Company"), at its Annual
Meeting of Stockholders ("Annual Meeting") which will be held at Best Western
Washington Gateway Hotel, 1251 West Montgomery Avenue, Rockville, Maryland
20850, on August 1, 2001, commencing at 10:00 A.M. (Eastern Daylight Savings
Time) for the purposes set forth in the foregoing Notice of Annual Meeting of
Stockholders, and at any and all adjournments or postponements thereof. A copy
of the Company's Annual Report accompanies this Proxy Statement.
The presence in person or by proxy of holders of record of a majority of the
outstanding shares of the Company's common stock, par value $.01 per share
("Common Stock"), is required to constitute a quorum for the transaction of
business at the Annual Meeting.
If the accompanying form of proxy is properly executed and returned, the
shares represented thereby will be voted in accordance with the instructions
specified therein. In the absence of instructions to the contrary, such shares
will be voted "FOR" each of the proposals set forth therein. Any stockholder
executing a proxy has the power to revoke it at any time prior to the voting
thereof on any matter (without, however, affecting any vote taken prior to such
revocation) by delivering written notice to the Assistant Secretary of the
Company, by executing another proxy dated as of a later date or by voting in
person at the Annual Meeting.
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The date of this Proxy Statement is July 6, 2001.
THE ANNUAL MEETING
MATTERS TO BE CONSIDERED
The Annual Meeting has been called to (i) elect two persons who have been
nominated for election as Class I directors of the Company for a term expiring
at the annual meeting of stockholders to be held in the year 2004 and/or until
his successor is duly elected and qualified and (ii) transact such other
business as may properly come before the Annual Meeting or any adjournments or
postponements thereof.
RECORD DATE AND OUTSTANDING STOCK
The record date ("Record Date") for determining those stockholders entitled
to notice of and to vote at the Annual Meeting is June 28, 2001. At that date,
there were outstanding 16,544,156 shares of Common Stock.
PROXIES
SOLICITATION. Solicitation of proxies is being made by management at the
direction of the Board of Directors, without additional compensation, through
the mail, in person or by telephone. The cost of such solicitation will be borne
by the Company. In addition, the Company will request brokers and other
custodians, nominees and fiduciaries to forward proxy-soliciting material to the
beneficial owners of Common Stock held of record by such persons, and the
Company will reimburse them for their reasonable expenses in so doing.
REVOCATION. The execution of a proxy does not affect the right to vote in
person at the Annual Meeting. A proxy may be revoked by the person giving it at
any time before it has been voted at the Annual Meeting by submitting a later
dated proxy or by giving written notice to the Assistant Secretary of the
Company. Unless a proxy is revoked or there is a direction to abstain on one or
more proposals, it will be voted on each proposal and, if a choice is made with
respect to any matter to be acted upon, in accordance with such choice. If no
choice is specified, the proxy will be voted as recommended by the Board of
Directors.
SIGNATURES IN CERTAIN CASES. If a stockholder is a corporation, the
enclosed proxy should be signed in its corporate name by an authorized officer
and his or her title should be indicated. If stock is registered in the name of
two or more trustees or other persons, the proxy must be signed by a majority of
them. If stock is registered in the name of a decedent, the proxy should be
signed by an executor or administrator, and his or her title as such should
follow the signature.
QUORUM AND VOTING
The presence, in person or by proxy, of holders of record of a majority of
the outstanding shares of Common Stock is required to constitute a quorum for
the transaction of business at the Annual Meeting. As to all matters, each
stockholder is entitled to one vote for each share of Common Stock held.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. The Class I
directors will be elected by a plurality of the votes cast at the election.
Votes against a candidate and votes withheld have no legal effect. In matters
other than the election of directors, abstentions are counted as votes against
in tabulations of the votes cast on proposals presented to stockholders, whereas
broker non-votes are not counted for purposes of determining whether a proposal
has been approved.
As of June 20, 2001, directors and executive officers of the Company and
their affiliates had the power to vote approximately 21.3% of the outstanding
Common Stock. All of the directors and executive officers have expressed an
intention to vote in favor of the director candidates proposed by the Board of
Directors.
1
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the beneficial
ownership of the Company's voting securities on June 20, 2001, including options
and warrants, by (i) each person known by the Company to be the beneficial owner
of more than five percent of any class of its voting securities, (ii) each
director and executive officer, and (iii) all directors and executive officers
as a group.
NUMBER OF PERCENTAGE OF
NAME AND ADDRESS(1) SHARES(2) OUTSTANDING
------------------- --------- -------------
Ram Mukunda(3).............................................. 3,528,675 20.40%
Prabhav V. Maniyar(4)....................................... 111,316 *
Sudhakar Shenoy(5).......................................... 1,000 *
Nazir G. Dossani(6)......................................... 9,000 *
Richard K. Prins(7)......................................... 44,000 *
Anthony A. Das(8)........................................... -- *
John H. Wolaver(9).......................................... -- *
All Directors and Executive Officers as a group
(7 persons)................................................. 3,693,991 21.30%
Liberty Wanger Asset Management, L.P.(10)................... 933,000 5.40%
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
RS Investment Management Co. LLC(11)........................ 1,995,000 11.50%
388 Market Street, Suite 200
San Francisco, California 94111
Zesiger Capital Group, LLC(12).............................. 2,667,100 15.40%
320 Park Avenue, 30th Floor
New York, New York 10022
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* Represents beneficial ownership of less than one percent of the outstanding
shares of our class of common stock.
(1) Unless otherwise noted, the address of all persons listed is c/o Startec
Global Communications Corporation, 1151 Seven Locks Road, Potomac, Maryland
20854-2905.
(2) Beneficial ownership is determined in accordance with the rules of the SEC.
Shares of common stock subject to options, warrants or other rights to
purchase which are currently exercisable or are exercisable within 60 days
of the Record Date are deemed beneficially owned for computing the
percentage ownership of the persons holdings such options, warrants or
rights, but are not deemed outstanding for computing the percentage
ownership of any other person. Unless otherwise indicated, each person
possesses sole voting and investment power with respect to the shares
shown.
(3) Does not include unexercisable options to purchase 170,000 shares of our
common stock.
(4) Does not include unexercisable options to purchase 136,000 shares of common
stock.
(5) Does not include unexercisable options to purchase 20,000 shares of common
stock.
(6) Does not include unexercisable options to purchase 30,000 shares of common
stock.
(7) Includes a warrant to purchase 33,000 shares of common stock. Does not
include unexercisable options to purchase 30,000 shares of common stock.
(8) Does not include unexercisable options to purchase 49,500 shares of common
stock.
(9) Does not include unexercisable options to purchase 36,500 shares of common
stock.
(10) As reported on Schedule 13G filed with the SEC on February 14, 2001.
(11) As reported on Schedule 13G filed with the SEC on February 15, 2001.
(12) As reported on Schedule 13G filed with the SEC on December 6, 2000.
2
FISCAL 2000 AUDIT FEE SUMMARY
During fiscal 2000, the Company retained its principal auditor, Arthur
Andersen LLP, to provide services in the following categories and amounts:
AUDIT FEES
Arthur Andersen LLP billed the Company an aggregate of approximately
$750,000 in fees for professional services rendered in connection with the audit
of the Company's financial statements for the most recent fiscal year and the
reviews of the financial statements included in each of the Company's Quarterly
Reports on Form 10-Q during the fiscal year ended December 31, 2000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Arthur Andersen LLP billed the Company an aggregate of approximately $70,000
in fees for professional services rendered to the Company and its affiliates for
the fiscal year ended December 31, 2000, in connection with the design and
implementation of financial information systems.
ALL OTHER FEES
Arthur Andersen LLP billed the Company an aggregate of approximately
$305,800 in fees for other services rendered to the Company and its affiliates
for the fiscal year ended December 31, 2000, primarily related to following:
- Tax compliance and consulting;
- Employee benefit plan audits;
- Acquisitions and divestitures.
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes of directors, each
containing, as nearly as possible, an equal number of directors. Directors
within each class are elected to serve three-year terms, and approximately
one-third of the directors stand for election at each annual meeting of the
stockholders. At the Annual Meeting, the stockholders will elect the persons to
serve as Class I directors of the Company.
Mr. Richard Prins was nominated by the Board of Directors to serve as a
Class I director of the Company. Mr. Prins has consented to be named herein and
to serve if elected. If a nominee, at the time of his election, is unable or
unwilling to serve, and as a result another nominee is designated, the persons
named in the enclosed proxy or their substitute will have discretionary
authority to vote or to refrain from voting for the other nominee in accordance
with their judgment. Unless contrary instructions are given, the shares
represented by the enclosed proxy will be voted "FOR" the election of Richard
Prins.
Mr. Nazir Dossani was nominated by the Board of Directors to serve as a
Class I director of the Company. Mr. Dossani has consented to be named herein
and to serve if elected. If a nominee, at the time of his election, is unable or
unwilling to serve, and as a result another nominee is designated, the persons
named in the enclosed proxy or their substitute will have discretionary
authority to vote or to refrain from voting for the other nominee in accordance
with their judgment. Unless contrary instructions are given, the shares
represented by the enclosed proxy will be voted "FOR" the election of Nazir
Dossani.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" NAZIR DOSSANI AND RICHARD
PRINS FOR DIRECTORS.
3
NOMINEES FOR ELECTION
DIRECTOR
NAME AGE SINCE POSITION WITH THE COMPANY
---- -------- -------- -----------------------------------------
CLASS I (term expiring in 2004)
Nazir G. Dossani.................... 59 1997 Director(1)(2)
Richard K. Prins.................... 44 1997 Director(1)(2)
CONTINUING DIRECTORS
CLASS II (term expiring in 2002)
Prabhav V. Maniyar.................. 41 1997 Corporate Vice President, Chief Financial
Officer & Director
Sudhakar Shenoy..................... 54 1999 Director(1)(2)
CLASS III (term expiring in 2003)
Ram Mukunda......................... 42 1989 President, Chief Executive Officer,
Treasurer & Director
------------------------
(1) Member of the Compensation Committee of the Board of Directors.
(2) Member of the Audit Committee of the Board of Directors.
BACKGROUND OF NOMINEES
The business experience, principal occupation and employment of the nominees
have been as follows:
Nazir G. Dossani joined the Company as a director in October 1997 at the
completion of the Company's initial public offering. Mr. Dossani was recently
appointed Senior Vice President for Asset/ Liability Management and Research at
the Federal Home Loan Mortgage Corp. From 1993 until his recent promotion, he
was Vice President for Asset/Liability Management. Prior to this position,
Mr. Dossani was Vice President--Pricing and Portfolio Analysis at the Federal
National Mortgage Association. Mr. Dossani received a Ph.D. in regional science
from the University of Pennsylvania and an M.B.A. from the Wharton School of the
University of Pennsylvania.
Richard K. Prins joined the Company as a director in October 1997 at the
completion of the Company's initial public offering. Mr. Prins is a Senior Vice
President with Ferris, Baker Watts, Incorporated. From July 1988 through
March 1996, he served as Managing Director of Investment Banking with Crestar
Securities Corporation. Mr. Prins received an M.B.A. from Oral Roberts
University and a B.A. from Colgate University. He currently serves on the Board
of Directors of SteelCloud Corporation.
BACKGROUNDS OF CONTINUING DIRECTORS
Prabhav V. Maniyar joined the Company as Chief Financial Officer in
January 1997. From June 1993 until he joined the Company, Mr. Maniyar was the
Chief Financial Officer of Eldyne, Inc., Unidyne Corporation and Diversified
Control Systems, LLC, collectively known as the Witt Group of Companies. The
Witt Group of Companies was acquired by the Titan Corporation in May 1996. From
June 1985 to May 1993, he held progressively more responsible positions with
NationsBank. Mr. Maniyar earned a B.S. in Economics from Virginia Commonwealth
University and an M.A. in Economics from Old Dominion University.
Sudhakar Shenoy joined the Company as a director in 1999. Mr. Shenoy is the
founder and Chief Executive Officer of Information Management Consultants, an
internationally recognized systems and software development firm serving the
public and private sectors. Mr. Shenoy received a bachelor's degree in
electrical engineering from the Indian Institute of Technology, an M.S. in
electrical
4
engineering and an M.B.A. from the University of Connecticut Schools of
Engineering and Business Administration, respectively.
Ram Mukunda is the founder of the Company. Prior to 1989, Mr. Mukunda was an
Advisor in Strategic Planning with INTELSAT, an international consortium
responsible for global satellite services. While at INTELSAT, he was responsible
for issues relating to corporate, business, financial planning and strategic
development. Prior to joining INTELSAT, he worked as a fixed-income analyst with
Caine, Gressel. Mr. Mukunda earned an M.S. in electrical engineering and
mathematics from the University of Maryland.
BOARD AND COMMITTEE MEETINGS
The Board of Directors has established a Compensation Committee and an Audit
Committee.
The Compensation Committee is responsible for reviewing and approving
salaries, bonuses and benefits paid or given to all of the Company's executive
officers and making recommendations to the Board of Directors with regard to
employee compensation and benefit plans. The Compensation Committee also
administers the Company's Amended and Restated Option Plan and Amended and
Restated 1997 Performance Incentive Plan ("1997 Plan"). The members of the
Compensation Committee are Richard Prins, Nazir Dossani and Sudhakar Shenoy.
This committee met twice during 2000.
The Audit Committee, which consists entirely of non-employee directors, is
charged with recommending the engagement of independent accountants to audit the
Company's financial statements, discussing the scope and results of the audit
with the independent accountants, reviewing the functions of the management and
the independent accountants pertaining to the Company's financial statements,
reviewing management's procedures and policies regarding internal accounting
controls, and performing such other related duties and functions as are deemed
appropriate by the Audit Committee and the board of directors. The members of
the Audit Committee are Richard Prins, Nazir Dossani and Sudhakar Shenoy. This
committee met four times during 2000.
The Board of Directors held six meetings in 2000 and took various actions by
written consent. During 2000, each incumbent director attended at least 75% of
the aggregate of the total number of meetings of the board during the period for
which such incumbent was a director, and the total number of meetings held by
all committees on which such incumbent served.
COMPENSATION OF DIRECTORS
The Company's directors do not receive cash compensation for their service
on the Board of Directors. In the future, however, directors who are not
employees of the Company may receive meeting fees, committee fees and other
compensation relating to their service. Each member of the Board of Directors
who is not an officer of the Company is entitled to receive an automatic grant
of options to purchase 10,000 shares of Common Stock upon joining the Board of
Directors and additional options to purchase 10,000 shares per year of service
thereafter. All directors will be reimbursed for reasonable out-of-pocket
expenses incurred in connection with their attendance at Board and committee
meetings.
5
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
ANNUAL COMPENSATION
The following table sets forth certain summary financial information with
respect to the last three fiscal years concerning compensation for services in
all capacities awarded to, earned by or paid to, the Company's Chief Executive
Officer and certain of the other most highly compensated officers of the
Company, whose aggregate cash and cash equivalent compensation exceeded $100,000
("Named Officers").
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL ----------------------------
COMPENSATION SECURITIES
------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
--------------------------- -------- -------- -------- ---------- ---------------
Ram Mukunda................................ 2000 $569,910 $ -- 35,426
President, Chief Executive Officer 1999 324,987 40,000 35,426
1998 401,117(2) 30,000 35,000
Prabhav V. Maniyar......................... 2000 368,627 15,846
Chief Financial Officer 1999 233,645 21,000 15,846
1998 180,042 15,000 18,000
Anthony A. Das............................. 2000 166,067
Chief Operating Officer, VoIP and 1999 152,305 21,000
Managed Network Services 1998 124,167 15,000
John H. Wolaver(3)......................... 2000 213,231
Chief Operating Officer, North America 1999 36,500
1998
------------------------
(1) This amount includes the value of an automobile allowance.
(2) Includes $102,000 accrued salary for prior periods.
(3) Mr. Wolaver joined the Company on December 28, 1999.
CERTAIN EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Mr. Ram Mukunda on
July 1, 1997, pursuant to which Mr. Mukunda holds the positions of President,
Chief Executive Officer and Treasurer, was paid an initial annual base salary of
$250,000 per year, is entitled to participate in the 1997 Plan, is eligible to
receive a bonus of up to 40% of his base salary as determined by the
Compensation Committee based upon the Company's financial and operating
performance, and is entitled to receive an automobile allowance of $1,500 per
month. In addition, the agreement provides that, if there is a "Change of
Control," Mr. Mukunda will receive, for the longer of 12 months or the balance
of the term under his employment agreement (which initially could be for a
period of up to three years), the following benefits: (1) a severance payment
equal to $20,830 per month; (2) a pro rata portion of the bonus applicable to
the calendar year in which such termination occurs; (3) all accrued but unpaid
base salary and other benefits as of the date of termination; and (4) such other
benefits as he was eligible to participate in at and as of the date of
termination. Effective July 1, 1998, Mr. Mukunda's annual base salary was
increased to $325,000.
We also entered into an employment agreement with Prabhav V. Maniyar on
July 1, 1997, pursuant to which Mr. Maniyar holds the positions of Corporate
Vice President and Chief Financial Officer, was paid an initial annual base
salary of $175,000 per year, is entitled to participate in the 1997 Plan, is
eligible to receive a bonus of up to 40% of his base salary as determined by the
Compensation
6
Committee based upon the Company's financial and operating performance, and is
entitled to receive an automobile allowance of $750 per month. Mr. Maniyar
resigned effective February 22, 2000, as Secretary. In addition, the agreement
provides that if there is a "Change of Control," Mr. Maniyar will receive, for
the longer of 12 months or the balance of the term under his employment
agreement (which initially could be for a period of up to three years), the
following benefits: (1) a severance payment equal to $14,580 per month; (2) a
pro rata portion of the bonus applicable to the calendar year in which such
termination occurs; (3) all accrued but unpaid base salary and other benefits;
and (4) such other benefits as he was eligible to participate in at and as of
the date of termination. Effective July 1, 1998, Mr. Maniyar's annual base
salary was increased to $225,000.
Each of Mr. Mukunda's and Mr. Maniyar's agreements have an initial term of
three years and are renewable for successive one-year terms. In addition, the
agreements also contain provisions which restrict the ability of
Messrs. Mukunda and Maniyar to compete with the Company for a period of one year
following termination. For purposes of the agreements, a "Change of Control"
shall be deemed to have occurred if: (a) any person becomes a beneficial owner,
directly or indirectly, of the Company's securities representing 30% or more of
the combined voting power of all classes of the Company's outstanding voting
securities; or (b) during any period of two consecutive calendar years
individuals who at the beginning of such period constitute the Board of
Directors, cease for any reason to constitute at least a majority thereof,
unless the election or nomination for the election by the Company's stockholders
of each new director was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
two-year period or whose election or nomination for election was previously so
approved; or (c) the Company's stockholders approve a merger or consolidation
with any other company or entity, other than a merger or consolidation that
would result in the Company's voting securities outstanding immediately prior
thereto continuing to represent more than 50% of the combined voting power of
the Company's voting securities or such surviving entity outstanding immediately
after such merger or consolidation (exclusive of the situation where the merger
or consolidation is effected in order to implement a recapitalization in which
no person acquires more than 30% of the combined voting power of our outstanding
securities); or (d) the Company's stockholders approve a plan of complete
liquidation or an agreement for the sale or disposition of all or substantially
all of the Company's assets.
STOCK OPTION GRANTS
The following table sets forth certain information regarding grants of
options to purchase common stock made by the Compensation Committee during the
fiscal year ended December 31, 2000, to each of the officers listed in the
summary compensation table above. No stock appreciation rights were granted
during 2000. On June 20, 2001, the closing price of the Company's common stock
was $0.23 per share.
REALIZED VALUE AT
ASSUMED ANNUAL RATES
NUMBER OF OF STOCK PRICE
SECURITIES APPRECIATION OF OPTIONS
UNDERLYING PERCENTAGE OF TOTAL MARKET PRICE TERMS(3)
OPTIONS OPTIONS GRANTED TO EXERCISE ON GRANT EXPIRATION -----------------------
NAME GRANTED EMPLOYEES IN 2000(1) PRICE(2) DATE DATE 5% 10%
---- ---------- -------------------- -------- ------------ ---------- --------- -----------
Ram Mukunda............ 40,000 3.21% $18.50 $18.16 12/28/2009 $537,705 $1,362,650
Prabhav V. Maniyar..... 21,000 1.69% 12.44 12.44 10/1/2009 276,492 697,751
Anthony A. Das......... 21,000 1.68% 18.50 18.16 12/28/2009 282,295 715,391
John H. Wolaver........ 36,500 2.92% 18.50 18.16 12/28/2009 490,656 1,243,418
------------------------
(1) During 2000, options were granted to purchase a total of 1,248,652 shares of
the Company's common stock.
(2) The exercise price was equal to or greater than the per share price of the
common stock underlying the options on the date of grant.
7
(3) Amounts reflected in these columns represent amounts that may be realized
upon exercise of options immediately prior to the expiration of their term
assuming the specified compounded rates of appreciation (5% and 10%) on the
Company's common stock over the term of the options. Actual gains, if any,
on the stock option exercises and common stock holdings are dependent upon
the timing of such exercise and the future performance of our common stock.
There can be no assurance that the rates of appreciation assumed in this
table can be achieved or that the amounts reflected will be received by the
holder of the option.
OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information as of December 31, 2000,
regarding the number and value of options exercised during 2000 and unexercised
options held by each of the officers listed in the summary compensation table
above. No stock appreciation rights were exercised during 2000.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED "IN-
SHARES OPTIONS AT THE-MONEY" OPTIONS AT
ACQUIRED ON FISCAL YEAR-END FISCAL YEAR-END(1)
EXERCISE VALUE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
Ram Mukunda.................. -- -- $ 6,000.00 $64,000.00 $ 76,125 $642,000
Prabhav V. Maniyar........... -- -- 23,000.00 63,000.00 376,812 964,823
Anthony A. Das............... 9,000 $111,375 3,000.00 46,500.00 53,813 634,595
John H. Wolaver.............. -- -- -- 36,500.00 -- 320,379
------------------------
(1) Options are "in-the-money" if the fair market value of underlying securities
exceeds the exercise price of the options. On June 20, 2001, the closing
price of the Company's common stock was $0.23 per share.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors ("Compensation
Committee") is responsible for recommending compensation policies with respect
to the Company's executive officers, and for making decisions about awards under
the Company's stock-based compensation plans. Each member of the Compensation
Committee is a "non-employee director" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an
"outside director" within the meaning of Section 162(m) of the Internal Revenue
Code. This report addresses the Company's compensation policies for 2000 as they
affected the Chief Executive Officer and the Company's other executive officers.
This report is not deemed to be "soliciting material" or deemed to be
"filed" with the Securities and Exchange Commission or subject to the
Commission's proxy rules or to the liabilities of Section 18 of the Exchange
Act, and the report shall not be deemed to be incorporated by reference into any
prior or subsequent filing by the Company under the Securities Act of 1933 or
the Exchange Act.
COMPENSATION POLICIES
The Compensation Committee's executive compensation policies are designed to
provide competitive compensation opportunities, reward executives in a manner
consistent with the Company's performance, recognize individual performance and
responsibility, underscore the importance of the creation of shareholder value,
and assist the Company in attracting and retaining qualified executives. The
Company's executive compensation program as implemented by the Compensation
Committee provides a competitive compensation program that will enable the
Company to attract, retain and reward experienced and highly motivated executive
officers who will have the skills, experience and talents required to promote
the short- and long-term financial performance and growth of the Company. The
principal elements of compensation employed by the Compensation Committee to
meet these objectives are base salaries, cash incentives, if appropriate, and
long-term stock-based awards.
8
Senior officers are also eligible to receive discretionary cash incentive
payments based upon the overall growth in revenue and profit and the performance
of the Company.
All compensation decisions are determined following a review of many factors
that the Compensation Committee believes are relevant, including external
competitive data, the Company's achievements over the past year, the
individual's contributions to the Company's success, significant changes in role
or responsibility, and the internal equity of compensation relationships.
In general, the Compensation Committee intends that the overall total
compensation opportunities provided to the executive officers should reflect
competitive compensation for executives with corresponding responsibilities in
comparable companies providing similar products and services. To the extent
determined to be appropriate, the Compensation Committee also considers general
economic conditions and the Company's financial position. Actual compensation
earned by the executive officers reflects both their contributions to the
Company's actual creation of stock value and the Company's actual financial
performance.
The competitiveness of the Company's total compensation program including
base salaries, annual cash incentives, and long-term stock-based incentives is
assessed annually. Data for external comparisons may be drawn from a number of
sources, including the publicly available disclosures of selected comparable
companies offering similar services. While the targeted total compensation
levels for the executive officers are intended to be competitive, compensation
paid in any particular year may be more or less than the average, depending upon
the Company's actual performance.
BASE SALARY
Base salaries for all executive officers, including the Chief Executive
Officer, are reviewed by the Compensation Committee on an annual basis. In
determining appropriate base salaries, the Compensation Committee considers
external competitiveness, the roles and responsibilities of the individual, the
internal equity of compensation relationships, and the contributions of the
individual to the Company's success.
ANNUAL CASH INCENTIVE OPPORTUNITIES
The Compensation Committee believes that executives should be rewarded for
their contributions to the success and profitability of the Company and, as
such, approves the annual cash incentive awards. Such awards are linked to the
achievement of revenue and net income goals by the Company, and the achievement
by the executives of certain assigned objectives. The individual objectives set
for executive officers of the Company include such goals as revenue, profit and
budget and operational objectives, and increased business unit productivity. The
Compensation Committee believes that these arrangements tie the executive's
performance closely to key measures of success of the Company. All executive
officers, including the Chief Executive Officer, are eligible to participate in
this program.
LONG-TERM STOCK-BASED INCENTIVES
The Compensation Committee also believes that it is essential to link
executive and shareholder interests. As such, from time to time the Compensation
Committee grants stock options to executive officers and other employees under
the 1997 Plan. In determining actual awards, the Compensation Committee
considers the externally competitive market, the contributions of the individual
to the success of the Company, and the need to retain the individual over time.
All executive officers, including the Chief Executive Officer, are eligible to
participate in this program.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Compensation Committee annually reviews and approves the compensation of
Mr. Mukunda, the Chief Executive Officer of the Company. The compensation
package for the Chief Executive
9
Officer includes elements of base salary, annual incentive compensation and
long-term incentive compensation. Mr. Mukunda's total compensation is designed
to be competitive and to create rewards for short- and long-term performance in
line with the financial interests of the Company's stockholders.
With regard to Mr. Mukunda's compensation, the Compensation Committee
considers in particular the Company's performance as evidenced by changes in the
market price of the common stock during the year as compared to changes in the
communications industry and the broader economic environment, as well as
particular operational and business achievements of the Company. Mr. Mukunda is
a significant stockholder in the Company, and to the extent that his performance
as Chief Executive Officer translates into an increase in the value of the
common stock, all Company stockholders, including Mr. Mukunda, share the
benefits. The Committee also considers the Chief Executive Officer's leadership
in continuing to improve the strategic position of the Company and its financial
performance during 2000 with respect to revenue growth, expense control, net
income, and earnings per share, compared to other communications companies. The
Compensation Committee also considers the compensation levels of chief executive
officers at similar companies at similar stages of growth.
SECTION 162(M)
The Commission requires that this report comment upon the Company's policy
with respect to Section 162(m) of the Internal Revenue Code which, generally,
disallows a tax deduction to public companies for compensation over $1,000,000
paid to its Named Officers. Qualifying performance-based compensation will not
be subject to the deduction limit if certain requirements are met. Although no
Named Officer received compensation exceeding this limit in 2000, the Company
has limited the number of shares of common stock subject to options which may be
granted to Company employees in a manner that complies with the
performance-based requirements of Section 162(m). While the Compensation
Committee does not currently intend to qualify its annual incentive awards as
performance-based awards, it will continue to monitor the impact of
Section 162(m) on the Company.
REPORT OF AUDIT COMMITTEE
The Audit Committee has reviewed and discussed with management the Company's
audited financial statements as of and for the year ended December 31, 2000.
The Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61
Communications with Audit Committees, as amended, by the Auditing Standards
Board of the American Institute of Certified Public Accountants.
We have received and reviewed the written disclosures and the letter from
the independent auditors required by Independence Standard No. 1, Independence
discussions with Audit Committees, as amended by the Independence Standards
Board, and have discussed with the auditors the auditors' independence.
Based on the reviews and discussions referred to above, the Audit Committee
has recommended to the Board of the Directors that the financial statements
referred to above be included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT.
RESPECTFULLY SUBMITTED,
NAZIR G. DOSSANI
RICHARD K. PRINS
SUDHAKAR SHENOY
10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to the Company's initial public offering, the Board of Directors did
not have a Compensation Committee or any committee performing a similar
function. Accordingly, the entire Board of Directors, including directors who
are executive officers of the Company, historically has made all determinations
concerning compensation of executive officers. The Board of Directors has
established a Compensation Committee which consists entirely of directors who
are not employees of the Company.
PROPOSAL II
APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION,
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has proposed an amendment to the Restated Certificate
of Incorporation (the "Amendment") and directed that the Amendment be submitted
to the shareholders for approval. The Amendment would increase the number of
authorized shares of Common Stock from 40,000,000 to 100,000,000 and the number
of authorized shares of Preferred Stock from 1,000,000 to 20,000,000.
The full text of the proposed resolution and Amendment related to Proposal
II is as follows:
"RESOLVED, that Paragraph (a) of Article IV of the Restated Certificate of
Incorporation of the Company be amended by deleting said Paragraph (a) in its
entirety and substituting in lieu thereof a new Paragraph (a) of Article IV that
reads as follows:
'(a) The total number of shares of capital stock of all classes which the
Corporation has authority to issue is one hundred twenty million (120,000,000)
shares, one hundred million (100,000,000) shares of which are shares of common
stock, par value one cent ($.01) per share ("Common Stock") and twenty million
(20,000,000) shares of which are shares of blank check preferred stock, par
value One Dollar ($1.00) per shares ("Preferred Stock"). Of the authorized
shares of Preferred Stock, Twenty Five Thousand (25,000) shares are designated
as Series A Junior Participating Preferred Stock (the description of which is
set forth in (c) below). The Board of Directors may classify and reclassify in
any one or more respects the preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends, qualifications or terms or
conditions of redemption of such shares of stock."'
On June 28, 2001, there were 16,554,156 shares of Common Stock issued and
outstanding, and no shares of Preferred Stock issued and outstanding. This
number does not include 3,062,519 shares reserved for issuance under outstanding
options and warrants to purchase shares of Common Stock. As of such date,
therefore, there were 20,383,325 shares of authorized Common Stock not reserved
for such purposes and available for issuance. Holders of Common Stock have no
preemptive rights to acquire additional issuances of shares of Common Stock.
The Board of Directors has deemed it advisable and in the best interests of
the Company to amend Paragraph (a) of Article IV of the Restated Certificate of
Incorporation to increase the authorized number of shares of Common Stock to
100,000,000 and to increase the authorized number of shares of Preferred Stock
to 20,000,000. The purpose of such increase is to place the Company in a
position where it will continue to have a sufficient number of shares of
authorized and unissued capital stock which can be issued for or in connection
with such corporate purposes as may, from time to time, be considered advisable
by the Board of Directors. Having such shares available for issuance in the
future will give the Company greater flexibility and will allow such shares to
be issued as determined by the Board of Directors of the Company without the
expense and delay of a special shareholders' meeting to approve such additional
authorized capital stock. Such corporate purposes could include, without
limitation: (a) issuance in connection with any desirable acquisitions which may
be presented to the Company; (b) the issuance pursuant to stock splits; (c) the
issuance of Common Stock upon exercise of options granted under the Company's
various stock option plans or in connection with other employee benefit plans;
(d) the issuance of capital stock upon the conversion of any preferred stock,
the exercise of warrants or the conversion of other securities convertible into
Common Stock which
11
may be outstanding from time to time; and (e) issuance in connection with an
offering to raise capital for the Company.
The authorized shares of capital stock in excess of those presently issued
will be available for issuance at such times and for such purposes as the Board
of Directors may deem advisable without further action by the Company's
shareholders, except as may be required by the Restated Certificate of
Incorporation and applicable laws and regulations. Any future issuance of shares
will be subject to the rights of holders of shares of any then outstanding
preferred stock.
The Amendment, if adopted, may have the result of making it more difficult
for any persons or group of persons, other than the current principal
shareholders and management, to acquire control of the Company by expanding the
ability of the Company to issue shares and thereby dilute the voting power of
any person or group that might accumulate shares in order to attempt to effect a
change in control. Although the Amendment might have such effect, the Amendment
has been proposed by the Board of Directors for the reasons set forth above and
not for anti-takeover reasons. The Company is not aware of any present effort to
accumulate shares of capital stock or to attempt to change control of the
Company. The Company has no present plans to issue additional shares of capital
stock either to the current principal shareholders, the directors, the executive
officers or any other person or entity except under the Company's stock option
plans or pursuant to the conversion or exercise of outstanding preferred stock,
warrants and convertible securities or in connection with certain acquisitions,
any of which would not be expected to result in the issuance of shares in excess
of those currently authorized but unissued. However, the Company is frequently
engaged in discussions relating to potential acquisitions or capital
transactions, some of which could result in agreements requiring the issuance of
certain of the additional shares to be authorized.
If approved by the shareholders as hereinafter provided, the Amendment will
become effective upon the filing of articles of amendment relating thereto with
the Secretary of State of Delaware, which will occur as soon as reasonably
practicable following such approval. The approval of the Amendment requires a
majority of the votes entitled to be cast on the Amendment by the holders of
Common Stock. Each outstanding share of Common Stock is entitled to one vote for
each such share held. Consequently, any shares not voted on the Amendment
(whether by abstention or broker non-votes) will have the same effect as votes
against the Amendment.
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total stockholder return on the
Common Stock for the period from October 9, 1997, through December 31, 2000,
with the cumulative total return on (i) the "NASDAQ-US Index" and (ii) the
"NASDAQ Telecommunications Index". The comparisons assume the investment of $100
on October 9, 1997, in the Company's common stock and in each of the indices
and, in each case, assumes reinvestment of all dividends. The Company has not
paid any dividends on its common stock and does not intend to do so in the
foreseeable future. The performance graph is not necessarily indicative of
future performance.
12
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
DATE CLOSE STGC NASDAQ COMPOSITE NASDAQ TELECOMS
9-Oct-97 16.75 100 100.00 100.00
10-Oct-97 17.75 105.9701493 99.61 99.24
13-Oct-97 17.5 104.4776119 99.79 99.45
14-Oct-97 17.3125 103.358209 99.25 99.64
15-Oct-97 17.1875 102.6119403 98.71 99.94
16-Oct-97 16.75 100 97.35 99.76
17-Oct-97 15.375 91.79104478 95.47 98.02
20-Oct-97 16.25 97.01492537 96.54 99.62
21-Oct-97 16.125 96.26865672 98.09 101.04
22-Oct-97 16 95.52238806 97.84 101.33
23-Oct-97 15.875 94.7761194 95.73 99.15
24-Oct-97 15.875 94.7761194 94.56 98.10
27-Oct-97 14.5 86.56716418 87.79 90.60
28-Oct-97 14.75 88.05970149 91.82 93.46
29-Oct-97 15.25 91.04477612 91.80 95.31
30-Oct-97 15 89.55223881 89.95 94.26
31-Oct-97 14.875 88.80597015 91.28 95.44
3-Nov-97 15 89.55223881 93.36 97.23
4-Nov-97 15.75 94.02985075 93.43 96.80
5-Nov-97 16.4375 98.13432836 93.78 96.83
6-Nov-97 16.375 97.76119403 92.99 96.44
7-Nov-97 16.5 98.50746269 91.78 94.74
10-Nov-97 16.75 100 91.11 95.38
11-Nov-97 16.375 97.76119403 90.78 94.55
12-Nov-97 16 95.52238806 88.31 92.05
13-Nov-97 16.375 97.76119403 89.31 92.97
14-Nov-97 16.25 97.01492537 90.70 94.38
17-Nov-97 16.25 97.01492537 92.45 96.01
18-Nov-97 16.125 96.26865672 91.67 95.76
19-Nov-97 15.8125 94.40298507 91.72 95.52
20-Nov-97 16.125 96.26865672 93.17 97.03
21-Nov-97 16.125 96.26865672 92.83 96.76
24-Nov-97 16.25 97.01492537 90.90 94.70
25-Nov-97 16 95.52238806 91.02 94.90
26-Nov-97 16 95.52238806 91.33 95.21
28-Nov-97 16 95.52238806 91.68 95.79
1-Dec-97 16 95.52238806 93.41 96.85
2-Dec-97 16.375 97.76119403 92.01 96.07
3-Dec-97 16.75 100 92.51 97.05
4-Dec-97 16.5625 98.88059701 92.41 97.10
5-Dec-97 16.5625 98.88059701 93.59 98.35
8-Dec-97 16.5625 98.88059701 94.60 98.93
9-Dec-97 17.5 104.4776119 92.82 99.40
10-Dec-97 17.8125 106.3432836 91.45 98.40
11-Dec-97 18 107.4626866 89.27 97.42
12-Dec-97 18 107.4626866 88.01 97.38
15-Dec-97 18.25 108.9552239 88.01 97.96
16-Dec-97 18.375 109.7014925 88.95 98.59
17-Dec-97 18.75 111.9402985 88.63 98.79
18-Dec-97 19.125 114.1791045 87.25 98.56
19-Dec-97 19.25 114.9253731 87.34 98.91
22-Dec-97 19.625 117.1641791 87.75 98.45
23-Dec-97 19.875 118.6567164 86.49 96.36
24-Dec-97 20 119.4029851 85.89 96.06
26-Dec-97 20 119.4029851 86.57 96.95
29-Dec-97 20.75 123.880597 88.06 98.95
30-Dec-97 22.125 132.0895522 89.64 99.71
31-Dec-97 22.375 133.5820896 89.95 99.33
2-Jan-98 20.625 123.1343284 90.59 99.32
5-Jan-98 19.5 116.4179104 91.31 100.29
6-Jan-98 19.25 114.9253731 90.51 99.50
7-Jan-98 19.25 114.9253731 89.45 99.21
8-Jan-98 19.25 114.9253731 89.10 98.58
9-Jan-98 19 113.4328358 86.10 96.14
12-Jan-98 18.375 109.7014925 86.35 95.96
13-Jan-98 19.5 116.4179104 88.30 98.33
14-Jan-98 19.5 116.4179104 88.71 100.12
15-Jan-98 20.25 120.8955224 88.61 100.09
16-Jan-98 21.875 130.5970149 89.52 101.91
20-Jan-98 22.25 132.8358209 91.08 103.25
21-Jan-98 21.125 126.119403 90.95 103.79
22-Jan-98 20.75 123.880597 90.30 104.27
23-Jan-98 21.25 126.8656716 90.27 104.49
26-Jan-98 20.875 124.6268657 89.44 102.36
27-Jan-98 20.25 120.8955224 90.44 103.16
28-Jan-98 20 119.4029851 92.27 104.13
29-Jan-98 19.8125 118.2835821 92.76 105.39
30-Jan-98 19.75 117.9104478 92.75 105.50
2-Feb-98 19.875 118.6567164 94.68 105.93
3-Feb-98 19.375 115.6716418 95.45 106.24
4-Feb-98 20.125 120.1492537 96.25 107.14
5-Feb-98 20.375 121.641791 96.05 107.20
6-Feb-98 20.125 120.1492537 97.05 107.97
9-Feb-98 19.625 117.1641791 96.83 108.07
10-Feb-98 20 119.4029851 97.89 109.77
11-Feb-98 20.5625 122.761194 97.86 110.58
12-Feb-98 20.75 123.880597 98.20 111.69
13-Feb-98 20.25 120.8955224 97.97 110.68
17-Feb-98 20.25 120.8955224 97.57 110.69
18-Feb-98 20.625 123.1343284 98.27 111.52
19-Feb-98 21.25 126.8656716 98.92 111.75
20-Feb-98 21.5 128.358209 98.99 112.33
23-Feb-98 21.3125 127.238806 100.34 112.86
24-Feb-98 22.875 136.5671642 99.59 112.68
25-Feb-98 25 149.2537313 101.18 114.42
26-Feb-98 24.75 147.761194 101.79 115.90
27-Feb-98 24.8125 148.1343284 101.41 115.48
2-Mar-98 24.875 148.5074627 100.73 116.10
3-Mar-98 25.875 154.4776119 100.65 116.31
4-Mar-98 24.875 148.5074627 100.79 116.13
5-Mar-98 25.6875 153.358209 98.06 114.13
6-Mar-98 25 149.2537313 100.44 117.25
9-Mar-98 24.375 145.5223881 98.81 117.08
10-Mar-98 24 143.2835821 100.15 117.62
11-Mar-98 25 149.2537313 100.63 118.03
12-Mar-98 25.125 150 101.04 117.82
13-Mar-98 26.375 157.4626866 101.48 118.81
16-Mar-98 26.375 157.4626866 102.42 121.49
17-Mar-98 26 155.2238806 101.92 122.13
18-Mar-98 25.25 150.7462687 102.43 123.33
19-Mar-98 25.25 150.7462687 103.10 125.62
20-Mar-98 25.5 152.238806 102.48 124.77
23-Mar-98 25.25 150.7462687 102.67 124.83
24-Mar-98 25.25 150.7462687 103.81 126.80
25-Mar-98 24.875 148.5074627 104.51 126.21
26-Mar-98 24.375 145.5223881 104.74 125.90
27-Mar-98 24.4375 145.8955224 104.45 125.26
30-Mar-98 24.25 144.7761194 104.17 125.08
31-Mar-98 25 149.2537313 105.15 125.79
1-Apr-98 26.5 158.2089552 105.83 126.27
2-Apr-98 27.75 165.6716418 106.14 127.03
3-Apr-98 28.5 170.1492537 106.27 127.14
6-Apr-98 27.625 164.9253731 104.77 126.20
7-Apr-98 26.25 156.7164179 103.03 123.65
8-Apr-98 26.75 159.7014925 103.50 123.88
9-Apr-98 27 161.1940299 104.26 124.69
13-Apr-98 27.625 164.9253731 104.53 124.83
14-Apr-98 26.75 159.7014925 105.57 126.52
15-Apr-98 26.625 158.9552239 106.73 127.09
16-Apr-98 26.375 157.4626866 106.44 127.61
17-Apr-98 26.5 158.2089552 106.92 127.43
20-Apr-98 27.375 163.4328358 108.09 128.02
21-Apr-98 27.75 165.6716418 109.05 128.08
22-Apr-98 28 167.1641791 109.84 127.30
23-Apr-98 27.5 164.1791045 107.76 125.54
24-Apr-98 26.5 158.2089552 107.05 124.57
27-Apr-98 25.25 150.7462687 104.26 121.31
28-Apr-98 26.25 156.7164179 104.92 121.19
29-Apr-98 25.75 153.7313433 106.06 122.67
30-Apr-98 25.5 152.238806 107.02 124.04
1-May-98 25.5 152.238806 107.31 124.97
4-May-98 25.625 152.9850746 107.62 125.79
5-May-98 25.625 152.9850746 106.82 124.65
6-May-98 25 149.2537313 106.35 123.83
7-May-98 23.25 138.8059701 105.11 122.88
8-May-98 23 137.3134328 106.79 124.17
11-May-98 21 125.3731343 105.86 124.19
12-May-98 20.25 120.8955224 106.55 123.97
13-May-98 20.75 123.880597 106.89 123.51
14-May-98 21.625 129.1044776 106.85 123.51
15-May-98 22 131.3432836 105.78 123.54
18-May-98 21.625 129.1044776 104.91 123.13
19-May-98 21.625 129.1044776 105.73 123.93
20-May-98 22 131.3432836 104.92 123.88
21-May-98 21.75 129.8507463 104.30 123.84
22-May-98 21.5625 128.7313433 103.39 123.87
27-May-98 17.75 105.9701493 102.02 121.31
28-May-98 17 101.4925373 102.79 123.37
29-May-98 16.375 97.76119403 101.89 122.63
1-Jun-98 14.875 88.80597015 100.06 121.50
2-Jun-98 15.75 94.02985075 100.91 121.65
3-Jun-98 15 89.55223881 99.80 120.59
4-Jun-98 15 89.55223881 101.38 122.13
5-Jun-98 14.25 85.07462687 102.12 122.96
8-Jun-98 14.25 85.07462687 102.40 124.52
9-Jun-98 13.75 82.08955224 103.15 125.23
10-Jun-98 13.375 79.85074627 101.57 122.89
11-Jun-98 11.125 66.41791045 100.22 119.59
12-Jun-98 10.875 64.92537313 99.95 119.52
15-Jun-98 10.25 61.19402985 98.28 117.70
16-Jun-98 10 59.70149254 100.42 119.81
17-Jun-98 9.875 58.95522388 101.75 123.31
18-Jun-98 9.5 56.71641791 101.54 123.21
19-Jun-98 9.875 58.95522388 102.03 125.11
22-Jun-98 9.7188 58.02268657 103.44 126.38
23-Jun-98 9.375 55.97014925 105.65 129.90
24-Jun-98 10.625 63.43283582 107.56 131.96
25-Jun-98 15 89.55223881 106.72 131.51
26-Jun-98 13.75 82.08955224 107.08 130.89
29-Jun-98 13.125 78.35820896 108.32 132.29
30-Jun-98 11.5 68.65671642 108.53 133.77
1-Jul-98 12.5 74.62686567 109.66 135.47
2-Jul-98 12.5 74.62686567 108.49 135.51
6-Jul-98 12.125 72.3880597 109.37 136.95
7-Jul-98 12 71.64179104 109.29 137.06
8-Jul-98 12.25 73.13432836 110.86 138.43
9-Jul-98 13 77.6119403 111.11 137.78
10-Jul-98 13 77.6119403 111.29 138.14
13-Jul-98 12.875 76.86567164 112.58 139.55
14-Jul-98 13.25 79.10447761 112.75 142.72
15-Jul-98 14.375 85.82089552 114.24 145.62
16-Jul-98 12.75 76.11940299 114.59 146.00
17-Jul-98 11 65.67164179 115.06 147.41
20-Jul-98 11 65.67164179 115.37 149.32
21-Jul-98 10.875 64.92537313 113.36 147.97
22-Jul-98 11 65.67164179 112.82 145.05
23-Jul-98 11.75 70.14925373 110.85 144.24
24-Jul-98 11.75 70.14925373 110.60 145.32
27-Jul-98 10.5 62.68656716 110.73 141.89
28-Jul-98 10.875 64.92537313 108.63 137.93
29-Jul-98 10.625 63.43283582 107.77 138.76
30-Jul-98 10.9375 65.29850746 109.95 141.95
31-Jul-98 11 65.67164179 107.25 138.86
3-Aug-98 10.5 62.68656716 106.03 136.36
4-Aug-98 9.5 56.71641791 102.28 129.26
5-Aug-98 9.1875 54.85074627 102.43 130.59
6-Aug-98 9.5 56.71641791 104.79 134.48
7-Aug-98 10.125 60.44776119 105.78 135.27
10-Aug-98 10.6875 63.80597015 105.35 134.64
11-Aug-98 10 59.70149254 102.68 129.55
12-Aug-98 10.125 60.44776119 104.56 132.66
13-Aug-98 9.75 58.20895522 103.25 131.40
14-Aug-98 9 53.73134328 102.54 129.20
17-Aug-98 8.5 50.74626866 104.13 131.63
18-Aug-98 9 53.73134328 106.26 134.47
19-Aug-98 9 53.73134328 105.55 133.93
20-Aug-98 8.9375 53.35820896 104.96 133.93
21-Aug-98 8 47.76119403 102.96 130.30
24-Aug-98 7.875 47.01492537 102.58 129.08
25-Aug-98 7.75 46.26865672 103.00 130.55
26-Aug-98 7.375 44.02985075 101.28 128.17
27-Aug-98 6.5 38.80597015 96.60 120.25
28-Aug-98 6.5 38.80597015 93.92 117.35
31-Aug-98 5.75 34.32835821 85.88 105.78
1-Sep-98 6 35.82089552 90.22 110.47
2-Sep-98 7 41.79104478 91.24 113.38
3-Sep-98 7 41.79104478 90.03 111.96
4-Sep-98 6.7188 40.11223881 89.73 110.71
8-Sep-98 6.625 39.55223881 95.13 118.40
9-Sep-98 6.8125 40.67164179 93.05 114.68
10-Sep-98 6.6875 39.92537313 90.81 109.84
11-Sep-98 6.75 40.29850746 94.03 113.39
14-Sep-98 7.5625 45.14925373 95.41 115.35
15-Sep-98 7.125 42.53731343 96.12 115.00
16-Sep-98 7.5625 45.14925373 96.80 117.06
17-Sep-98 7 41.79104478 94.30 113.74
18-Sep-98 7 41.79104478 95.30 115.96
21-Sep-98 6.875 41.04477612 96.25 117.22
22-Sep-98 7.0625 42.1641791 97.25 117.93
23-Sep-98 7 41.79104478 100.83 123.70
24-Sep-98 6.9375 41.41791045 98.54 119.48
25-Sep-98 6.75 40.29850746 99.87 122.19
28-Sep-98 6.75 40.29850746 99.62 121.25
29-Sep-98 6.625 39.55223881 99.32 121.20
30-Sep-98 6.875 41.04477612 97.02 117.77
1-Oct-98 6 35.82089552 92.35 112.00
2-Oct-98 6 35.82089552 92.50 113.47
5-Oct-98 5.75 34.32835821 88.02 108.46
6-Oct-98 5.1875 30.97014925 86.54 107.17
7-Oct-98 4.875 29.10447761 83.78 103.85
8-Oct-98 4.6875 27.98507463 81.29 100.67
9-Oct-98 4.75 28.35820896 85.49 104.83
12-Oct-98 4.6875 27.98507463 88.56 110.21
13-Oct-98 4.4375 26.49253731 86.46 107.72
14-Oct-98 4.3125 25.74626866 88.26 110.67
15-Oct-98 4.875 29.10447761 92.28 115.38
16-Oct-98 4.625 27.6119403 92.85 115.63
19-Oct-98 4.5 26.86567164 94.44 119.21
20-Oct-98 4.75 28.35820896 93.89 119.64
21-Oct-98 6.3125 37.68656716 95.93 121.84
22-Oct-98 7.75 46.26865672 97.52 123.92
23-Oct-98 8.25 49.25373134 97.02 122.91
26-Oct-98 7.2812 43.46985075 98.80 124.75
27-Oct-98 7.375 44.02985075 98.38 124.19
28-Oct-98 6.75 40.29850746 99.51 126.01
29-Oct-98 7.375 44.02985075 100.65 127.38
30-Oct-98 9.5 56.71641791 101.46 129.05
2-Nov-98 9.625 57.46268657 103.15 130.88
3-Nov-98 10 59.70149254 102.44 130.36
4-Nov-98 11.625 69.40298507 104.45 132.32
5-Nov-98 11.75 70.14925373 105.23 131.95
6-Nov-98 11.5 68.65671642 106.34 132.55
9-Nov-98 10.125 60.44776119 106.60 132.54
10-Nov-98 11.625 69.40298507 106.86 131.97
11-Nov-98 11.625 69.40298507 106.66 130.71
12-Nov-98 11.8125 70.52238806 106.03 129.69
13-Nov-98 11.6875 69.7761194 105.85 130.88
16-Nov-98 12 71.64179104 106.63 132.15
17-Nov-98 11.5 68.65671642 107.60 131.92
18-Nov-98 10.875 64.92537313 108.68 133.56
19-Nov-98 11.375 67.91044776 109.96 137.02
20-Nov-98 11.4375 68.28358209 110.45 136.06
23-Nov-98 10.875 64.92537313 113.26 138.54
24-Nov-98 11.25 67.1641791 112.60 137.15
25-Nov-98 11 65.67164179 113.71 140.17
27-Nov-98 11 65.67164179 115.50 143.00
30-Nov-98 10.75 64.17910448 111.67 137.55
1-Dec-98 10 59.70149254 114.77 140.86
2-Dec-98 9.5625 57.08955224 114.28 140.68
3-Dec-98 9 53.73134328 111.94 138.32
4-Dec-98 9.25 55.2238806 114.74 142.17
7-Dec-98 8.875 52.98507463 116.89 144.37
8-Dec-98 9.75 58.20895522 116.55 144.07
9-Dec-98 9.6875 57.8358209 117.45 145.59
10-Dec-98 9.5625 57.08955224 115.47 143.48
11-Dec-98 9.125 54.47761194 116.24 144.39
14-Dec-98 8.75 52.23880597 112.66 140.01
15-Dec-98 8.8438 52.79880597 115.28 143.42
16-Dec-98 9.875 58.95522388 115.09 142.69
17-Dec-98 9.75 58.20895522 117.07 146.27
18-Dec-98 10.125 60.44776119 119.49 150.45
21-Dec-98 10.25 61.19402985 122.46 154.05
22-Dec-98 9.75 58.20895522 121.49 153.19
23-Dec-98 9.75 58.20895522 124.44 156.34
24-Dec-98 10.625 63.43283582 123.90 156.39
28-Dec-98 10 59.70149254 124.88 159.23
29-Dec-98 9.625 57.46268657 124.97 161.72
30-Dec-98 9 53.73134328 124.12 160.34
31-Dec-98 9.625 57.46268657 125.59 162.27
4-Jan-99 10.125 60.44776119 126.47 161.59
5-Jan-99 9.875 58.95522388 128.95 167.40
6-Jan-99 10.1875 60.82089552 132.94 173.65
7-Jan-99 10 59.70149254 133.24 171.31
8-Jan-99 9.875 58.95522388 134.28 173.07
11-Jan-99 9.125 54.47761194 136.59 174.53
12-Jan-99 9.125 54.47761194 132.93 170.04
13-Jan-99 9.25 55.2238806 132.70 170.29
14-Jan-99 8.4375 50.37313433 130.41 166.25
15-Jan-99 8.5 50.74626866 134.50 173.38
19-Jan-99 8.25 49.25373134 137.94 180.36
20-Jan-99 8 47.76119403 138.36 183.24
21-Jan-99 7.875 47.01492537 134.30 175.88
22-Jan-99 7.75 46.26865672 133.97 177.23
25-Jan-99 7.75 46.26865672 135.71 180.53
26-Jan-99 7.875 47.01492537 139.38 181.41
27-Jan-99 8 47.76119403 137.88 180.60
28-Jan-99 8.125 48.50746269 141.90 186.86
29-Jan-99 8.4375 50.37313433 143.53 187.44
1-Feb-99 8.8125 52.6119403 143.77 189.47
2-Feb-99 8.8125 52.6119403 141.10 186.79
3-Feb-99 9.5 56.71641791 142.82 189.12
4-Feb-99 9.3125 55.59701493 138.05 184.76
5-Feb-99 9 53.73134328 135.96 182.21
8-Feb-99 9 53.73134328 137.75 186.26
9-Feb-99 8.75 52.23880597 132.36 179.67
10-Feb-99 8.5 50.74626866 132.29 177.10
11-Feb-99 8.5 50.74626866 137.79 185.73
12-Feb-99 8.25 49.25373134 132.99 180.22
16-Feb-99 8.75 52.23880597 132.54 182.62
17-Feb-99 9 53.73134328 128.81 178.53
18-Feb-99 8.875 52.98507463 129.48 182.28
19-Feb-99 9 53.73134328 130.80 185.44
22-Feb-99 9 53.73134328 134.15 189.88
23-Feb-99 9.5625 57.08955224 136.11 190.14
24-Feb-99 8.625 51.49253731 134.00 188.54
25-Feb-99 8.75 52.23880597 133.28 188.46
26-Feb-99 9.125 54.47761194 131.06 185.57
1-Mar-99 9 53.73134328 131.46 183.21
2-Mar-99 9.0625 54.10447761 129.39 182.21
3-Mar-99 9.1875 54.85074627 129.75 182.32
4-Mar-99 9 53.73134328 131.33 184.93
5-Mar-99 8.9375 53.35820896 133.87 187.89
8-Mar-99 9 53.73134328 137.33 192.32
9-Mar-99 8.875 52.98507463 137.06 192.65
10-Mar-99 8.875 52.98507463 137.81 193.60
11-Mar-99 8.875 52.98507463 138.17 195.90
12-Mar-99 9 53.73134328 136.41 194.81
15-Mar-99 9.0625 54.10447761 139.27 198.90
16-Mar-99 8.875 52.98507463 139.72 198.91
17-Mar-99 8.875 52.98507463 139.13 200.20
18-Mar-99 8.875 52.98507463 141.08 204.97
19-Mar-99 8.75 52.23880597 138.69 201.41
22-Mar-99 8.75 52.23880597 137.24 196.92
23-Mar-99 8.5 50.74626866 133.05 191.38
24-Mar-99 7.625 45.52238806 135.48 194.02
25-Mar-99 8 47.76119403 139.46 200.22
26-Mar-99 7.625 45.52238806 138.57 199.37
29-Mar-99 7.75 46.26865672 142.79 204.87
30-Mar-99 7.75 46.26865672 142.07 203.38
31-Mar-99 7.75 46.26865672 140.99 200.30
1-Apr-99 7.375 44.02985075 142.82 202.58
5-Apr-99 7.375 44.02985075 146.64 209.11
6-Apr-99 7.4375 44.40298507 146.82 207.78
7-Apr-99 6.875 41.04477612 145.74 206.86
8-Apr-99 7.4375 44.40298507 147.40 210.27
9-Apr-99 7.375 44.02985075 148.53 215.51
12-Apr-99 7.25 43.28358209 148.86 223.66
13-Apr-99 7 41.79104478 147.98 226.18
14-Apr-99 5.875 35.07462687 143.61 216.45
15-Apr-99 6.625 39.55223881 144.44 213.64
16-Apr-99 7.25 43.28358209 142.28 208.41
19-Apr-99 6.5 38.80597015 134.35 198.54
20-Apr-99 6 35.82089552 138.02 205.91
21-Apr-99 6.5625 39.17910448 142.57 216.47
22-Apr-99 6.9375 41.41791045 146.73 222.16
23-Apr-99 7 41.79104478 148.39 221.43
26-Apr-99 9.375 55.97014925 151.91 226.81
27-Apr-99 9.625 57.46268657 149.06 219.97
28-Apr-99 10.75 64.17910448 146.08 217.05
29-Apr-99 10.375 61.94029851 144.83 212.15
30-Apr-99 10.0625 60.07462687 145.65 212.04
3-May-99 8.875 52.98507463 145.23 212.67
4-May-99 7.625 45.52238806 142.34 208.80
5-May-99 6.875 41.04477612 145.17 216.82
6-May-99 7.1875 42.91044776 141.61 212.10
7-May-99 6.75 40.29850746 143.40 215.97
10-May-99 6.875 41.04477612 144.71 216.49
11-May-99 7.6875 45.89552239 147.02 219.59
12-May-99 9.125 54.47761194 149.30 223.91
13-May-99 10.0625 60.07462687 147.89 223.06
14-May-99 9.25 55.2238806 144.79 218.54
17-May-99 9.25 55.2238806 146.74 222.60
18-May-99 9.125 54.47761194 146.54 221.47
19-May-99 8.625 51.49253731 147.63 222.86
20-May-99 8.6875 51.86567164 145.62 218.87
21-May-99 8.8125 52.6119403 144.35 215.14
24-May-99 8.5625 51.11940299 140.54 208.64
25-May-99 7.75 46.26865672 136.37 203.45
26-May-99 7.75 46.26865672 139.03 208.44
27-May-99 7.625 45.52238806 138.57 207.02
28-May-99 8.375 50 141.51 211.33
1-Jun-99 8.125 48.50746269 138.16 206.63
2-Jun-99 7.75 46.26865672 139.33 208.08
3-Jun-99 7.875 47.01492537 137.66 207.37
4-Jun-99 7.75 46.26865672 141.96 214.06
7-Jun-99 7.25 43.28358209 144.58 218.31
8-Jun-99 7.5 44.7761194 141.74 215.05
9-Jun-99 7.5625 45.14925373 144.31 220.62
10-Jun-99 7.6875 45.89552239 142.32 215.42
11-Jun-99 8 47.76119403 140.21 212.81
14-Jun-99 7.9375 47.3880597 137.37 206.97
15-Jun-99 8.5 50.74626866 138.31 207.32
16-Jun-99 8.875 52.98507463 144.22 213.18
17-Jun-99 9.5 56.71641791 145.73 216.99
18-Jun-99 9.625 57.46268657 146.83 221.24
21-Jun-99 9.75 58.20895522 150.66 222.27
22-Jun-99 10 59.70149254 147.79 217.48
23-Jun-99 10.75 64.17910448 148.82 218.13
24-Jun-99 12.625 75.37313433 146.29 214.37
25-Jun-99 12.125 72.3880597 146.21 213.88
28-Jun-99 11.9375 71.26865672 149.06 218.56
29-Jun-99 12.25 73.13432836 151.34 217.38
30-Jun-99 12.125 72.3880597 153.86 212.23
1-Jul-99 12.25 73.13432836 155.01 214.63
2-Jul-99 12.75 76.11940299 157.00 216.62
6-Jul-99 13.875 82.8358209 156.76 216.44
7-Jul-99 14.25 85.07462687 157.12 215.47
8-Jul-99 14.125 84.32835821 158.77 220.08
9-Jul-99 13.6875 81.71641791 159.98 221.02
12-Jul-99 13.75 82.08955224 159.83 224.24
13-Jul-99 13.6875 81.71641791 159.13 223.85
14-Jul-99 14.75 88.05970149 161.42 223.59
15-Jul-99 15.25 91.04477612 162.64 225.09
16-Jul-99 14.625 87.31343284 164.07 227.53
19-Jul-99 14.375 85.82089552 162.12 226.21
20-Jul-99 14.4375 86.19402985 156.50 220.43
21-Jul-99 14.5 86.56716418 158.19 221.28
22-Jul-99 14.5 86.56716418 153.76 214.19
23-Jul-99 14.5 86.56716418 154.22 215.64
26-Jul-99 13.125 78.35820896 150.02 209.50
27-Jul-99 13 77.6119403 153.47 214.12
28-Jul-99 13.0625 77.98507463 154.99 214.76
29-Jul-99 13.3125 79.47761194 151.22 208.84
30-Jul-99 12.875 76.86567164 151.13 207.19
2-Aug-99 12.8125 76.49253731 150.28 205.10
3-Aug-99 12.8125 76.49253731 148.24 201.08
4-Aug-99 12.75 76.11940299 145.49 195.69
5-Aug-99 12.9375 77.23880597 146.97 197.75
6-Aug-99 13.375 79.85074627 145.94 195.61
9-Aug-99 13.25 79.10447761 144.28 190.25
10-Aug-99 13.125 78.35820896 142.63 185.13
11-Aug-99 13.125 78.35820896 146.92 191.36
12-Aug-99 13.125 78.35820896 146.03 191.06
13-Aug-99 13.125 78.35820896 151.09 199.10
16-Aug-99 13.125 78.35820896 151.52 200.67
17-Aug-99 13 77.6119403 153.00 205.91
18-Aug-99 13.25 79.10447761 152.23 202.71
19-Aug-99 13.375 79.85074627 150.15 199.22
20-Aug-99 13.625 81.34328358 151.69 199.02
23-Aug-99 13.875 82.8358209 155.77 203.65
24-Aug-99 13.4375 80.2238806 157.65 204.73
25-Aug-99 12.75 76.11940299 160.70 210.97
26-Aug-99 12.75 76.11940299 158.93 206.91
27-Aug-99 12.5 74.62686567 158.03 205.06
30-Aug-99 12.8125 76.49253731 155.38 201.07
31-Aug-99 12.75 76.11940299 156.91 202.16
1-Sep-99 12.75 76.11940299 157.56 201.55
2-Sep-99 12.875 76.86567164 156.61 199.18
3-Sep-99 13 77.6119403 162.85 207.34
7-Sep-99 13 77.6119403 162.51 206.73
8-Sep-99 12.9375 77.23880597 160.88 207.47
9-Sep-99 13 77.6119403 163.36 209.73
10-Sep-99 13 77.6119403 165.37 211.24
13-Sep-99 13 77.6119403 162.94 208.33
14-Sep-99 13.75 82.08955224 164.29 210.37
15-Sep-99 13.625 81.34328358 161.19 207.02
16-Sep-99 15 89.55223881 160.77 207.23
17-Sep-99 14.875 88.80597015 164.37 211.57
20-Sep-99 15 89.55223881 165.31 213.56
21-Sep-99 15.25 91.04477612 161.59 209.83
22-Sep-99 15.25 91.04477612 163.71 211.90
23-Sep-99 14.375 85.82089552 157.51 205.85
24-Sep-99 14.25 85.07462687 156.97 203.58
27-Sep-99 14.75 88.05970149 158.19 203.39
28-Sep-99 14 83.58208955 157.87 202.65
29-Sep-99 13.0625 77.98507463 156.39 200.68
30-Sep-99 13.75 82.08955224 157.30 202.41
1-Oct-99 12.4375 74.25373134 156.76 199.82
4-Oct-99 13.125 78.35820896 160.15 205.67
5-Oct-99 14 83.58208955 160.36 204.89
6-Oct-99 15.625 93.28358209 163.66 213.29
7-Oct-99 17.0625 101.8656716 163.86 218.63
8-Oct-99 17.5 104.4776119 165.34 224.24
11-Oct-99 17.625 105.2238806 167.02 229.01
12-Oct-99 16 95.52238806 164.53 224.00
13-Oct-99 15.25 91.04477612 160.45 216.52
14-Oct-99 15.875 94.7761194 160.77 217.32
15-Oct-99 16.125 96.26865672 156.48 210.82
18-Oct-99 16.125 96.26865672 154.03 207.02
19-Oct-99 16.25 97.01492537 153.98 209.25
20-Oct-99 16.75 100 159.70 216.33
21-Oct-99 16.5 98.50746269 160.49 218.15
22-Oct-99 16.5 98.50746269 161.33 221.73
25-Oct-99 16.5 98.50746269 161.29 222.35
26-Oct-99 16.625 99.25373134 161.04 221.64
27-Oct-99 16.375 97.76119403 160.52 223.39
28-Oct-99 16 95.52238806 164.69 234.53
29-Oct-99 16 95.52238806 169.91 240.23
1-Nov-99 16.5 98.50746269 169.98 238.33
2-Nov-99 16.375 97.76119403 170.78 237.05
3-Nov-99 16.125 96.26865672 173.47 242.43
4-Nov-99 16.3125 97.3880597 175.04 246.94
5-Nov-99 16.125 96.26865672 177.70 254.60
8-Nov-99 16.1875 96.64179104 180.08 257.04
9-Nov-99 15.9375 95.14925373 179.00 256.17
10-Nov-99 15.6875 93.65671642 180.77 258.96
11-Nov-99 15.5625 92.91044776 183.14 262.13
12-Nov-99 16 95.52238806 184.50 269.57
15-Nov-99 16.125 96.26865672 184.41 270.88
16-Nov-99 16.375 97.76119403 188.76 278.12
17-Nov-99 17.0625 101.8656716 187.27 273.87
18-Nov-99 20.75 123.880597 191.72 281.90
19-Nov-99 20 119.4029851 192.99 282.13
22-Nov-99 19.25 114.9253731 194.32 279.87
23-Nov-99 18.5 110.4477612 191.48 273.81
24-Nov-99 17.9375 107.0895522 195.92 281.88
26-Nov-99 17.125 102.238806 197.49 284.03
29-Nov-99 17.125 102.238806 195.97 277.76
30-Nov-99 20.125 120.1492537 191.09 265.94
1-Dec-99 19.75 117.9104478 192.10 263.70
2-Dec-99 19.875 118.6567164 197.77 271.43
3-Dec-99 19.625 117.1641791 201.66 277.48
6-Dec-99 19 113.4328358 203.11 277.59
7-Dec-99 18.75 111.9402985 205.45 281.68
8-Dec-99 19 113.4328358 205.41 282.12
9-Dec-99 19.375 115.6716418 205.87 282.73
10-Dec-99 19.125 114.1791045 207.36 285.77
13-Dec-99 19.75 117.9104478 209.54 290.96
14-Dec-99 19.625 117.1641791 204.58 286.47
16-Dec-99 22 131.3432836 212.79 291.78
17-Dec-99 21.75 129.8507463 214.97 294.29
20-Dec-99 19 113.4328358 216.74 295.50
21-Dec-99 19 113.4328358 224.03 305.43
22-Dec-99 19.25 114.9253731 225.52 305.98
23-Dec-99 19.125 114.1791045 227.36 312.00
27-Dec-99 18.4844 110.3546269 227.70 311.46
28-Dec-99 18.1562 108.3952239 227.52 313.20
29-Dec-99 20.375 121.641791 231.49 323.95
30-Dec-99 20.8125 124.2537313 231.23 320.91
31-Dec-99 21.375 127.6119403 233.08 328.95
3-Jan-00 21.375 127.6119403 236.63 331.56
4-Jan-00 27 161.1940299 223.48 312.05
5-Jan-00 24.5 146.2686567 222.10 308.38
6-Jan-00 24.125 144.0298507 213.49 293.94
7-Jan-00 23.125 138.0597015 222.39 305.58
10-Jan-00 22.5 134.3283582 231.96 321.79
11-Jan-00 27.75 165.6716418 224.60 305.23
12-Jan-00 25 149.2537313 220.52 306.31
13-Jan-00 26 155.2238806 226.66 320.76
14-Jan-00 24.25 144.7761194 232.80 321.49
18-Jan-00 24.375 145.5223881 236.61 326.24
19-Jan-00 24.75 147.761194 237.78 333.72
20-Jan-00 25.625 152.9850746 239.97 340.34
21-Jan-00 25.9375 154.8507463 242.60 344.41
24-Jan-00 25 149.2537313 234.62 333.19
25-Jan-00 25.375 151.4925373 238.70 336.72
26-Jan-00 25.25 150.7462687 233.12 324.74
27-Jan-00 25 149.2537313 231.38 321.76
28-Jan-00 23.0625 137.6865672 222.65 308.33
31-Jan-00 22.25 132.8358209 225.70 319.89
1-Feb-00 23.5 140.2985075 232.09 326.90
2-Feb-00 24.75 147.761194 233.35 329.51
3-Feb-00 24.125 144.0298507 241.20 336.33
4-Feb-00 23.5 140.2985075 243.10 338.89
7-Feb-00 23.5625 140.6716418 247.55 344.14
8-Feb-00 24 143.2835821 253.60 357.23
9-Feb-00 24.75 147.761194 249.92 349.46
10-Feb-00 23.375 139.5522388 256.93 357.50
11-Feb-00 23.375 139.5522388 251.77 351.87
14-Feb-00 23.875 142.5373134 253.09 350.69
15-Feb-00 24 143.2835821 253.22 349.14
16-Feb-00 23.75 141.7910448 253.61 348.45
17-Feb-00 24.6875 147.3880597 260.56 358.49
18-Feb-00 27.25 162.6865672 252.70 346.79
22-Feb-00 27 161.1940299 251.00 346.57
23-Feb-00 27 161.1940299 260.64 358.95
24-Feb-00 27 161.1940299 264.49 363.35
25-Feb-00 28.75 171.641791 262.94 361.45
28-Feb-00 29 173.1343284 262.21 363.05
29-Feb-00 26.5 158.2089552 269.02 369.67
1-Mar-00 24.8125 148.1343284 274.03 380.11
2-Mar-00 25.5625 152.6119403 272.33 379.53
3-Mar-00 26.625 158.9552239 281.51 387.68
6-Mar-00 27.625 164.9253731 280.94 387.30
7-Mar-00 29.875 178.358209 277.68 379.24
8-Mar-00 29 173.1343284 280.51 382.81
9-Mar-00 27.875 166.4179104 289.08 392.91
10-Mar-00 28 167.1641791 289.18 398.49
13-Mar-00 27.125 161.9402985 281.08 381.52
14-Mar-00 27 161.1940299 269.59 368.15
15-Mar-00 25.875 154.4776119 262.49 357.34
16-Mar-00 25.875 154.4776119 270.21 370.04
17-Mar-00 27.875 166.4179104 274.83 373.80
20-Mar-00 26 155.2238806 264.05 355.11
21-Mar-00 27.25 162.6865672 269.88 362.20
22-Mar-00 26.9375 160.8208955 278.65 372.27
23-Mar-00 26 155.2238806 282.99 376.37
24-Mar-00 25.75 153.7313433 284.28 378.24
27-Mar-00 25.25 150.7462687 284.02 378.10
28-Mar-00 23.25 138.8059701 276.88 371.08
29-Mar-00 21.75 129.8507463 266.04 360.05
30-Mar-00 21 125.3731343 255.34 346.37
31-Mar-00 21 125.3731343 261.93 357.01
3-Apr-00 23 137.3134328 241.93 332.12
4-Apr-00 20.25 120.8955224 237.64 321.37
5-Apr-00 20.25 120.8955224 238.81 320.02
6-Apr-00 19.9375 119.0298507 244.44 326.44
7-Apr-00 19.9375 119.0298507 254.69 341.50
10-Apr-00 21 125.3731343 239.89 319.46
11-Apr-00 20.5 122.3880597 232.32 306.09
12-Apr-00 20 119.4029851 215.92 281.29
13-Apr-00 17.5 104.4776119 210.60 277.24
14-Apr-00 13.875 82.8358209 190.24 249.82
17-Apr-00 12 71.64179104 202.72 265.24
18-Apr-00 15.875 94.7761194 217.29 279.18
19-Apr-00 17.1875 102.6119403 212.30 277.29
20-Apr-00 16.25 97.01492537 208.72 267.68
24-Apr-00 14.75 88.05970149 199.47 253.58
25-Apr-00 14.75 88.05970149 212.57 271.78
26-Apr-00 13.5 80.59701493 207.93 264.16
27-Apr-00 13.5 80.59701493 216.17 279.21
28-Apr-00 14.625 87.31343284 221.13 288.48
1-May-00 14.5 86.56716418 226.71 297.58
2-May-00 14 83.58208955 216.83 282.53
3-May-00 12.25 73.13432836 212.35 276.94
4-May-00 13.5625 80.97014925 213.09 279.67
5-May-00 13.875 82.8358209 218.62 283.86
8-May-00 13.6875 81.71641791 210.18 275.12
9-May-00 13.25 79.10447761 205.34 268.80
10-May-00 12.625 75.37313433 193.87 252.53
11-May-00 12.5625 75 200.45 259.78
12-May-00 12.625 75.37313433 202.14 259.31
15-May-00 11.8125 70.52238806 206.64 265.56
16-May-00 12 71.64179104 212.94 276.92
17-May-00 12.875 76.86567164 208.78 269.89
18-May-00 12.875 76.86567164 202.69 260.64
19-May-00 12.5 74.62686567 194.20 243.91
22-May-00 12.25 73.13432836 192.70 240.95
23-May-00 10.875 64.92537313 181.26 225.37
24-May-00 10.25 61.19402985 187.34 229.86
25-May-00 10.4375 62.31343284 183.60 228.84
26-May-00 11.5 68.65671642 183.58 226.51
30-May-00 11.5 68.65671642 198.15 248.52
31-May-00 11.4375 68.28358209 194.80 244.52
1-Jun-00 11.125 66.41791045 205.20 257.03
2-Jun-00 11.4375 68.28358209 218.43 278.04
5-Jun-00 11.875 70.89552239 218.91 277.61
6-Jun-00 12 71.64179104 215.16 272.72
7-Jun-00 11.75 70.14925373 219.91 277.93
8-Jun-00 10.625 63.43283582 219.12 276.29
9-Jun-00 11.25 67.1641791 221.95 280.86
12-Jun-00 10.75 64.17910448 215.82 277.94
13-Jun-00 10.75 64.17910448 220.58 283.14
14-Jun-00 11.5 68.65671642 217.51 276.76
15-Jun-00 10.875 64.92537313 220.28 280.29
16-Jun-00 11.25 67.1641791 221.13 280.94
19-Jun-00 11 65.67164179 228.53 288.67
20-Jun-00 10.75 64.17910448 229.88 286.34
21-Jun-00 11.625 69.40298507 232.78 288.65
22-Jun-00 10.75 64.17910448 225.50 280.14
23-Jun-00 11.0625 66.04477612 220.26 272.48
26-Jun-00 11.125 66.41791045 224.08 277.12
27-Jun-00 10.75 64.17910448 221.04 273.89
28-Jun-00 12.9375 77.23880597 225.70 281.46
29-Jun-00 11.8125 70.52238806 222.08 273.72
30-Jun-00 10.6875 63.80597015 227.17 282.07
3-Jul-00 10.375 61.94029851 228.65 284.01
5-Jul-00 9.6875 57.8358209 221.27 275.25
6-Jul-00 9.125 54.47761194 226.86 281.87
7-Jul-00 10.5 62.68656716 230.44 284.38
10-Jul-00 10.375 61.94029851 227.99 278.26
11-Jul-00 10.4375 62.31343284 226.62 277.11
12-Jul-00 10.8125 64.55223881 234.82 288.90
13-Jul-00 10.875 64.92537313 239.13 296.84
14-Jul-00 10.5 62.68656716 243.22 303.19
17-Jul-00 10.625 63.43283582 244.85 302.39
18-Jul-00 11.375 67.91044776 239.26 294.03
19-Jul-00 10.8125 64.55223881 232.30 286.15
20-Jul-00 11 65.67164179 239.69 299.31
21-Jul-00 12 71.64179104 234.52 293.09
24-Jul-00 11.1875 66.79104478 228.06 283.13
25-Jul-00 11.4375 68.28358209 230.81 290.52
26-Jul-00 11 65.67164179 228.41 288.57
27-Jul-00 11 65.67164179 220.08 268.73
28-Jul-00 10.375 61.94029851 209.81 251.80
31-Jul-00 10.125 60.44776119 215.77 259.61
1-Aug-00 10.0938 60.26149254 211.10 253.50
2-Aug-00 10.0625 60.07462687 209.55 250.33
3-Aug-00 10 59.70149254 215.36 258.20
4-Aug-00 10.125 60.44776119 216.94 259.60
7-Aug-00 9.9062 59.14149254 221.27 264.05
8-Aug-00 10.0625 60.07462687 220.44 258.31
9-Aug-00 11.75 70.14925373 220.72 257.79
10-Aug-00 10.625 63.43283582 215.37 252.30
11-Aug-00 10.375 61.94029851 217.06 252.55
14-Aug-00 10.375 61.94029851 220.51 257.38
15-Aug-00 10.125 60.44776119 220.62 256.83
16-Aug-00 9.875 58.95522388 221.16 256.39
17-Aug-00 9.625 57.46268657 225.73 263.45
18-Aug-00 10.75 64.17910448 225.12 262.32
21-Aug-00 10.875 64.92537313 226.43 261.36
22-Aug-00 10.5625 63.05970149 226.72 259.88
23-Aug-00 10.6875 63.80597015 229.75 260.26
24-Aug-00 10.8125 64.55223881 232.17 261.67
25-Aug-00 10.9375 65.29850746 231.56 262.38
28-Aug-00 11.0625 66.04477612 233.16 264.66
29-Aug-00 10.875 64.92537313 233.82 262.25
30-Aug-00 12.0625 72.01492537 235.06 262.83
31-Aug-00 12.375 73.88059701 240.93 269.38
1-Sep-00 11.6875 69.7761194 242.54 274.73
5-Sep-00 10.75 64.17910448 237.32 267.14
6-Sep-00 10.75 64.17910448 229.88 259.85
7-Sep-00 10.75 64.17910448 234.75 262.03
8-Sep-00 10.4375 62.31343284 227.88 252.59
11-Sep-00 10.375 61.94029851 223.18 246.33
12-Sep-00 10.625 63.43283582 220.49 242.87
13-Sep-00 10.25 61.19402985 223.04 247.87
14-Sep-00 10.1875 60.82089552 224.18 248.52
15-Sep-00 9.5 56.71641791 219.68 242.64
18-Sep-00 8.75 52.23880597 213.45 234.41
19-Sep-00 9.125 54.47761194 221.42 243.27
20-Sep-00 9.0625 54.10447761 223.24 237.19
21-Sep-00 9 53.73134328 219.31 233.06
22-Sep-00 8.625 51.49253731 217.87 236.38
25-Sep-00 8.1875 48.88059701 214.29 235.45
26-Sep-00 7.25 43.28358209 211.31 231.52
27-Sep-00 6 35.82089552 209.43 228.14
28-Sep-00 6 35.82089552 216.42 237.05
29-Sep-00 5.9375 35.44776119 210.37 236.47
2-Oct-00 5.625 33.58208955 204.42 230.75
3-Oct-00 6 35.82089552 197.95 225.18
4-Oct-00 6 35.82089552 201.80 230.45
5-Oct-00 5.75 34.32835821 198.88 226.91
6-Oct-00 6.125 36.56716418 192.51 216.16
9-Oct-00 6.125 36.56716418 192.20 218.24
10-Oct-00 6 35.82089552 185.61 212.90
11-Oct-00 5.75 34.32835821 181.49 203.49
12-Oct-00 5.25 31.34328358 176.11 194.19
13-Oct-00 5.375 32.08955224 189.98 210.54
16-Oct-00 5.5 32.8358209 188.46 208.84
17-Oct-00 5.125 30.59701493 184.09 201.24
18-Oct-00 5.375 32.08955224 181.66 193.02
19-Oct-00 5.5 32.8358209 195.81 208.17
20-Oct-00 5.875 35.07462687 199.51 212.59
23-Oct-00 5.5 32.8358209 198.68 212.32
24-Oct-00 5.75 34.32835821 195.88 211.00
25-Oct-00 5 29.85074627 184.99 192.00
26-Oct-00 4.75 28.35820896 187.43 190.35
27-Oct-00 4.9375 29.47761194 187.78 195.49
30-Oct-00 4 23.88059701 182.80 190.88
31-Oct-00 4.5 26.86567164 193.01 202.19
1-Nov-00 4 23.88059701 190.93 196.73
2-Nov-00 4 23.88059701 196.41 199.40
3-Nov-00 4.0625 24.25373134 197.70 201.20
6-Nov-00 3.5 20.89552239 195.68 196.40
7-Nov-00 4 23.88059701 195.65 196.87
8-Nov-00 4.0625 24.25373134 185.11 187.96
9-Nov-00 3.9375 23.50746269 183.31 186.45
10-Nov-00 3.9375 23.50746269 173.50 177.88
13-Nov-00 4 23.88059701 169.93 177.32
14-Nov-00 4.25 25.37313433 179.76 188.25
15-Nov-00 3.9375 23.50746269 181.32 189.22
16-Nov-00 3.875 23.13432836 173.66 181.67
17-Nov-00 3.6875 22.01492537 173.39 179.98
20-Nov-00 3.625 21.64179104 164.71 171.19
21-Nov-00 3.6875 22.01492537 164.47 170.21
22-Nov-00 3.4688 20.70925373 157.82 160.96
24-Nov-00 3.6875 22.01492537 166.36 170.52
27-Nov-00 3.6875 22.01492537 164.99 168.73
28-Nov-00 3.5625 21.26865672 156.66 159.13
29-Nov-00 3.375 20.14925373 155.05 155.89
30-Nov-00 3.375 20.14925373 148.81 150.11
1-Dec-00 3.3125 19.7761194 151.52 156.93
4-Dec-00 2.8125 16.79104478 149.83 157.53
5-Dec-00 2.875 17.1641791 165.52 173.12
6-Dec-00 2.9375 17.53731343 160.18 170.80
7-Dec-00 3 17.91044776 157.67 169.17
8-Dec-00 2.875 17.1641791 167.11 179.65
11-Dec-00 2.9375 17.53731343 172.70 184.65
12-Dec-00 3.125 18.65671642 167.93 179.47
13-Dec-00 4.5625 27.23880597 161.68 178.33
14-Dec-00 4.25 25.37313433 156.29 170.77
15-Dec-00 4.3125 25.74626866 151.98 166.87
18-Dec-00 4.125 24.62686567 150.33 164.77
19-Dec-00 4 23.88059701 143.87 154.33
20-Dec-00 3.75 22.3880597 133.62 142.03
21-Dec-00 4.125 24.62686567 134.04 138.16
22-Dec-00 3.9688 23.69432836 144.17 148.35
26-Dec-00 3.8906 23.22746269 142.83 147.08
27-Dec-00 3.5312 21.08179104 145.45 152.43
28-Dec-00 3.5 20.89552239 146.51 153.39
29-Dec-00 3.875 23.13432836 141.51 150.14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have an agreement with Companhia Santomensed De Telecommunicacoes, an
affiliate of Blue Carol Enterprises Ltd., which currently holds 6.7% of the
outstanding shares of our common stock, for the purchase and sale of long
distance services. Revenues generated from this agreement amounted to
approximately $1,900,000, $1,900,000 and $825,000, or 2%, 1% and 0.3% of our
total revenues for the years ended December 31, 1997, 1998 and 1999,
respectively. Services provided amounted to approximately $680,000, $366,000 and
$409,000 of our costs of services for the years ended December 31, 1997, 1998
and 1999, respectively. We also have a lease agreement with an affiliate of Blue
Carol, Companhia Portuguesa Radio Marconi, S.A. dated June 15, 1996, for rights
to use undersea fiber optic cable at a cost of $38,330 semi-annually for five
years on a resale basis.
During the second quarter of 1998, loans to certain employees, including
executive officers, were made on substantially the same terms, including
interest rates. An aggregate of $1,488,238 was advanced to the employees,
including $400,000 to Mr. Mukunda, and $550,000 to Mr. Maniyar. The loan to
Mr. Mukunda was made in connection with the payment of taxes and other
obligations. Mr. Maniyar's loan was granted in connection with his exercise of
outstanding options to purchase common stock and the payment of taxes related
thereto. Both loans bear interest at a rate of 7.87% per year. Mr. Maniyar's
loan, including accrued interest, has been repaid. Principal and interest on
Mr. Mukunda's loan were originally due on December 31, 2000. Effective
October 25, 2000, the amount of the loan was increased to $961,000. As of
December 31, 2000, the Company established a valuation reserve against 100% of
the loan outstanding.
One of our directors, Richard Prins, is a Senior Vice President of Ferris,
Baker Watts, Incorporated. We engaged Ferris, Baker Watts in the second quarter
of 2000 in connection with the original Allied transaction.
13
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of our common stock, to
file reports of ownership and changes in their ownership of our common stock
with the Securities and Exchange Commission. Such insiders are required by SEC
regulations to furnish us with copies of all Section 16(a) reports that they
file.
Based solely on its review of the copies of such reports received by the
Company, or written representations from such reporting persons that no Form 5s
were required for those persons, the Company believes that its directors and
executive officers complied with all applicable Section 16(a) filing
requirements for fiscal 1999, except that Messrs. Venn and Wolaver filed their
respective initial statements of beneficial ownership of securities on Form 3
approximately three months late, Mr. Mukunda failed to report an option award in
each of 1998 and 1999, Mr. Prins failed to report an option award in 1998,
Mr. Dossani failed to report an option award in each of 1998 and 1999, and
Mr. Maniyar failed to report an option award in each of 1998 and 1999.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be presented for
action at the Annual Meeting or any adjournment thereof. If any other matters
come before the Annual Meeting, however, it is intended that shares of common
stock represented by proxy will be voted in accordance with the judgment of the
persons named on the enclosed proxy card.
STOCKHOLDER PROPOSALS
Any stockholder who, in accordance with and subject to the provisions and
rules of the Securities and Exchange Commission and applicable laws of the State
of Delaware, wishes to submit a proposal for inclusion in Company's proxy
statement for its 2002 Annual Meeting of Stockholders, must deliver such
proposal, in writing, to the principal executive offices of Company, 1151 Seven
Locks Road, Potomac, Maryland 20854-2905, Attention: Jeffrey L. Poersch,
Assistant Secretary, on or prior to January 31, 2002. Any stockholder who wishes
to submit a proposal to be presented to the Company's 2002 Annual Meeting of
Stockholders, but which will not be included in the Company's Proxy Statement,
must be delivered, in writing, on or prior to the anniversary date of the 2000
Annual Meeting of Stockholders or such date as otherwise provided in the
Company's Bylaws. Management may exercise discretionary voting authority as to
such proposal unless it is delivered, in writing, on or prior to April 15, 2002.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO) AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS
MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO JEFFREY L.
POERSCH, ASSISTANT SECRETARY, AT 1151 SEVEN LOCKS ROAD, POTOMAC, MARYLAND
20854-2905.
14
PROXY
STARTEC GLOBAL COMMUNICATIONS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS 8/1/01
The undersigned hereby appoints RAM MUKUNDA and PRABHAV V. MANIYAR, or
either of them acting in the absence of the other, with full power of
substitution, the proxy or proxies of the undersigned to attend the Annual
Meeting of Stockholders of Startec Global Communications Corporation, to be held
on August 1, 2001, and at any adjournments thereof, to vote the shares of Common
Stock that the signer would be entitled to vote if personally present as
indicated below and on the reverse side hereof and on any other matters brought
before the meeting, all as set forth in the Proxy Statement of Startec Global
Communications Corporation dated July 6, 2001, receipt of which is hereby
acknowledged.
Please date, sign and return promptly.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF STARTEC GLOBAL
COMMUNICATIONS CORPORATION.
1. ELECTION OF DIRECTORS: Nominee: Richard Prins
/ / FOR RICHARD PRINS / / WITHHOLD AUTHORITY FOR RICHARD PRINS
Nominee: Nazir Dossani
/ / FOR NAZIR DOSSANI / / WITHHOLD AUTHORITY FOR NAZIR DOSSANI
--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR the nominees.
(Continued and to be signed on other side).
2. APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION, TO INCREASE
AUTHORIZED SHARES OF COMMON STOCK
/ / FOR PROPOSAL II / / AGAINST PROPOSAL II / / ABSTAIN FROM VOTING ON
PROPOSAL II
--------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR Proposal II.
Your signature(s) on this form of proxy should be exactly as your name and/or
names appear on this proxy. If the stock is held jointly, each holder should
sign. If signing is by an attorney, executor, administrator, trustee or
guardian, please give full title.
Dated ______________________, 2001
__________________________________
Signature
__________________________________
Signature
THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AS DIRECTED BY
THE STOCKHOLDER. IF NO DIRECTION
IS GIVEN WHEN THE FULLY EXECUTED
PROXY IS RETURNED, SUCH SHARES
WILL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATION OF THE BOARD OF
DIRECTORS FOR THE NOMINEES AND FOR
PROPOSAL II.