SEC Info - Global Technologies Ltd - ‘DEFM14A’ on 8/17/99

SEC Info℠

Home

Help

Please Sign In

Global Technologies Ltd – ‘DEFM14A’ on 8/17/99

On: Tuesday, 8/17/99 · Accession #: 950115-99-1133 · File #: 0-25668

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/17/99  Global Technologies Ltd           DEFM14A                1:60K                                    Global Fin’l Press/FA

Definitive Proxy Solicitation Material — Merger or Acquisition — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Statement                            20     91K 

DEFM14A 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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:                                                      

[ ] Preliminary Proxy Statement                                                 
[ ] Confidential, for Use of the Commission only (as permitted by               
Rule 14a-6(e)(2))                                                       
[X] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule l4a-12               

 INTERACTIVE FLIGHT TECHNOLOGIES, INC.
--------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

[ ] 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:     

(2) Aggregate number of securities to which transaction applies:        

(3) Per unit price or other underlying value of transaction computed    
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):      

(4) Proposed maximum aggregate value of transaction:                    

(5) Total fee paid:                                                     

[X] Fee paid previously with preliminary materials.                             

[ ] Check box if any part of the fee is offset as provided by Exchange Act      
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement 
number, or the Form or Schedule and the date of its filing.             

(1) Amount Previously Paid:                                             

(2) Form, Schedule or Registration Statement No.:                       

(3) Filing Party:                                                       

(4) Date Filed:                                                         

DEFM14A 2nd Page of 20 TOC 1st Previous Next ↓Bottom Just 2nd
 INTERACTIVE FLIGHT TECHNOLOGIES, INC.
222 N. 44th STREET
PHOENIX, ARIZONA 85034

                                                                 August 23, 1999

Dear Fellow Stockholder:                                                        

    You are cordially invited to attend the Special Meeting of Stockholders of
Interactive Flight Technologies, Inc. (the "Company") to be held at The Penn    
Club of New York, located at 30 West 44th Street, New York, NY, on Thursday,    
September 30, 1999 at 10:30 a.m., local time.                                   

At the Special Meeting, you will be asked to consider and approve the 
Company's reincorporation by means of a merger of the Company with and into     
Global Technologies, Ltd., a Delaware corporation, for purposes of (a) changing 
the Company's name and (b) electing not to be governed by Section 203 of the    
General Corporation Law of Delaware, thereby permitting the Company to engage in
business combinations with Irwin L. Gross and his affiliates and associates     
without requiring the affirmative vote of at least 66-2/3% of the outstanding   
voting stock which is not owned by Mr. Gross or his affiliates and associates.  

    The enclosed Proxy Statement contains important information concerning the
proposal to be considered at the Special Meeting. We hope you will take the time
to study it carefully. Your vote is very important, regardless of how many      
shares you own. Even if you currently plan to attend the Special Meeting in     
person, please complete, sign, date and return the enclosed proxy card promptly 
in the accompanying self-addressed postage prepaid envelope. If you do join us  
at the Special Meeting and wish to vote in person, you may revoke your proxy at 
that time.                                                                      

          Sincerely,

                /s/ JAMES W. FOX
                         -------------------------
                       James W. Fox, President

 YOUR VOTE IS IMPORTANT.
TO VOTE YOUR SHARES, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY CARD, AND RETURN IT IN THE ENVELOPE PROVIDED, WHETHER OR
NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING.

DEFM14A 3rd Page of 20 TOC 1st Previous Next ↓Bottom Just 3rd
 INTERACTIVE FLIGHT TECHNOLOGIES, INC.
222 N. 44th STREET
PHOENIX, ARIZONA 85034
--------------------------------------------------------

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
 TO BE HELD SEPTEMBER 30, 1999
--------------------------------------------------------

TO THE STOCKHOLDERS OF INTERACTIVE FLIGHT TECHNOLOGIES, INC.:                   

     NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Special
Meeting") of Interactive Flight Technologies, Inc., a Delaware corporation (the 
"Company"), will be held at The Penn Club of New York, located at 30 West 44th  
Street, New York, NY, on Thursday, September 30, 1999, at 10:30 a.m., local     
time, for the following purposes, all as more fully described in the attached   
Proxy Statement:                                                                

 1. To approve the Company's reincorporation by means of a merger of the
Company with and into Global Technologies, Ltd., a Delaware corporation, for    
purposes of (a) changing the Company's name and (b) electing not to be governed 
by Section 203 of the General Corporation Law of Delaware, thereby permitting   
the Company to engage in business combinations with Irwin L. Gross and his      
affiliates and associates without requiring the affirmative vote of at least    
66-2/3% of the outstanding voting stock which is not owned by Mr. Gross or his  
affiliates and associates (the "Reincorporation Proposal").                     

    2. To transact such other business as may properly come before the Special
Meeting and any and all postponements or adjournments thereof.                  

   The Board of Directors has fixed the close of business on August 17, 1999
as the record date for the determination of stockholders entitled to notice of, 
and to vote at, the Special Meeting or any postponement or adjournment thereof. 

    YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. SHARES
CAN BE VOTED AT THE SPECIAL MEETING ONLY IF THE HOLDER IS PRESENT IN PERSON OR  
IS REPRESENTED BY PROXY. ACCORDINGLY, THE COMPANY EARNESTLY REQUESTS THAT YOU   
DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED ENVELOPE   
PROVIDED FOR THAT PURPOSE (TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE 
UNITED STATES) WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN       
PERSON. THE PROXY IS REVOCABLE BY YOU AT ANY TIME PRIOR TO ITS EXERCISE AND WILL
NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE SPECIAL     
MEETING. THE PROMPT RETURN OF THE PROXY WILL BE OF ASSISTANCE IN PREPARING FOR  
THE SPECIAL MEETING AND YOUR COOPERATION IN THIS RESPECT IS GREATLY APPRECIATED.

                                        By Order of the Board of Directors

August 23, 1999                            /s/  DAVID N. SHEVRIN                
                                         -----------------------------------
                                 David N. Shevrin, Secretary

DEFM14A 4th Page of 20 TOC 1st Previous Next ↓Bottom Just 4th
 INTERACTIVE FLIGHT TECHNOLOGIES, INC.
222 N. 44th STREET
PHOENIX, ARIZONA 85034
--------------------------------------------------------------
 PROXY STATEMENT
 FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 30, 1999
------------------------------------------------------------

This Proxy Statement and the accompanying proxy are being furnished to
stockholders of Interactive Flight Technologies, Inc., a Delaware corporation   
(the "Company") in connection with the solicitation of proxies by the Board of  
Directors of the Company (the "Board") for use in voting at the Special Meeting 
of Stockholders to be held at The Penn Club of New York, located at 30 West 44th
Street, New York, NY, on Thursday, September 30, 1999, at 10:30 a.m., local     
time, and at any and all postponements or adjournments thereof (the "Special    
Meeting"). This Proxy Statement and the accompanying proxy are first being      
mailed or delivered to stockholders of the Company on or about August 23, 1999. 

 At the Special Meeting, stockholders will be asked to consider and vote
upon the following proposals:                                                   

         1. To approve the Company's reincorporation by means of a merger (the
"Merger") of the Company with and into Global Technologies, Ltd., a   
  Delaware corporation ("GTL"), for purposes of (a) changing the Company's
name and (b) electing not to be governed by Section 203 of the General
Corporation Law of Delaware ("Delaware Law"), thereby permitting the  
Company to engage in business combinations with Irwin L. Gross and his
affiliates and associates without requiring the affirmative vote of at
 least 66-2/3% of the outstanding voting stock which is not owned by Mr.
 Gross or his affiliates or associates (the "Reincorporation Proposal").

      2. To transact such other business as may properly come before the
Special Meeting and any and all postponements or adjournments thereof.

   The enclosed proxy provides that each stockholder may specify that his or
her shares be voted "For" or "Against", or "Abstain" from voting with respect   
to, the Reincorporation Proposal. If the enclosed proxy is properly executed,   
duly returned to the Company in time for the Special Meeting and not revoked,   
the shares represented by the proxy will be voted in accordance with the        
instructions contained thereon. Where a signed proxy is returned, but no        
specific instructions are indicated, the shares represented by the proxy will be
voted FOR the Reincorporation Proposal. Proxies marked as abstaining will be    
treated as present for purposes of determining a quorum for the Special Meeting,
but will not be counted as voting in respect of any matter as to which          
abstinence is indicated.                                                        

   Any stockholder who executes and returns a proxy may revoke it in writing
at any time before it is voted at the Special Meeting by: (i) filing with the   
Secretary of the Company, at the above address, (A) written notice of such      
revocation bearing a later date than the proxy bears or (B) a subsequent proxy  
relating to the same shares; or (ii) attending the Special Meeting and voting in
person (although attendance at the Special Meeting will not in and of itself    
constitute revocation of a proxy).                                              

DEFM14A 5th Page of 20 TOC 1st Previous Next ↓Bottom Just 5th
 VOTING RIGHTS AND VOTING SECURITIES

    The Board has fixed the close of business on August 17, 1999 as the record
date for the determination of stockholders entitled to notice of, and to vote   
at, the Special Meeting (the "Record Date"). Only stockholders of record at the 
close of business on the Record Date will be entitled to vote at the Special    
Meeting and at any and all postponements or adjournments thereof. On the Record 
Date, the Company had 5,744,699 shares of Class A Common Stock, par value $0.01 
per share (the "Class A Common Stock" or the "Common Stock") and 3,000 shares of
Series A Preferred Stock, Stated Value $1,000 per share issued and outstanding. 
Each holder of Class A Common Stock will be entitled to one vote per share, and 
each holder of Series A Preferred Stock will be entitled to approximately 333   
votes per share, either in person or by proxy, on each matter presented to the  
stockholders of the Company at the Special Meeting.                             

    The holders of a majority of the voting power of the outstanding shares of
Common Stock entitled to vote at the Special Meeting constitute a quorum at the 
Special Meeting. The affirmative vote of the holders of at least 66-2/3% of the 
votes entitled to be cast at the Special Meeting (whether or not represented in 
person or by proxy at the Special Meeting), excluding shares owned by Mr. Gross 
or his affiliates or associates, is required to approve the Reincorporation     
Proposal.                                                                       

THE REINCORPORATION PROPOSAL

    Stockholders of the Company are being asked to approve the Reincorporation
Proposal so that the Company will not be governed by Section 203 of Delaware Law
("Section 203"). Pursuant to an Agreement and Plan of Merger dated as of August 
16, 1999 between the Company and GTL (the "Merger Agreement"), the Company will 
be merged with and into GTL (the "Merger"). Pursuant to the Merger Agreement,   
stockholders will exchange their shares of the Company for an equal number and  
class of shares of GTL.                                                         

  GTL is currently a non-operating, wholly-owned subsidiary of the Company
formed for the purpose of completing the Merger. Upon the completion of the     
Merger, GTL will own all assets currently owned by the Company, will be subject 
to all of the liabilities of the Company, and will conduct all of the business  
operations currently conducted by the Company. Management does not anticipate   
that any material change in the business, management, operations or financial   
statements of the Company will result from the Merger. All of the Company's     
contracts and other assets will vest in GTL. The officers and directors of the  
Company immediately prior to the Merger will be the officers and directors of   
GTL, respectively, immediately after the Merger. The complete mailing address   
and telephone number of the Company, which is 222 N. 44th Street, Phoenix, AZ   
85034, 602-629-6202, will be the mailing address and telephone number of GTL    
after the Merger.                                                               

   The Certificate of Incorporation of GTL is substantively identical to the
Amended and Restated Certificate of Incorporation of the Company, except that   
the Certificate of Incorporation of GTL contains a provision electing not to be 
governed by Section 203 and except for the name of the corporation. All benefit 
plans of the Company will be adopted by GTL. The Merger will become effective   
upon the filing of a Certificate of Merger with the Secretary of State of       

2 

DEFM14A 6th Page of 20 TOC 1st Previous Next ↓Bottom Just 6th
Delaware. Except as discussed below, the Merger will have no effect on the      
rights of the stockholders of the Company.                                      

    The following discussion summarizes certain aspects of the Reincorporation
Proposal. This summary is qualified in its entirety by the Merger Agreement     
attached as Appendix A to this Proxy Statement.                                 

Background of the Merger; Section 203                                           

On August 25, 1998, Ocean Castle Partners, LLC ("Ocean Partners"), a  
company controlled by Mr. Gross, filed preliminary consent solicitation         
materials with the Securities and Exchange Commission requesting other          
stockholders to join with Ocean Partners to remove the Company's existing Board 
of Directors and to select a slate of directors proposed by Ocean Partners. At  
that time, Ocean Partners was a 33.9% beneficial owner of the voting power of   
the Company pursuant to a Proxy Agreement entered into on August 13, 1998       
between Ocean Partners and three stockholders of the Company (the "Proxy        
Agreement"). On September 2, 1998, Ocean Partners filed preliminary consent     
solicitation/proxy material with the Securities and Exchange Commission to elect
its slate of directors and to support and oppose certain proposals set forth by 
the Company. On September 15, 1998, the former Board of Directors resigned and  
elected the current directors (who were the Ocean Partners nominees) as the     
Board of the Company. In connection with such resignations, the new Board has   
undertaken the following: (i) to have at least one independent director, (ii) to
require the Board's unanimous approval of certain transactions, including those 
relating to the acquisition, merger or consolidation or sales of assets of the  
Company to any person or entity, or any issuance of stock which represents more 
than 20% of the outstanding stock of the Company, and (iii) to require the      
Company to obtain an outside fairness opinion if it undertakes any transaction  
which involves consideration in excess of $6.25 million. At the Annual Meeting  
of Stockholders on October 30, 1998, the current Board was elected to staggered 
terms.                                                                          

   Section 203, the complete text of which is attached as Appendix B to this
Proxy Statement, defines "interested stockholder" as any person that (a) owns,  
or has the right to acquire, 15% or more of a corporation's outstanding voting  
stock or (b) is an affiliate or associate of such corporation and was the owner 
of 15% or more of the outstanding voting stock of the corporation at any time   
within the three-year period immediately prior to the date on which the         
determination of whether a person is an "interested stockholder" is made; and   
the affiliates and associates of such person. Because Mr. Gross is a director   
and the Chief Executive Officer of the Company, he is an affiliate of the       
Company; and because he controls Ocean Partners, he "owned" (indirectly, but    
within the meaning of Section 203) more than 15% of the outstanding voting stock
of the Company within the past three years. Accordingly, Mr. Gross and his      
affiliates (including, in particular, Ocean Partners) and associates are        
"interested stockholders." Subject to certain exceptions, Section 203 prohibits 
business combinations between corporations and interested stockholders for a    
three-year period following the date of the transaction in which such           
stockholder becomes an "interested stockholder," unless the Board of Directors  
gives prior approval to such transaction or unless the business combination is  
approved by the Board of Directors and by holders of at least 66-2/3% of the    
outstanding voting stock of the corporation not owned by the interested         
stockholder. The Proxy Agreement was not approved in advance by the then Board  
of Directors. Accordingly, pursuant to Section 203, Mr. Gross and his affiliates
and associates are prohibited, for a three-year period ending on August 13,     
2001, from engaging                                                             

3 

DEFM14A 7th Page of 20 TOC 1st Previous Next ↓Bottom Just 7th
in any "business combination" with the Company, unless such business combination
is approved by the affirmative vote of the holders of at least 66-2/3% of the   
outstanding voting stock of the Company not owned by Mr. Gross or his affiliates
or associates. Section 203 broadly defines business combinations to include     
certain mergers of the Company (including the Merger); certain transfers of     
assets to the interested stockholder by the Company; certain issuances or       
transfers by the Company or any subsidiary of the Company to an interested      
stockholder of shares of stock of the Company or of any such subsidiary; certain
other transactions resulting in an increase in the proportionate share of stock 
of the Company owned by the interested stockholder; and the receipt by an       
interested stockholder of certain financial benefits provided by or through the 
Company or a direct or indirect majority-owned subsidiary of the Company.       

    The Reincorporation Proposal is submitted in this Proxy Statement for such
approval by the Company's stockholders. Although Section 203 is intended to     
provide anti-takeover protection for Delaware corporations by imposing          
supermajority disinterested stockholder voting requirements for certain         
self-dealing transactions with large stockholders, the Board believes that      
potential transactions between Mr. Gross or his affiliates or associates on the 
one hand and the Company on the other hand could be beneficial to both the      
Company and its stockholders (other than Mr. Gross or its affiliates or         
associates) and that the need to meet the supermajority disinterested           
stockholder approval requirements under Section 203 for each such transaction   
makes it more difficult to pursue potentially attractive business opportunities 
and more time consuming and expensive to effect them. In that connection, the   
Board notes that Delaware Law will continue to require that directors satisfy   
their fiduciary duties to all of the stockholders of the Company when           
considering transactions with interested stockholders. Moreover, the Board has a
policy that calls for approval of certain transactions between the Company and  
others by at least one independent director.                                    

  The Reincorporation Proposal provides for the merger of the Company with
and into GTL. GTL's Certificate of Incorporation contains a provision           
specifically electing not to be governed by Section 203. Accordingly, if the    
Reincorporation Proposal is approved, GTL, as successor to the Company, will be 
able to enter into business combinations with Mr. Gross or his affiliates or    
associates without obtaining the stockholder approval required by Section 203.  
Except for eliminating the requirement that certain transactions be subject to  
the supermajority stockholder vote requirement imposed by Section 203 and       
changing the name of the Company, the Merger will have no effect on the rights  
of stockholders to vote generally under other provisions of Delaware Law or the 
requirement that the Company obtain approval of stockholders pursuant to the    
rules of NASDAQ.                                                                

Reasons for the Reincorporation Proposal; Recommendation of the Board           

  The entire Board of Directors (with Mr. Gross abstaining) determined the
Reincorporation Proposal to be in the best interests of the Company and its     
stockholders (without regard to Mr. Gross or any of his affiliates or associates
owning shares). This determination was based on the following considerations:   

(i) Given the Company's current development objectives and business   
strategy, the Board believes that any anti-takeover benefits that might arise   
under Section 203 are outweighed by the Company's need for the support of Mr.   
Gross and Ocean Partners and their experience in developing and implementing    
business strategies.                                                            

4 

DEFM14A 8th Page of 20 TOC 1st Previous Next ↓Bottom Just 8th
   (ii) The Board desires the flexibility of being able to align Mr. Gross's
economic interests more completely with those of the Company's other            
stockholders which the Board is currently precluded from doing by the broad     
definitions contained in Section 203.                                           

(iii) The Board views it as undesirable repeatedly to seek stockholder
approval under Section 203, particularly where the Company is a party to        
continuing arrangements with Ocean Partners and Mr. Gross with respect to the   
possible business opportunities to which Mr. Gross may be privy.                

(iv) Even after Section 203 no longer applies to the Company, certain 
transactions involving the Company will continue to require the approval of at  
least one independent director.                                                 

    (v) The supermajority disinterested voting requirement of Section 203 will
expire automatically with respect to transactions with Mr. Gross and Ocean      
Partners in August, 2001, and because of the onerous burdens of complying with  
Section 203, the Board concluded that early termination of these requirements   
with respect to Mr. Gross and Ocean Partners would be beneficial.               

 (vi) In evaluating whether to eliminate Section 203 with respect to Mr.
Gross and Ocean Partners only or with respect to any other stockholder that     
might become an interested stockholder in the future as well, the Board         
considered it beneficial to eliminate this potential hurdle in connection with a
change of control transaction involving the Company. The Board believes it has  
or could implement adequate means to assure that stockholders are treated fairly
in such a transaction.                                                          

Effect of the Reincorporation Proposal on the Rights of the Company's           
Stockholders                                                                    

    The Certificate of Incorporation of GTL will be substantively identical to
the Amended and Restated Certificate of Incorporation of the Company, except    
that the Certificate of Incorporation contains a provision electing not to be   
governed by Section 203 (and other than the name of the corporation). As a      
result, stockholders of the Company will not have the right to a vote in        
connection with transactions between Mr. Gross or any of his affiliates         
(including Ocean Partners) or associates, on the one hand and GTL on the other  
hand, unless the requirement of stockholder approval is imposed by another      
provision of Delaware Law or the rules of NASDAQ or any exchange on which the   
Company's shares are then listed. In addition, if any other person or entity    
becomes an interested stockholder in the future, such person or entity will     
similarly not be subject to Section 203.                                        

     The Reincorporation Proposal, if approved, would allow the Company to enter
into "business combinations" (including financing arrangements involving the    
issuance of Common Stock) without requiring the approval of at least 66-2/3% of 
the outstanding voting stock not owned by Mr. Gross or any of his affiliates or 
associates.                                                                     

Appraisal Rights                                                                

Section 262 of Delaware Law provides in part that "no appraisal       
rights...shall be available for the shares of any class or series of stock,     
which stock....at the record date fixed to determine the stockholders entitled  
to notice of and to vote at the meeting of stockholders to act                  

5 

DEFM14A 9th Page of 20 TOC 1st Previous Next ↓Bottom Just 9th
upon the agreement of merger or consolidation were...designated as a national   
market system security on an interdealer quotation system by the National       
Association of Securities Dealers, Inc..."                                      

Because the Company's Class A Common Stock is designated as a national
market system security by NASD, appraisal rights are unavailable to the Common  
stockholders. Because the Company's Series A Preferred Stock is not so          
designated, the holder of such stock would be entitled to exercise its appraisal
rights if it complied with the requirements of Section 262; however, such holder
has waived its appraisal rights with regard to the Series A Preferred Stock.    
Consequently, none of the stockholders of the Company will be entitled to       
appraisal rights even if the Merger is approved.                                

Federal Income Tax Consequences of the Merger                                   

The Merger will qualify as a non-taxable reorganization under Internal
Revenue Code Section 368(a)(1)(F). Therefore, all tax attributes of the Company 
will continue to exist as tax attributes of GTL after the Merger. Stockholders  
of the Company will have neither gain nor loss for Federal income tax purposes  
as a result of the Merger.                                                      

Accounting Treatment Of The Merger and Financial Information                    

The Merger will be accounted for as a reverse merger whereby, for     
accounting purposes, the Company will be considered the accounting acquiror and 
GTL will be treated as the successor to the historical operations of the        
Company. Accordingly, the historical financial statements of the Company, which 
previously have been reported to the Securities and Exchange Commission ("SEC") 
on Forms 10-KSB and 10-QSB, among others, as of and for all periods through     
April 30, 1999, will be treated as the financial statements of GTL.             

Vote Required                                                                   

     Under Delaware Law, the affirmative vote of the holders of at least 66-2/3%
of the outstanding voting stock of the Company, excluding shares beneficially   
owned by Mr. Gross and his affiliates (including Ocean Partners) and associates,
is required to approve the Reincorporation Proposal. As a result, abstentions   
and broker non-votes are effectively equivalent to votes against the            
Reincorporation Proposal.                                                       

    THE COMPANY'S BOARD OF DIRECTORS (WITH MR. GROSS ABSTAINING) BELIEVES THAT
THE REINCORPORATION PROPOSAL IS IN THE BEST INTERESTS OF THE COMPANY AND ITS    
STOCKHOLDERS AND RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE        
PROPOSAL.                                                                       

6 

DEFM14A 10th Page of 20 TOC 1st Previous Next ↓Bottom Just 10th
 SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth certain information as of August 16, 1999
regarding the ownership of Class A Common Stock and Series A Preferred Stock by 
(i) each person known by the Company to own beneficially more than five percent 
of any class of the Company's voting securities, (ii) each director of the      
Company, (iii) each executive officer of the Company and (iv) all executive     
officers and directors of the Company as a group.                               

                                                        [Enlarge/Download Table]


                                           ------------------------------- -----------------------
                                                     Class A                      Series A        
                                                  Common Stock                 Preferred Stock    
                                           ------------------------------  -----------------------
                                                 Number         Percent      Number      Percent  
Name and Address of Beneficial Owner(1)       of Shares       of Class(2)   of Shares   of Class  
-----------------------------------------     ---------       -----------   ---------   --------  
                                                                                                  
Irwin L. Gross                                 450,157(3)        7.9%          --         --      
Ocean Castle Partners, LLC                                                                        

Charles T. Condy                                 3,750             *           --         --      

Stephen M. Schachman                                --            --           --         --      

M. Moshe Porat                                 390,010(4)        6.8%          --         --      

David N. Shevrin                                    --            --           --         --      

Morris C. Aaron                                 14,100(5)          *           --         --      

James W. Fox                                        --            --           --         --      

The Shaar Fund, Ltd.                            87,500(6)        1.5%         3,000       100%    

Ruki Renov(7)                                  343,698           6.0%          --         --      

Esther Stahler(8)                              294,465           5.1%          --         --      

All executive                                  858,017(3)(4)(5)  14.9%         --         --      
officers and directors of the                                                                     
Company as a group (7 persons)                                                                    

-------------------                                                             
*    Less than 1%.                                                              

(1)  Unless otherwise noted, all persons named in the table have sole voting and
 investment power with respect to all shares beneficially owned by them.
   Except as otherwise indicated below, the address of each beneficial owner
    is c/o Interactive Flight Technologies, Inc., 222 N. 44th Street, Phoenix,
Arizona 85034. Ocean Castle Partners, LLC's address is 1811 Chestnut  
Street, Philadelphia, Pennsylvania, 19103.                            

(2)  Based on 5,744,699 shares of Class A Common Stock outstanding, except that 
 shares underlying options and warrants to purchase Class A Common Stock
exercisable within sixty (60) days are deemed to be outstanding for   
purposes of calculating the percentage owned by the holder(s) of such 
options and warrants.                                                 

(3)  Includes 222,207 shares owned by Ocean Castle Partners, LLC, an entity     
     controlled by Mr. Gross, and 118,518 shares owned by third parties and over
which Mr. Gross retains voting power pursuant to a Proxy Agreement.   

(4)  Includes 387,610 shares owned by third parties over which Mr. Porat retains
voting power pursuant to certain proxy agreements.                    

(5)  Includes 10,000 shares issuable to Morris C. Aaron upon exercise of options
exercisable within 60 days.                                           

(6)  Represents 87,500 shares issuable to The Shaar Fund, Ltd. upon exercise of 
a Warrant exercisable within 60 days.                                 

footnotes continued on following page                                           

7 

DEFM14A 11th Page of 20 TOC 1st Previous Next ↓Bottom Just 11th
 STOCKHOLDER PROPOSALS

     For stockholder proposals for the next Annual Meeting of Stockholders to be
eligible for inclusion in the Company's Proxy Statement for such meeting, they  
must be received by the Company at its principal executive offices on or prior  
to October 31, 1999. The Board of Directors will review any stockholder         
proposals that are filed as required and will determine whether such proposals  
meet applicable criteria for inclusion in the Company's Proxy Statement for such
Annual Meeting.                                                                 

 OTHER MATTERS

  The Board of Directors does not know of any other matters that are to be
presented for consideration at the Special Meeting. Should any other matters    
properly come before the Special Meeting, it is the intention of the persons    
named in the accompanying proxy to vote such proxy on behalf of the stockholders
they represent in accordance with their best judgment.                          

 SOLICITATION OF PROXIES

The cost of this solicitation of proxies will be borne by the Company.
Directors, officers and regular employees of the Company may solicit proxies in 
person, by telephone, by mail or by other means of communication, but such      
persons will not be specially compensated for such services. In addition, the   
Company has retained D.F. King & Co., Inc. to assist in the solicitation of     
proxies, to which it will pay a fee of $6,000 plus customary and reasonable     
expenses. The Company has additionally agreed to indemnify D.F. King & Co., Inc.
under certain circumstances. The Company will reimburse American Stock Transfer 
& Trust Company for forwarding proxy materials to beneficial owners. The total  
estimated cost for this solicitation of proxies is approximately $20,000.       

THE COMPANY SHALL PROVIDE TO ANY STOCKHOLDER, WITHOUT CHARGE, A COPY OF THE     
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED OCTOBER 31,    
1998, UPON THE WRITTEN REQUEST THEREFOR TO INTERACTIVE FLIGHT TECHNOLOGIES,     
INC., 222 North 44th Street, PHOENIX, AZ 85034, ATTENTION: DAVID N. SHEVRIN,    
SECRETARY.                                                                      

---------------------                                                           

footnotes continued from preceding page                                         

(7)  According to Amendment No. 1 to Schedule 13G dated May 31, 1999 filed by   
    Ruki Renov, Mrs. Renov's address is 172 Broadway, Lawrence, NY 11559. Mrs.
  Renov has sole voting power over 9,000 shares owned directly by her, and
     options to purchase 86,333 additional shares, which options are exercisable
within 60 days. She has shared voting power over an additional 167,133
  shares, and is a principal of an entity that owns options to purchase an
     additional 37,333 shares, which options are exercisable within 60 days. Mr.
   Renov may also be deemed to be the beneficial owner of 9,333 shares owned
 by her spouse and an additional 34,566 shares owned by a family limited
partnership controlled by her.                                        

(8)  According to Schedule 13G dated May 31, 1999 filed by Esther Stahler, Mrs. 
Stahler's address is 10 Lakeside Drive West, Lawrence, NY 11559. Mrs. 
    Stahler has sole voting power over 3,666 shares owned directly by her, and
     options to purchase 86,333 additional shares, which options are exercisable
within 60 days. She has shared voting power over an additional 167,133
    shares (which are believed to be the same shares over which Mrs. Renov has
    shared voting power), and is a principal of an entity that owns options to
    purchase an additional 37,333 shares, which options are exercisable within
60 days.                                                              

8 

DEFM14A 12th Page of 20 TOC 1st Previous Next ↓Bottom Just 12th
                                                                      APPENDIX A

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (hereinafter called the "Merger     
Agreement") is made as of August 16, 1999, by and between Interactive Flight    
Technologies, Inc., a Delaware corporation ("Oldco"), and Global Technologies,  
Ltd., a Delaware corporation ("Newco"). Oldco and Newco are sometimes referred  
to herein as the "Constituent Corporations." The Board of Directors of each of  
the Constituent Corporations deems it advisable and to the advantage of its     
respective Constituent Corporation that Oldco merge with and into Newco upon the
terms and conditions herein provided.                                           

  NOW, THEREFORE, the parties do hereby adopt the plan encompassed by this
Merger Agreement and do hereby agree that Oldco shall merge with and into Newco 
on the following terms, conditions and other provisions:                        

 I. TERMS AND CONDITIONS

   1.1 Merger. Oldco shall be merged with and into Newco, and Newco shall be
the surviving corporation (the "Surviving Corporation") effective upon the date 
and time when this Merger Agreement, or a Certificate of Merger in lieu thereof,
is filed with the Secretary of State of the State of Delaware (the "Effective   
Date").                                                                         

    1.2 Internal Revenue Code Qualifications. For Federal income tax purposes,
it is intended that the Merger shall qualify as a reorganization within the     
meaning of Section 368(a)(1)(F) of the Internal Revenue Code, as amended.       

1.3 Succession. On the Effective Date, the Surviving Corporation shall
succeed to all of the rights, privileges, powers and property, including without
limitation all rights, privileges, franchises, patents, trademarks, licenses,   
registrations and other assets of every kind and description, of Oldco in the   
manner of and as more fully set forth in the General Corporation Law of the     
State of Delaware (the "DGCL").                                                 

  1.4 Common Stock of Oldco and Newco. On the Effective Date, by virtue of
the merger and without any further action on the part of the Constituent        
Corporations or their stockholders, (i) each share of Class A Common Stock of   
Oldco, par value $.01 per share ("Oldco Common Stock"), issued and outstanding  
immediately prior thereto shall be changed and converted into one fully paid and
nonassessable share of Class A Common Stock of the Surviving Corporation, par   
value $.01 per share, (ii) each share of Newco Common Stock issued and          
outstanding immediately prior thereto shall be cancelled and returned to the    
status of authorized but unissued shares and (iii) each share of Oldco Common   
Stock issued but held in the treasury of Oldco shall be canceled.               

 A-1

DEFM14A 13th Page of 20 TOC 1st Previous Next ↓Bottom Just 13th
     1.5 Preferred Stock of Oldco and Newco. On the Effective Date, by virtue of
the merger and without any further action on the part of the Constituent        
Corporations or their stockholders, each share of Series A Preferred Stock of   
Oldco, issued and outstanding immediately prior thereto shall be changed and    
converted into one fully paid and nonassessable share of Series A Preferred     
Stock of the Surviving Corporation.                                             

1.6 Stock Certificates. On and after the Effective Date, all of the   
outstanding certificates which prior to that time represented shares of Oldco   
capital stock shall be deemed for all purposes to evidence ownership of and to  
represent the shares of capital stock of the Surviving Corporation into which   
the shares of Oldco capital stock represented by such certificates have been    
converted as herein provided and shall be so registered on the books and records
of the Surviving Corporation or its transfer agent. The registered owner of any 
such outstanding stock certificate shall, until such certificate shall have been
surrendered for transfer or otherwise accounted for to the Surviving Corporation
or its transfer agent, have and be entitled to exercise any voting or other     
right with respect to and to receive any dividend or other distribution upon the
shares of such capital stock evidenced by such outstanding certificate as above 
provided.                                                                       

   1.7 Options. On the Effective Date, Newco will assume and continue all of
Oldco's stock option plans, including but not limited to the Interactive Flight 
Technologies, Inc. 1994 Stock Option Plan and 1997 Stock Option Plan, and any   
other options, warrants or rights to acquire Oldco Common Stock and the         
outstanding and unexercised portions of all options, warrants or rights to      
acquire Oldco Common Stock shall become options for, warrants or rights to      
acquire the same number and kind of shares of common stock of the Surviving     
Corporation with no other changes in the terms and conditions of such options,  
warrants or rights to acquire, including exercise prices, and upon the Effective
Date, the Surviving Corporation shall assume the outstanding and unexercised    
portions of such options, warrants or rights to acquire and the obligations of  
Oldco with respect thereto.                                                     

II. CERTIFICATE OF INCORPORATION AND BY-LAWS

     2.1 Certificate of Incorporation. The Certificate of Incorporation of Newco
shall be the Certificate of Incorporation of the Surviving Corporation (the     
"Newco Charter").                                                               

    2.2 By-laws. The By-laws of Newco in effect on the Effective Date shall be
the By-laws of the Surviving Corporation without change or amendment until      
further amended in accordance with the provisions thereof and applicable law.   

 III. DIRECTORS AND OFFICERS

3.1 Directors. The directors of Oldco shall be the directors of the   
Surviving Corporation.                                                          

 A-2

DEFM14A 14th Page of 20 TOC 1st Previous Next ↓Bottom Just 14th
    3.2 Officers. The officers of Oldco shall be the officers of the Surviving
Corporation to serve at the pleasure of its Board of Directors.                 

 IV. MISCELLANEOUS

     4.1 Further Assurances. From time to time, as and when required by Newco or
by its successors and assigns, there shall be executed and delivered on behalf  
of Oldco such deeds and other instruments, and there shall be taken or caused to
be taken by it such further and other action, as shall be appropriate or        
necessary in order to vest or perfect in or to conform of record or otherwise,  
in Newco the title to and possession of all the property, interests, assets,    
rights, privileges, immunities powers, franchises, and authority of Oldco and   
otherwise to carry out the purposes of this Merger Agreement, and the officers  
and directors of Newco are fully authorized in the name and on behalf of Oldco  
or otherwise to take any and all such action and to execute and deliver any and 
all such deeds and other instruments.                                           

    4.2 Amendment. At any time before or after approval by the stockholders of
the Constituent Corporations, this Merger Agreement may be amended in any manner
(except as otherwise provided by the DGCL) as may be determined in the judgment 
of the respective Boards of Directors of Newco and Oldco to be necessary,       
desirable or expedient.                                                         

4.3 Termination. At any time before the Effective Date, this Merger   
Agreement may be terminated and the merger may be terminated by the Board of    
Directors of either Oldco or Newco or both, notwithstanding the approval of this
Merger Agreement by the stockholders of Oldco and Newco.                        

   4.4 Counterparts. In order to facilitate the filing and recording of this
Merger Agreement, the same may be executed in any number of counterparts, each  
of which shall be deemed to be an original.                                     

    IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved
by the Board of Directors of Oldco and Newco, is hereby executed on behalf of   
each Constituent Corporation by its duly authorized officer.                    

                               INTERACTIVE FLIGHT TECHNOLOGIES, INC.

              By: /s/ James W. Fox
                                ------------------------------

                   GLOBAL TECHNOLOGIES, LTD.

              By: /s/ James W. Fox
                                ------------------------------

 A-3

DEFM14A 15th Page of 20 TOC 1st Previous Next ↓Bottom Just 15th
                                                                      APPENDIX B

DELAWARE GENERAL CORPORATE LAW
 SECTION 203 BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS.

(a) Notwithstanding any other provisions of this chapter, a corporation shall   
not engage in any business combination with any interested stockholder for a    
period of 3 years following the time that such stockholder became an interested 
stockholder, unless:                                                            

(1) Prior to such time the board of directors of the corporation approved either
the business combination or the transaction which resulted in the stockholder   
becoming an interested stockholder;                                             

(2) Upon consummation of the transaction which resulted in the stockholder      
becoming an interested stockholder, the interested stockholder owned at least   
85% of the voting stock of the corporation outstanding at the time the          
transaction commenced, excluding for purposes of determining the number of      
shares outstanding those shares owned (i) by persons who are directors and also 
officers and (ii) employee stock plans in which employee participants do not    
have the right to determine confidentially whether shares held subject to the   
plan will be tendered in a tender or exchange offer; or                         

(3) At or subsequent to such time the business combination is approved by the   
board of directors and authorized at an annual or special meeting of            
stockholders, and not by written consent, by the affirmative vote of at least   
662/3% of the outstanding voting stock which is not owned by the interested     
stockholder.                                                                    

(b)  The restrictions contained in this section shall not apply if:             

(1) The corporation's original certificate of incorporation contains a provision
expressly electing not to be governed by this section;                          

(2) The corporation, by action of its board of directors, adopts an amendment to
its bylaws within 90 days of February 2, 1988, expressly electing not to be     
governed by this section, which amendment shall not be further amended by the   
board of directors;                                                             

(3) The corporation, by action of its stockholders, adopts an amendment to its  
certificate of incorporation or bylaws expressly electing not to be governed by 
this section; provided that, in addition to any other vote required by law, such
amendment to the certificate of incorporation or bylaws must be approved by the 
affirmative vote of a majority of the shares entitled to vote. An amendment     
adopted pursuant to this paragraph shall be effective immediately in the case of
a corporation that both (i) has never had a class of voting stock that falls    
within any of the 3 categories set out in subsection (b)(4) hereof, and (ii) has
not elected by a provision in its original certificate of incorporation or any  
amendment thereto to be governed by this section. In all other cases, an        
amendment adopted pursuant to this paragraph shall not be effective until 12    
months after the adoption of such amendment and shall not apply to any business 
combination between such corporation and any person who became an interested    
stockholder of such corporation on or prior to such adoption. A bylaw amendment 
adopted pursuant to this paragraph shall not be further amended by the board of 
directors;                                                                      

(4) The corporation does not have a class of voting stock that is: (i) Listed on
a national securities exchange; (ii) authorized for quotation on The NASDAQ     
Stock Market; or (iii) held of record by more than 2,000 stockholders, unless   
any of the foregoing results from action taken, directly or indirectly, by an   
interested stockholder or from a transaction in which a person becomes an       
interested stockholder;                                                         

(5) A stockholder becomes an interested stockholder inadvertently and (i) as    
soon as practicable divests itself of ownership of sufficient shares so that the
stockholder ceases to be an interested stockholder; and (ii) would not, at any  
time within the 3-year period immediately prior to a business combination       
between the corporation and such stockholder, have been an interested           
stockholder but for the inadvertent acquisition of ownership;                   

 B-1

DEFM14A 16th Page of 20 TOC 1st Previous Next ↓Bottom Just 16th
(6) The business combination is proposed prior to the consummation or           
abandonment of and subsequent to the earlier of the public announcement or the  
notice required hereunder of a proposed transaction which (i) constitutes one of
the transactions described in the 2nd sentence of this paragraph; (ii) is with  
or by a person who either was not an interested stockholder during the previous 
3 years or who became an interested stockholder with the approval of the        
corporation's board of directors or during the period described in paragraph (7)
of this subsection (b); and (iii) is approved or not opposed by a majority of   
the members of the board of directors then in office (but not less than 1) who  
were directors prior to any person becoming an interested stockholder during the
previous 3 years or were recommended for election or elected to succeed such    
directors by a majority of such directors. The proposed transactions referred to
in the preceding sentence are limited to (x) a merger or consolidation of the   
corporation (except for a merger in respect of which, pursuant to ss. 251(f) of 
this title, no vote of the stockholders of the corporation is required); (y) a  
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in 1    
transaction or a series of transactions), whether as part of a dissolution or   
otherwise, of assets of the corporation or of any direct or indirect            
majority-owned subsidiary of the corporation (other than to any direct or       
indirect wholly-owned subsidiary or to the corporation) having an aggregate     
market value equal to 50% or more of either that aggregate market value of all  
of the assets of the corporation determined on a consolidated basis or the      
aggregate market value of all the outstanding stock of the corporation; or (z) a
proposed tender or exchange offer for 50% or more of the outstanding voting     
stock of the corporation. The corporation shall give not less than 20 days'     
notice to all interested stockholders prior to the consummation of any of the   
transactions described in clause (x) or (y) of the 2nd sentence of this         
paragraph; or                                                                   

(7) The business combination is with an interested stockholder who became an    
interested stockholder at a time when the restrictions contained in this section
did not apply by reason of any of paragraphs (1) through (4) of this subsection 
(b), provided, however, that this paragraph (7) shall not apply if, at the time 
such interested stockholder became an interested stockholder, the corporation's 
certificate of incorporation contained a provision authorized by the last       
sentence of this subsection (b). Notwithstanding paragraphs (1), (2), (3) and   
(4) of this subsection, a corporation may elect by a provision of its original  
certificate of incorporation or any amendment thereto to be governed by this    
section; provided that any such amendment to the certificate of incorporation   
shall not apply to restrict a business combination between the corporation and  
an interested stockholder of the corporation if the interested stockholder      
became such prior to the effective date of the amendment.                       

(c)  As used in this section only, the term:                                    

(1) "Affiliate" means a person that directly, or indirectly through 1 or more   
intermediaries, controls, or is controlled by, or is under common control with, 
another person.                                                                 

(2) "Associate," when used to indicate a relationship with any person, means:   
(i) Any corporation, partnership, unincorporated association or other entity of 
which such person is a director, officer or partner or is, directly or          
indirectly, the owner of 20% or more of any class of voting stock; (ii) any     
trust or other estate in which such person has at least a 20% beneficial        
interest or as to which such person serves as trustee or in a similar fiduciary 
capacity; and (iii) any relative or spouse of such person, or any relative of   
such spouse, who has the same residence as such person.                         

(3) "Business combination," when used in reference to any corporation and any   
interested stockholder of such corporation, means:                              

(i) Any merger or consolidation of the corporation or any direct or indirect    
majority-owned subsidiary of the corporation with (A) the interested            
stockholder, or (B) with any other corporation, partnership, unincorporated     
association or other entity if the merger or consolidation is caused by the     
interested                                                                      

 B-2

DEFM14A 17th Page of 20 TOC 1st Previous Next ↓Bottom Just 17th
stockholder and as a result of such merger or consolidation subsection (a) of   
this section is not applicable to the surviving entity;                         

(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition 
(in 1 transaction or a series of transactions), except proportionately as a     
stockholder of such corporation, to or with the interested stockholder, whether 
as part of a dissolution or otherwise, of assets of the corporation or of any   
direct or indirect majority-owned subsidiary of the corporation which assets    
have an aggregate market value equal to 10% or more of either the aggregate     
market value of all the assets of the corporation determined on a consolidated  
basis or the aggregate market value of all the outstanding stock of the         
corporation;                                                                    

(iii) Any transaction which results in the issuance or transfer by the          
corporation or by any direct or indirect majority-owned subsidiary of the       
corporation of any stock of the corporation or of such subsidiary to the        
interested stockholder, except: (A) Pursuant to the exercise, exchange or       
conversion of securities exercisable for, exchangeable for or convertible into  
stock of such corporation or any such subsidiary which securities were          
outstanding prior to the time that the interested stockholder became such; (B)  
pursuant to a merger under ss. 251(g) of this title; (C) pursuant to a dividend 
or distribution paid or made, or the exercise, exchange or conversion of        
securities exercisable for, exchangeable for or convertible into stock of such  
corporation or any such subsidiary which security is distributed, pro rata to   
all holders of a class or series of stock of such corporation subsequent to the 
time the interested stockholder became such; (D) pursuant to an exchange offer  
by the corporation to purchase stock made on the same terms to all holders of   
said stock; or (E) any issuance or transfer of stock by the corporation;        
provided however, that in no case under items (C)-(E) of this subparagraph shall
there be an increase in the interested stockholder's proportionate share of the 
stock of any class or series of the corporation or of the voting stock of the   
corporation;                                                                    

(iv) Any transaction involving the corporation or any direct or indirect        
majority-owned subsidiary of the corporation which has the effect, directly or  
indirectly, of increasing the proportionate share of the stock of any class or  
series, or securities convertible into the stock of any class or series, of the 
corporation or of any such subsidiary which is owned by the interested          
stockholder, except as a result of immaterial changes due to fractional share   
adjustments or as a result of any purchase or redemption of any shares of stock 
not caused, directly or indirectly, by the interested stockholder; or           

(v) Any receipt by the interested stockholder of the benefit, directly or       
indirectly (except proportionately as a stockholder of such corporation), of any
loans, advances, guarantees, pledges or other financial benefits (other than    
those expressly permitted in subparagraphs (i)-(iv) of this paragraph) provided 
by or through the corporation or any direct or indirect majority-owned          
subsidiary.                                                                     

(4) "Control," including the terms "controlling," "controlled by" and "under    
common control with," means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a person,    
whether through the ownership of voting stock, by contract or otherwise. A      
person who is the owner of 20% or more of the outstanding voting stock of any   
corporation, partnership, unincorporated association or other entity shall be   
presumed to have control of such entity, in the absence of proof by a           
preponderance of the evidence to the contrary; Notwithstanding the foregoing, a 
presumption of control shall not apply where such person holds voting stock, in 
good faith and not for the purpose of circumventing this section, as an agent,  
bank, broker, nominee, custodian or trustee for 1 or more owners who do not     
individually or as a group have control of such entity.                         

(5) "Interested stockholder" means any person (other than the corporation and   
any direct or indirect majority-owned subsidiary of the corporation) that (i) is
the owner of 15% or more of the outstanding voting stock of the corporation, or 
(ii) is an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time within the  
3-year period immediately prior to the date on which it is sought to be         
determined whether such person is an interested stockholder; and the affiliates 
and associates of such person; provided, however, that the term "interested     
stockholder" shall not include (x) any person who (A) owned shares in excess of 
the 15% limitation set                                                          

 B-3

DEFM14A 18th Page of 20 TOC 1st Previous Next ↓Bottom Just 18th
forth herein as of, or acquired such shares pursuant to a tender offer commenced
prior to, December 23, 1987, or pursuant to an exchange offer announced prior to
the aforesaid date and commenced within 90 days thereafter and either (I)       
continued to own shares in excess of such 15% limitation or would have but for  
action by the corporation or (II) is an affiliate or associate of the           
corporation and so continued (or so would have continued but for action by the  
corporation) to be the owner of 15% or more of the outstanding voting stock of  
the corporation at any time within the 3-year period immediately prior to the   
date on which it is sought to be determined whether such a person is an         
interested stockholder or (B) acquired said shares from a person described in   
item (A) of this paragraph by gift, inheritance or in a transaction in which no 
consideration was exchanged; or (y) any person whose ownership of shares in     
excess of the 15% limitation set forth herein is the result of action taken     
solely by the corporation; provided that such person shall be an interested     
stockholder if thereafter such person acquires additional shares of voting stock
of the corporation, except as a result of further corporate action not caused,  
directly or indirectly, by such person. For the purpose of determining whether a
person is an interested stockholder, the voting stock of the corporation deemed 
to be outstanding shall include stock deemed to be owned by the person through  
application of paragraph (8) of this subsection but shall not include any other 
unissued stock of such corporation which may be issuable pursuant to any        
agreement, arrangement or understanding, or upon exercise of conversion rights, 
warrants or options, or otherwise.                                              

(6) "Person" means any individual, corporation, partnership, unincorporated     
association or other entity.                                                    

(7) "Stock" means, with respect to any corporation, capital stock and, with     
respect to any other entity, any equity interest.                               

(8) "Voting stock" means, with respect to any corporation, stock of any class or
series entitled to vote generally in the election of directors and, with respect
to any entity that is not a corporation, any equity interest entitled to vote   
generally in the election of the governing body of such entity.                 

(9) "Owner," including the terms "own" and "owned," when used with respect to   
any stock, means a person that individually or with or through any of its       
affiliates or associates:                                                       

(i) Beneficially owns such stock, directly or indirectly; or                    

(ii) Has (A) the right to acquire such stock (whether such right is exercisable 
immediately or only after the passage of time) pursuant to any agreement,       
arrangement or understanding, or upon the exercise of conversion rights,        
exchange rights, warrants or options, or otherwise; provided, however, that a   
person shall not be deemed the owner of stock tendered pursuant to a tender or  
exchange offer made by such person or any of such person's affiliates or        
associates until such tendered stock is accepted for purchase or exchange; or   
(B) the right to vote such stock pursuant to any agreement, arrangement or      
understanding; provided, however, that a person shall not be deemed the owner of
any stock because of such person's right to vote such stock if the agreement,   
arrangement or understanding to vote such stock arises solely from a revocable  
proxy or consent given in response to a proxy or consent solicitation made to 10
or more persons; or                                                             

(iii) Has any agreement, arrangement or understanding for the purpose of        
acquiring, holding, voting (except voting pursuant to a revocable proxy or      
consent as described in item (B) of subparagraph (ii) of this paragraph), or    
disposing of such stock with any other person that beneficially owns, or whose  
affiliates or associates beneficially own, directly or indirectly, such stock.  

(d) No provision of a certificate of incorporation or bylaw shall require, for  
any vote of stockholders required by this section, a greater vote of            
stockholders than that specified in this section.                               

(e) The Court of Chancery is hereby vested with exclusive jurisdiction to hear  
and determine all matters with respect to this section.                         

--------------------                                                            

 B-4

DEFM14A 19th Page of 20 TOC 1st Previous Next ↓Bottom Just 19th
 PROXY

 INTERACTIVE FLIGHT TECHNOLOGIES, INC.
Special Meeting of Stockholders - September 30, 1999

The undersigned stockholder(s) of Interactive Flight Technologies, Inc. (the    
"Company") hereby nominate(s), constitute(s) and appoint(s) Charles C. Condy and
Stephen M. Schachman, and each of them, the attorney, agent and proxy of the    
undersigned, with full power of substitution, to vote all shares of capital     
stock of Interactive Flight Technologies, Inc., which the undersigned is        
entitled to vote at the Special Meeting of Stockholders (the "Meeting") of the  
Company to be held at The Penn Club, 30 West 44th Street, New York, NY at 10:30 
a.m., on Thursday, September 30, 1999, and any and all adjournments or          
postponements thereof, with respect to the matters described in the accompanying
Proxy Statement, and in their discretion, on such other matters which properly  
come before the Meeting, as fully and with the same force and effect as the     
undersigned might or could do if personally present thereat, as follows:        

  1. Proposal to merge the Company with and into Global Technologies, Ltd.

  FOR                         AGAINST                      ABSTAIN

 (Continued, and to be completed and signed on the reverse side)

DEFM14A Last Page of 20 TOC 1st Previous Next ↓Bottom Just 20th
 (Continued from the other side)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED  
PRIOR TO ITS EXERCISE. PLEASE SIGN AND DATE BELOW.                              

  THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO MERGE THE
COMPANY WITH AND INTO GLOBAL TECHNOLOGIES, LTD. (THE "MERGER"). THIS PROXY      
CONFERS AUTHORITY TO AND SHALL BE VOTED "FOR" THE MERGER UNLESS OTHER           
INSTRUCTIONS ARE INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE
WITH SUCH INSTRUCTIONS.                                                         

IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.         

                    Dated:______________________________________________

                    (Please print name)_________________________________

                    (Signature of Stockholder)__________________________

                    (Please print name)_________________________________

                    (Signature of Stockholder)__________________________

                       Please date this Proxy and sign your name(s) as it/they
                appear(s) on your stock certificates. Executors,
                     administrators, trustees, etc. should give their full
       titles. (All joint owners should sign).

I do        do not       expect to attend the Meeting.        

                    Number of Persons:__________________________________

 PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY.

DEFM14A	1st Page of 20	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

DEFM14A	2nd Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 2nd

DEFM14A	3rd Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 3rd

DEFM14A	4th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 4th

DEFM14A	5th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 5th

DEFM14A	6th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 6th

DEFM14A	7th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 7th

DEFM14A	8th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 8th

DEFM14A	9th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 9th

DEFM14A	10th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 10th

DEFM14A	11th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 11th

DEFM14A	12th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 12th

DEFM14A	13th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 13th

DEFM14A	14th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 14th

DEFM14A	15th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 15th

DEFM14A	16th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 16th

DEFM14A	17th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 17th

DEFM14A	18th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 18th

DEFM14A	19th Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 19th

DEFM14A	Last Page of 20	TOC	1st	Previous	Next	↓Bottom	Just 20th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFM14A’ Filing	Date	First	Last	Other Filings

	8/13/01	6
	10/31/99	11
	9/30/99	2	19	10QSB, PREM14A
	8/23/99	2	4
Filed on:	8/17/99	3	5
	8/16/99	5	12
	5/31/99	11
	4/30/99	9		10QSB
	10/31/98	11		10-K
	10/30/98	6
	9/15/98	6		10QSB, NT 10-Q
	9/2/98	6		8-K, PRRN14A
	8/25/98	6		DEF 14A, PREC14A
	8/13/98	6
				List all Filings

↑Top

Filing Submission 0000950115-99-001133 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Global Technologies Ltd – ‘DEFM14A’ on 8/17/99

On: Tuesday, 8/17/99 · Accession #: 950115-99-1133 · File #: 0-25668

Definitive Proxy Solicitation Material — Merger or Acquisition — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Merger or Acquisition — Schedule 14A
Filing Table of Contents