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Applied Computer Technology Inc – ‘PRES14A’ for 7/31/99

On: Friday, 7/16/99 · For: 7/31/99 · Accession #: 1004878-99-25 · File #: 1-14006

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

 7/16/99  Applied Computer Technology Inc   PRES14A     7/31/99    1:22K                                    Hart & Hart LLC/FA

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special     9     38K 
                          Meeting                                                

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SCHEDULE 14A

SCHEDULE 14A INFORMATION
 Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[X]  Preliminary Proxy Statement                                                
[ ]  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
14a-6(e)(2))                                                          
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive  Additional Materials                                           
[ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12          

     Applied Computer Technology, Inc.
(Name of Registrant as Specified In Its Charter)  

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required                                                             

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

1) Title of each class of securities to which transaction applies:      

2) Aggregate number of securities to which transaction applies:         

    3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:                                        

4) Proposed maximum aggregate value of transaction:                     

5) Total fee paid:                                                      

[ ] Fee paid previously with preliminary materials.                             

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

1)   Amount Previously Paid:                                            

------------------------------                          
2)   Form, Schedule or Registration No.:                                

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

3)   Filing Party:                                                      

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

4)   Date Filed:                                                        

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

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                                                  Preliminary Proxy Material

 APPLIED COMPUTER TECHNOLOGY, INC.
 2573 Midpoint Drive
Fort Collins, CO 80252

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS   
TO BE HELD _____, 1999
 AND PROXY STATEMENT

To the Shareholders:                                                            

      Notice is hereby  given  that a special  meeting  of the  shareholders  of
Applied Computer Technology,  Inc. (the "Company") will be held at the Company's
Tabor Center facility (1200 17th Street,  Suite 101, Denver, CO 80202) on _____,
1999 at 2:30 P.M. for the following purposes:                                   

(1)  To approve the sale of the assets of Act-Net, Inc;             

      (2) To  transact  such other  business  as may  properly  come  before the
meeting or any adjournment or adjournments thereof.         

The Board of Directors  has fixed the close of business on _______,  1999 as the
record date for the  determination of shareholders  entitled to notice of and to
vote at such meeting. Shareholders are entitled to one vote for each share held.
As of __________, 1999 there were 4,810,192 shares of the Company's common stock
issued and outstanding.                                                         

STOCKHOLDERS  ARE  CORDIALLY  INVITED TO ATTEND THE MEETING IN PERSON.  IF YOU  
CANNOT ATTEND,  PLEASE COMPLETE,  SIGN, DATE, AND RETURN THE ENCLOSED PROXY SO  
THAT YOUR SHARES MY BE VOTED AT THE MEETING.  YOUR VOTE IS IMPORTANT.           

                         APPLIED COMPUTER TECHNOLOGY, INC.

Fort Collins, Colorado              By:  Wiley E. Prentice, Jr.                 
_____________, 1999                         Chief Executive Officer             

------------------------------------------------------------------------------  
PLEASE  INDICATE YOUR VOTING  INSRTUCTIONS ON THE ENCLOSED PROXY CARD, AND SIGN,
DATE AND RETURN THE PROXY CARD.                                                 

TO SAVE THE COST OF FURTHER SOLICITATION PLEASE MAIL YOUR PROXY CARD PROMPTLY.  
------------------------------------------------------------------------------  

PRES14A 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
 APPLIED COMPUTER TECHNOLOGY, INC.
 2573 Midpoint Drive
Fort Collins, CO 80252
(970) 221-2555
(970) 482-7955 (FAX)

 PROXY STATEMENT

IN GENERAL

      This Proxy Statement is furnished in connection  with the  solicitation of
proxies by the Board of  Directors of Applied  Computer  Technology,  Inc.  (the
"Company")  to be used at a Special  Meeting of  Stockholders  to be held at the
Company's Tabor Center facility (1200 17th Street,  Suite 101, Denver, CO 80202)
on _____,  1999 at  _____P.M.  local time to consider and act upon a proposal to
sell  substantially  all of the assets of Act-Net,  a wholly owned subsidiary of
the Company.  The assets which are proposed to be sold constitute  substantially
all of the assets of the Company:                                               

      The shares covered by the enclosed proxy, if such is properly executed and
received prior to the meeting, will be voted for the proposal to sell the assets
of Act-Net.  A proxy may be revoked at any time before it is exercised by giving
written  notice to the Company and  stockholders  may vote their  shares of they
attend the meeting in person even if they have  executed  and  returned a proxy.
Distribution of this Proxy Statement commenced on or about _______, 1999.       

      Management  of the  Company  does not intend to present  and does not have
reason to believe  that others will  present any others items of business at the
Special Meeting. However, if other matters are properly presented to the meeting
for a vote,  the proxies will be voted upon such matters in accordance  with the
judgement of the persons acting under the proxies.                              

      The  cost  of  preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying notice and proxy statement,  and all other costs in connection with
solicitation  of proxies will be paid by the Company  including  any  additional
solicitation made by letter, telephone or facsimile.                            

SALE OF ACTNET

      The Company was incorporated in Colorado in January 1989.  Between January
1989 and November  1998 the Company  sold,  installed,  serviced,  and supported
microcomputer  systems (PC's") and related peripheral  products  principally for
use by businesses  and large  institutional  customers  active in the corporate,
government and retail markets.                                                  

      The Company  completed its initial public offering in October 1995. In its
public offering  offering,  the Company sold 1,150,000 Units at a price of $3.60
per Unit. Each Unit consisted of one share of Common Stock and one Warrant.     

PRES14A 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
      In October  1996,  the Company,  in an effort to diversify  its  business,
began offering  internet access and related services to the Company's  customers
and the general public in Ft. Collins,  Denver,  Colorado Springs,  and Boulder,
Colorado.  These internet  services are provided  through ActNet,  Inc. a wholly
owned subsidiary of the Company. As an Internet Service Provider ("ISP"), ActNet
provides  Internet  access to  persons  wishing to view  and/or use  information
stored in the Internet.  Persons using ActNet for Internet access have unlimited
e-mail usage  through the  Internet.  In addition,  ActNet offers World Wide Web
("Web") sites (one or more pages of  information  on the Internet) to businesses
that want to advertise  their products or services on the Web. For an additional
fee,  ActNet  helps these  businesses  create and design the pages for their Web
site.  ActNet's customers can access the Internet using ActNet's dial-up service
and  standard  analog  modems.  As of May  31,1999  ActNet  was  operating  on a
breakeven basis.                                                                

      During 1996 the Company lost $(1,342,000). The Company continued to suffer
losses in  subsequent  periods  and in  November  1998 the  Company  closed  its
manufacturing operations and laid off substantially all of the employees engaged
in the manufacture and sale of computers. The Company retained certain employees
who are involved with ActNet as well as a minimal administrative staff.         

      Most of the Company's  assets that were related to the Company's  computer
manufacturing  operations have been sold to pay  outstanding  obligations or are
subject  to  liens  of  secured  creditors.  As of June 30  1999  the  Company's
liabilities,  depending upon the resolution of disputed  claims,  ranged between
$4,000,000 and $5,000,000.  The Company's only significant asset is its interest
in ActNet.                                                                      

At this point the Company has two options:                                      

1.    Declare bankruptcy and liquidate WebAccess, in which case all proceed from
      the sale of ActNet  would be use to pay a  portion  of the  $4,000,000  to
      $5,000,000 owed to the Company's creditors.  The Company estimates that it
would receive approximately $400,000 from the sale of ActNet.       

2.    Attempt to  increase  the value of ActNet  through  acquisitions  of other
      ISP's and then either sell Actnet or take ActNet public through an initial
      public  offering.  Although  there can be no  assurance  such would be the
      case,  the  Company  believes  that the  possibility  exists that both the
      Company's creditors and shareholders would receive  substantially more for
their claims and/or shares if the value of ActNet can be increased. 

      In order to  acquire  other  ISP's  ActNet  will need to raise  additional
capital.  However in discussions  the Company has had with potential  investors,
investors  are  reluctant  to invest in either the  Company or ActNet due to the
substantial  amounts  owed by the  Company  to its  creditors.  As a result  the
Company has developed the following plan:                                       

1.    Form of a new corporation with the name WebAccess.                        

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2.    Sell  substantially  all of the assets of ActNet to WebAccess  for 200,000
      shares of the common stock of WebAccess  plus cash payments and assumption
of liabilities in the amount of $600,000.                           
3.    Fund WebAccess with between  $700,000 and $1,750,000 from the private sale
of shares of WebAccess common stock at $1.75 per share.             
4.    Have WebAccess acquire four other ISP's using cash and shares of WebAccess
common stock.                                                       
5.    Sell  additional  shares  of the  common  stock of  WebAccess  either in a
private or public offering.                                         
6.    Have WebAccess acquire additional ISP's so as to expand its customer base.

      The agreement  between  WebAccess and ActNet  provides that WebAccess will
acquire  substantially  all the assets of ActNet for 200,000 shares of WebAccess
common stock plus cash payment and the  assumption of  liabilities in the amount
of  $600,000.  The cash  payments  to  ActNet  will be used to  satisfy  certain
priority claims of the Company, including claims of the Internal Revenue Service
and  creditors  who have a lien on the assets on  ActNet.  As a result it is not
expected  that any of the cash  payments will be available to satisfy the claims
of the Company's  general creditors nor will any of such funds be distributed to
the  Company's  shareholders.  The 200,000  shares to be issued by  WebAccess as
partial consideration for the sale of ActNet's assets may not be sold until July
31, 2009 unless 100,000  shares are  transferred to a trustee who will hold such
shares  for the  benefit  of the  Company's  shareholders  free and clear of any
claims of any creditors. At such time as the trustee is able to hold such shares
for the benefit of the  Company's  shareholders,  free and clear of any creditor
claims,  these shares may be sold pursuant to the  provisions of Rule 144 of the
Securities and Exchange Commission.  Rule 144 generally provides that holders of
securities (which have not been sold in a public offering) may resell the shares
in the public market after a one year holding period.                           

      If the value of the  100,000  shares  which are to be  transferred  to the
trustee can be held free of the claims of any creditors then the trustee, in the
trustee's discretion,  will resell the shares and distribute the proceeds to the
shareholders of the Company on a pro rata basis. Bud Prentice and Cindy Koehler,
who  collectively  own  approximately  27% of the Company's  common stock,  have
waived any right to such  proceeds,  thereby  increasing  the amount that may be
available to the other shareholders of the Company.                             

      Although  after the second stage of funding  referred to in No.5 above the
200,000 shares to be received by ActNet may represent less then 10% of the total
outstanding  shares of the common stock of WebAccess,  the Company  nevertheless
believes  there is a  possibility  that these  shares may have a value  which is
substantially greater then the present value of ActNet.                         

      The amount which any Company shareholder will receive upon the sale of the
shares of  WebAccess  will  depend upon a number of factors  including,  but not
limited to: (i) the agreement of the Company's creditors to allow 100,000 shares
of  WebAccess  common  stock  to be  held  for  the  benefit  of  the  Company's
shareholders;  (ii) the establishment of a public market for the common stock of
WebAccess, or in the alternative, the ability of management to sell WebAccess at
a price  substantially  greater than the price which could presently be obtained
for the assets of ActNet;  and (iii) the ability of WebAccess  to implement  its
business plan.                                                                  

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      As a result of the  foregoing,  there can be no assurance that the sale of
the assets of ActNet will result in any benefit to the  Company's  shareholders.
However,  it is certain that the  liquidation of ActNet at the present time will
result in absolutely no benefit to the Company's shareholders since the proceeds
from any such sale will be used to pay a portion  of the  Company's  outstanding
liabilities.  Accordingly,  the Company believes that it is in the best interest
of the  Company's  shareholders  to approve  the sale of the assets of ActNet to
WebAccess,  upon the terms described in this Proxy Statement,  thereby providing
the  Company's  shareholders  with at least a chance  that they may derive  some
value from their investment in the Company.  Management of the Company therefore
recommends that the Company's shareholders vote in favor of the proposed sale of
the assets of ActNet to WebAccess.                                              

Certain Information Concerning the Management of the Company and WebAccess.     

      Certain  officers and directors of WebAccess  are or were officers  and/or
directors of the Company and have purchased  shares and/or  acquired  options to
acquire shares of the common stock of WebAccess.  In addition,  certain officers
and directors of the Company who are now affiliated  with WebAccess will receive
salaries and consulting fees from WebAccess.                                    

      The following describes the officers and directors of WebAccess who are or
were  officers  and  directors  of the Company,  as well as the  interests  such
persons  have in  WebAccess,  whether by ownership of common stock or options to
acquire  shares of common stock,  and the  compensation  which is proposed to be
paid  to  such  persons  by  WebAccess.   If  WebAccess  is  successful  in  the
implementation  of its business  plan as outlined in this proxy  statement,  the
value of the shares held by the  management  of  WebAccess,  or the shares which
could be acquired upon the exercise of options, may increase substantially.     

               Position with  Position with  Shares Owned     Options in
Name                   ACT        WebAccess      in WebAccess (1) WebAccess (2) 
----               ---------      ---------      ---------------- ------------- 

J. Roger Moody       Former        Director         600,000         50,000      
Director                              

Wiley Prentice, Jr.  Officer and   President and         --             --      
Director      Director                

Cynthia E. Koehler   Officer and   Consultant            --        100,000      
Director                              

(1) The shares  were  acquired  at a price of $0.25 per share.                  
(2) Each  option represents the right to acquire one share of WebAccess common  
stock.                                                                  

      WebAccess  has an  employment  agreement  with  Mr.  Prentice  that may be
terminated  by  either  party  upon 30 days  notice.  The  employment  agreement
provides  for an annual  salary of  $50,000  per year,  with  performance  based
adjustments at the end of each year, and up to $20,000 annually in bonuses.  The
employment agreement also provides for certain usual and customary benefits such
as medical insurance, an automobile allowance and training reimbursements.      

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      WebAccess has a consulting agreement with Cynthia E. Koehler which expires
on August 31, 1999.  During the term of the consulting  agreement  WebAccess has
agreed to pay Ms.  Koehler  $2,500 per month plus certain  other  benefits.  Ms.
Koehler also  received  options for the purchase of 100,000  shares of WebAccess
common stock.  The options are  exercisable at $1.00 per share provided there is
an established public market for WebAccess common stock and the bid price of the
WebAccess  common stock is at least $2.00 per share.  The options expire on June
15, 2002.                                                                       

      J. Roger Moody will not receive any cash  compensation  for his first year
of service  but  received  options  to  purchase  50,000  shares for one year of
service.  The options are  exercisable  at $1.00 per share  provided there is an
established  public market for  WebAccess  common stock and the bid price of the
WebAccess  common stock is at least $2.00 per share.  The options expire on June
15, 2002.                                                                       

      As a result of the  relationship  between the  management of WebAccess and
the management of the Company the terms of the proposed sale of ActNet's  assets
to  WebAccess  cannot be  considered  to have been  negotiated  at arms  length,
although  the Company  believes  that the terms of such sale are more  favorable
than those which the Company could obtain from an unrelated third party.        
PRINCIPAL SHAREHOLDERS

      The  following  table  sets  forth  certain   information   regarding  the
beneficial  ownership of the Company's common stock as of ____, 1999 by (i) each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
Company's  common  stock,  (ii) each of the  Company's  executive  officers  and
directors,  and (iii) all  executive  officers and  directors  as a group.  Each
person has sole  voting  and sole  investment  power with  respect to the shares
shown below.                                                                    

Name and Address           Shares Beneficially Owned  Percentage Ownership (1)  
----------------           -------------------------  ------------------------  

Wiley E. Prentice, Jr.             918,272                    19.1%             
2573 Midpoint Drive                                                             
Fort Collins, CO 80525                                                          

Cynthia E. Koehler                 355,000                     7.4%             
2573 Midpoint Drive                                                             
Fort Collins, CO 80525                                                          

All directors and officers                                                      
as a group (two persons)        1,273,272                    26.5%            

      All  shareholders  of the Company  have the right to exercise  dissenter's
rights  with  respect to the  proposed  sale of the assets of  Act-Net,  and may

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obtain  payment  for  their  shares  by  complying  with the  terms of  Sections
7-113-101 through 7-113-302 of the Colorado Business  Corporation Act, a copy of
which is attached.  Based upon the  Company's  book value at May 31,  1999,  the
Company  estimates  that  it  will  pay  $0.001  per  share  to any  shareholder
dissenting from the merger.                                                     

 VOTE REQUIRED

      As of June 30,  1999,  there  were  4,810,192  outstanding  shares  of the
Company's common stock,  with each share entitled to one vote. A majority of the
outstanding shares of common stock will constitutes a quorum for the transaction
of business at the meeting.                                                     

      The  adoption of the  proposal to sell the assets of Act-Net  will require
the  approval  by the  holders  owning a majority  of the  Company's  issued and
outstanding common stock. The adoption of any other proposals to come before the
meeting will require the approval of a majority of votes cast at the meeting.   

      The  Company's  officers and  directors,  who  collectively  own 1,272,272
shares of the Company's  common  stock,  intend to vote their shares in favor of
the proposal to sell the assets of ActNet.                                      

DISSENTERS' RIGHTS

      All  shareholders  of the Company  have the right to exercise  dissenter's
rights with respect to the proposed sale of the assets of ActNet, and may obtain
payment for their shares by complying  with the terms of Title 7, Article 113 of
the Colorado Business  Corporation Act, a copy of which is attached.  Based upon
the Company's  book value at June 30, 1999,  the Company  estimates that it will
pay $0.001 per share to any shareholder dissenting from the asset sale.         

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Applied Computer Technology, Inc.                                               

 PROXY
This Proxy is Solicited by the Board of Directors   

         The  undersigned  stockholder  of Applied  Computer  Technology,  Inc.,
acknowledges receipt of the Notice of the Special Meeting of Stockholders, to be
held _______, 1999, at ____a.m., local time, at ___________________,  and hereby
appoints  Wiley E. Prentice Jr. or Cynthia E. Koehler,  or either of them,  each
with the power of substitution,  as Attorneys and Proxies to vote all the shares
of  the  undersigned  at  said  special  meeting  of  stockholders  and  at  all
adjournments  thereof,  hereby  ratifying and confirming all that said Attorneys
and  Proxies  may do or  cause  to be done by  virtue  hereof.  The  above-named
Attorneys and Proxies are instructed to vote all of the undersigned's  shares as
follows:                                                                        

         1. To approve the sale of the assets of ActNet upon the terms disclosed
in the Company's Proxy Statement.                                               

__ FOR         __ AGAINST          __ ABSTAIN     

         In their  discretion,  upon such other  business as may  properly  come
before the meeting.                                                             

       THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED AS DIRECTED HEREIN
BY THE  UNDERSIGNED  STOCKHOLDER.  IF NO DISCRETION  IS INDICATED,  THIS PROXY  
WILL BE VOTED IN FAVOR OF ITEM 1.                                               

Please sign your name exactly as it appears on your stock certificate. If shares
are held  jointly,  each holder  should  sign.  Executors,  trustees,  and other
fiduciaries should so indicate when signing.                                    

Please Sign,  Date and Return this Proxy so that your shares may be voted at the
meeting.                                                                        

Dated this ___day of _____, 1999                                                

------------------------------              ------------------------------      
Signature                                        Signature

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Dates Referenced Herein

		Referenced-On Page
This ‘PRES14A’ Filing	Date	First	Last	Other Filings

	7/31/09	5		None on these Dates
	6/15/02	7
	8/31/99	7
For Period End:	7/31/99
Filed on:	7/16/99
	6/30/99	8
	5/31/99	8
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Filing Submission 0001004878-99-000025 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Applied Computer Technology Inc – ‘PRES14A’ for 7/31/99

On: Friday, 7/16/99 · For: 7/31/99 · Accession #: 1004878-99-25 · File #: 1-14006

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Dates Referenced Herein

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents