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:
[_] 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 (S)(S) 240.14a-11(c) or (S)(S) 240.14a-12
Information Analysis Incorporated
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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was paid previously. Identify the previous filing by registration statement
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INFORMATION ANALYSIS INCORPORATED
11240 Waples Mill Road, Suite 400
Fairfax, Virginia 22030
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Notice of Annual Meeting of Stockholders
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TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Information
Analysis Incorporated, a Virginia corporation (the "Company"), will be held on
Tuesday, May 31, 2000, at 10:00 a.m., local time, at the offices of Information
Analysis Incorporated, 11240 Waples Mill Road, Suite 400, Fairfax, Virginia
22030, for the following purposes:
1. To elect four (4) directors to serve for the ensuing year;
2. To ratify the selection of independent auditors for fiscal 2000,
3. To authorize increasing the number of options in the Company's 1996
Stock Option Plan from 2,575,000 to 3,075,000,
4. To authorize the Amendment of the Corporation's Articles of
Incorporation in the form set forth in the Proxy Statement following
this Notice for the purpose of amending Article Three of the Articles
of Incorporation by increasing the authorized number of shares of
Common Stock from 15,000,000 to 30,000,000,
5. To consider and act upon any matter incidental to the foregoing and
any other matters which may properly come before the meeting or any
adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
The Board of Directors has fixed the close of business on April 14, 2000 as the
record date for determination of stockholders entitled to notice of and vote at
the and at any adjournment thereof.
All stockholders are cordially invited to attend the meeting. However, to
assure that a quorum is present at the meeting on May 31, 2000, please mark,
sign, date and return the enclosed proxy as promptly as possible in the postage-
prepaid envelope enclosed for that purpose whether or not you expect to attend
the meeting. Any stockholder attending the meeting may vote in person even if
such stockholder has returned a proxy.
By Order of the Board of Directors,
Richard S. DeRose
Secretary
11240 Waples Mill Road, Suite 400
Fairfax, Virginia 22030
April 18, 2000
INFORMATION ANALYSIS INCORPORATED
11240 Waples Mill Road, Suite 400
Fairfax, Virginia 22030
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PROXY STATEMENT
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April 18, 1999
The enclosed Proxy is solicited by the Board of Directors of INFORMATION
ANALYSIS INCORPORATED, a Virginia corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held at the offices of the Company, 11240
Waples Mill Road, Suite 400; Fairfax, Virginia 22030 at 10:00 a.m. on Tuesday,
May 31, 2000 and at any adjournment or adjournments thereof.
On April 14, 2000 there were 9,581,473 shares of Common Stock (the "Common
Stock") outstanding. Stockholders of record at the close of business on April
14, 2000 will be entitled to vote at the meeting or any adjournment thereof.
The Company has no other voting securities.
Each share of Common Stock entitles the holder to one vote with respect to all
matters submitted to stockholders at the meeting. A quorum for the meeting is a
majority of the shares outstanding. The proposals to be voted upon by the
stockholders of the Company require the votes of a majority of the voting
securities present at the meeting for approval, except as to proposal four which
requires a vote of more than 50% of the outstanding shares as of the record
date. Abstentions and broker non-votes (which result when a broker holding
shares for a beneficial holder in "street name" has not received timely voting
instructions on certain matters from such beneficial holder and the broker does
not have discretionary voting power on such matters) are counted for purposes of
determining the presence or absence of a quorum at the meeting. Abstentions are
counted in tabulation of the votes cast on proposals presented to stockholders,
whereas broker non-votes are not counted for purposes of determining whether a
proposal has been approved.
The Directors and officers of the Company as a group own approximately 22.7% of
the outstanding voting securities of the Company. Each of the Directors and
officers has indicated his intent to vote all shares of Common Stock owned or
controlled by him in favor of each item set forth herein.
Execution of a Proxy will not in any way affect a stockholder's right to attend
the meeting and vote in person. The Proxy may be revoked at any time before it
is exercised by written notice to the Secretary prior to the Annual Meeting or
by giving to the Secretary a duly executed Proxy bearing a later date than the
Proxy being revoked at any time before such Proxy is voted, or by appearing at
the Annual Meeting and voting in person. The shares represented by all properly
executed Proxies received in time for the meeting will be voted as specified
therein. In the absence of a special choice, shares will be voted in favor all
items set forth herein.
The Board of Directors knows of no other matter to be presented at the meeting.
If any other matter should be presented at the meeting upon which a vote may be
taken, such shares represented by all Proxies received by the Board of Directors
will be voted with respect thereto in accordance with the judgment of the person
named in the Proxies. The Board of Directors knows of no matter to be acted
upon at the meeting that would give rise to appraisal rights for dissenting
stockholders.
This Proxy Statement and the accompanying Proxy were first mailed to
stockholders on or about April 18 2000.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Directors of the Company are elected annually and hold office until the next
annual meeting of stockholders and until their successors have been elected and
qualified. A board of four (4) directors is to be elected at the meeting.
Shares represented by all proxies received and not so marked as to withhold
authority to vote for any individual Director or for all Directors will be voted
(unless one or more nominees are unable or unwilling to serve) for the election
of the nominees named below.
The Board of Directors of the Company currently consists of one member who is
the Chief Executive Officer of the Company (Sandor Rosenberg), and three non-
employee members ( Charles A. May, Jr., Bonnie K. Wachtel, and James D. Wester).
During the period commencing January 1, 1999 and ending December 31, 1999
("fiscal 1999"), there were five (5) meetings of the Board of Directors of the
Company. During 1999 each director of the Company attended 75% or more of the
aggregate meetings of the board and the committees of the board of which he or
she served, except for Mr. Wester who attended 40% of the meetings.
Messrs. Wester (Chairman) and May and Ms. Wachtel served as members of the Audit
Committee of the Board of Directors of the Company. The Audit Committee held two
(2) meetings during fiscal 1999. The Audit Committee is responsible for
recommending and selecting the appointment of outside auditors, reviewing
financial reports of the Company and performing such other functions as directed
from time to time by the Board.
Ms. Wachtel (Chariman) and Messrs. May and Rosenberg served as members of the
Compensation Committee of the Board of Directors of the Company. There were no
committee meetings during 1999.
The Board of Directors currently does not have a standing nominating committee
or a committee performing similar functions. The Board will, as a matter of
policy, give consideration to nominees recommended by stockholders. A
stockholder who wishes to recommend a future nominee should direct his or her
recommendation in writing to the Company's Board of Directors.
The terms of all current directors of the Company will expire at the time of the
2001 Annual Meeting. The Company proposes for re-election as directors of the
Company each of Messrs. Rosenberg, May, and Wester, and Ms. Wachtel for a term
ending at the 2001 Annual Meeting. If you do not wish your shares to be voted
for any particular nominee, please identify the exceptions in the appropriate
space provided on the proxy card.
If at the time of the meeting, one or more of the nominees have become
unavailable to serve, shares represented by proxies will be voted for the
remaining nominees and for any substitute nominee or nominees designated by the
Board of Directors or, if none, the size of the Board will be reduced. The Board
of Directors knows of no reason why any of the nominees will be unavailable or
unable to serve.
All nominees are currently Directors of the Company and have served continuously
since the date of their election shown below. The following table sets forth,
for each nominee, the nominee's age and the date such nominee became a director
of the Company. Following the table is a brief description of each nominee's
principal occupation for at least the past five years.
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Name of Nominee Age Director Since
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Sandor Rosenberg 53 1979
James C. Wester 61 1985
Bonnie K. Wachtel 44 1992
Charles A. May, Jr. 62 1997
Sandor Rosenberg, 53, has been President and Chairman of the Board since
1979. Mr. Rosenberg holds a B.S. degree in Aerospace Engineering from Rensselear
Polytechnic Institute, and has done graduate studies in Operations Research at
George Washington University.
James D. Wester, 61, has been a Director since 1985. He has been a computer
services marketing consultant for more than 15 years. Since 1984, he has been
president of Results, Inc. Mr. Wester obtained a B.M.E. degree from Auburn
University and an M.B.A. from George Washington University.
Bonnie K. Wachtel, 44, has been a Director since 1992. Since 1984, she has
served as vice president and general counsel of Wachtel & Co., Inc., investment
bankers in Washington, D.C. Ms. Wachtel holds BA and MBA degrees from the
University of Chicago and a JD from the University of Virginia. She is a
director of Integral Systems, Inc., a provider of computer systems and software
for the satellite communications market; and VSE Corporation, a provider of
technical services to the federal government.
Charles A. May, Jr., 62, is a consultant focusing on national security and
defense conversion issues. In 1992, he retired as a Lt. General from the Air
Force where he last served as Assistant Vice Chief of Staff, Headquarters US Air
Force, Washington, D.C. He is a graduate of the U.S. Air Force Academy, where
he once served as an Associate Professor of Political Science. General May has
also graduated from the NATO Defense College and has completed the University of
Pittsburgh's Management Program for Executives.
Director Compensation
Directors of the Company who are not executive officers of the Company receive a
stipend of $500 per quarter plus reimbursement of reasonable expenses incurred
in attending meetings. In addition to the foregoing, all Directors except Mr.
Rosenberg receive stock option grants. The granting of options to Directors is
not currently executed according to a formal Directors Stock Option Plan or
agreement. Options grants of 5,000 shares were made to each Director except Mr.
Rosenberg in the fiscal year ended December 31, 1999.
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Vote Required and Recommendation of the Board of Directors
Each stockholder of the Company will have one vote for each share of Common
Stock such stockholder holds in the Company. Votes withheld will be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business at the meeting, but have no other legal effect upon election of
directors under Virginia law.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE
NOMINEES SET FORTH HEREIN.
Executive Officers
The current executive officers of the Company are Sandor Rosenberg, Chairman and
Chief Executive Officer; Richard S. DeRose, Executive Vice President, Chief
Financial Officer, Treasurer, and Secretary and Stanley A. Reese, Senior Vice
President and Chief Operating Officer. There are no family relationships among
any of the executive officers, directors, or persons nominated to become
directors of the Company. The executive officers are chosen annually at the
first meeting of the Board of Directors following the annual meeting of
stockholders and serve for one year and until their successors are chosen and
qualify.
The previous identification of directors sets forth the age, business
experience, and certain other information regarding Mr. Rosenberg.
Richard S. DeRose, 61, joined the Company in 1991 upon the acquisition of
DHD, Inc., a company founded by Mr. DeRose and of which he was President and
Chief Executive Officer. Prior to DHD, Mr. DeRose held several management
positions in the information technology and telecommunication industries at RCA,
Burroughs, and MCI. Mr. DeRose holds a BS degree in Science from the US Naval
Academy and an MS degree in Computer Systems Management from the US Naval Post
Graduate School.
Stanley A. Reese, 43, joined the Company in 1993. Mr. Reese has been
Senior Vice President since 1997 and Chief Operating Officer since March 1999.
From 1992 to 1993, he served as Vice President, Technical Services at Tomco
Systems, Inc. Prior to Tomco Systems, he served as Senior Program manager at
ICF Information Technology, Inc. Mr. Reese has over 17 years experience
managing and marketing large scale mainframes.
Security Ownership of Certain Beneficial Owners & Management
The following table sets forth, as of March 15, 2000, the number of shares and
percentage of the Company's Common Stock owned by all persons known by the
Company to own beneficially more than 5% of the Company's Common Stock, by each
director, by each executive officer named in the Summary Compensation Table, and
by all directors and executive officers as a group. This information has been
obtained in part from such persons and in part from the Company's records. Each
person has sole voting and investment power with respect to the shares indicated
except for shares which may be acquired upon exercise of options and as
otherwise noted.
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NAME AND ADDRESS OF SHARES BENEFICIALLY
BENEFICIAL OWNER (1) OWNED (2) % OF CLASS
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Sandor Rosenberg, Chairman, CEO, and
Director 1,902,800 20.1%
Richard S. DeRose, Executive Vice
President 165,900 (3) 1.7%
Stanley A. Reese, Senior Vice
President 134,750 (4) 1.4%
Charles A. May, Jr., Director 16,000 (5) *
Bonnie K. Wachtel, Director 112,800 (6) 1.2%
James D. Wester, Director 383,500 (7) 3.9%
Kenneth Parsons 712,500 (8) 7.0%
Traditions LP 1,500,000 (9) 15.0%
All directors and executive officers
as a group 2,715,750 (10) 27.0%
*less than 1%
(1) The address of all beneficial holders is in care of the Company, except Ms.
Wachtel, whose address of record is 1101 14th St. NW, Washington, DC 20001,
Kenneth Parsons, whose address of record is 4318 Pennbrooke Court, West
River, MD 20764, and Traditions LP, whose address of record is 1717 Main
Street, Suite 2500, Dallas, TX 75201.
(2) All shares are held outright by the individuals listed. References to
options and warrants include all options and warrants exercisable within 60
days of March 15, 2000.
(3) Includes options on 117,900 shares.
(4) Includes options on 128,750 shares
(5) Includes options on 16,000 shares.
(6) Includes options on 13,000 shares.
(7) Includes warrants for 108,000 shares, and options on 185,000 shares.
(8) Includes options on 712,500 shares.
(9) Includes warrants on 500,000 shares.
(10) Includes options on 473,650 shares and warrants for 108,000 shares.
Executive Compensation
The Summary Compensation Table below sets forth individual compensation
information for the Chief Executive Officer and the other executive officers
serving as executive officers as of December 31, 1999
(collectively "Named Executive Officers"):
Summary Compensation Table
Name and Principal Annual Compensation Securities Underlying
--------------------------
Position Year Salary Bonus Options (#)
- -------- ---- ------ ----- -------
Sandor Rosenberg 1999 $ 76,457 -- --
Chairman of the Board and 1998 $102,083 -- --
Chief Executive Officer 1997 $100,375 -- --
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Richard S. DeRose 1999 $ 97,617 -- 20,000
Executive Vice President 1998 $150,010 -- --
Chief Financial Officer 1997 $110,835 $27,500 5,000
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Stanley A. Reese 1999 $ 97,867 20,000
Senior Vice President and 1998 $135,827 -- 50,000
Chief Operating Officer 1997 $103,382 -- 5,000
No Named Executive Officer has received any perquisite or benefit, securities,
or property that exceeded
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the lesser of $50,000 or 10% of the total annual salary and bonus reported for
such executive officer.
Option Grants in Last Fiscal Year
The following table sets forth all option grants during 1999 to all
executive officers:
Option Grants in Last Fiscal Year
% of Total Options Granted To Exercise
Name Granted Employees in Fiscal Year Price Expiration Date
- ---- ------- ------------------------ -------- ---------------
Richard S. DeRose 20,000 18.6% $0.59 05/11/09
Stanley A. Reese 20,000 18.6% $0.59 05/11/09
The following table depicts option exercise activity in the last fiscal year and
fiscal year-end option values with respect to each of the Named Executive
Officers. The value of unexercised in-the-money options at December 31, 1999
equals the market value of the underlying common stock at December 31, 1999
minus the option exercise price. The fair market value of the Company's common
stock at December 31, 1999 was $0.844.
Aggregated Option Exercises in Last Fiscal Year and FY End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Value Options at 12/31/99 12/31/99
Acquired on ----- -------------------------------- --------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- ----------- ----------- ------------- ----------- -------------
Richard S. DeRose -- 117,900 $42,438 --
Stanley A. Reese -- 128,750 $ 8,615 --
Compliance With Section 16(a) of The Exchange Act
Section 16(a) ("Section 16(a)") of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires executive officers and Directors and
persons who beneficially own more than ten percent (10%) of the Company's Common
Stock to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission (the "Commission") and any national
securities exchange on which the Company's securities are registered. Executive
officers, Directors and greater than ten percent (10%) beneficial owners are
required by the Commission's regulations to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the Company
and written representations from the executive officers and Directors, the
Company believes that all Section 16(a) filing requirements applicable to its
executive officers, Directors and greater than ten percent (10%) beneficial
owners were satisfied, except for Traditions LP and any filing required in
connection with option grants.
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PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors, on the recommendation of its Audit Committee, has
selected the firm of Rubino & McGeehin, Chtd. ("Rubino & McGeehin"), independent
auditors, as auditors of the Company for the fiscal year ending December 31,
1999.
A representative of Rubino & McGeehin will not be present at the Annual Meeting
and will not make a statement or be available to answer questions from
stockholders
Although stockholder approval of the Board of Directors' selection of Rubino &
McGeehin is not required by law, the Board of Directors believes that it is
advisable to give stockholders an opportunity to ratify this selection.
If this proposal is not approved at the Meeting, the Board of Directors will
reconsider its selection of Rubino & McGeehin.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" SO AS TO RATIFY THE SELECTION OF
RUBINO & MCGEEHIN AS THE COMPANY'S NEW INDEPENDENT ACCOUNTANTS.
PROPOSAL THREE
INCREASE OF SHARES IN OPTION PLAN
In 1996, the Company adopted the Information Analysis Incorporated 1966 Stock
Option Plan. After amendments, 2,575,000 shares of Common Stock were allocated
to this plan of which 180,900 options remain for future grant. The Company
believes that in order to attract additional personnel, it will require the
ability to grant more options than are currently available under the 1996 Stock
Option Plan. For this reason, the Board of Directors has proposed that the 1996
Stock Option Plan be amended so as to increase by 500,000 the number of options
which can be granted under this plan thereby increasing the options allocated to
this plan from 2,575,000 to 3,075,000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" SO AS TO INCREASE THE NUMBER OF
OPTIONS UNDER THE COMPANY'S 1996 STOCK OPTION PLAN FROM 2,575,000 TO 3,075,000.
PROPOSAL FOUR
AMENDMENT OF ARTICLES OF INCORPORATION
The Company's Amended and Restated Articles of Incorporation authorize the
issuance of 15,000,000 shares of the Company's $.01 par value Common Stock.
Currently, after accounting for all shares of Common Stock which are issued and
outstanding, are issuable under options (either granted or available for grant)
and warrants, 2,176,938 shares are available for future issuance. (If Proposal
Three is adopted, 1,676,938 shares will be available.) The Board of Directors
believes the Company may require the availability of a greater number of shares
in order to complete acquisitions in the future when, and if, they arise. For
this reason, the Board of Directors, thought it prudent to now provide for these
shares as opposed to having to amend the Articles of Incorporation at such time
as a transaction is proposed which could serve to delay the Company's ability to
complete the transaction. Therefore, the Board has determined, subject to
shareholder approval, to amend Article 3 of the Company's Amended and Restated
Articles of Incorporation so as to increase the Company's authorized shares of
Common Stock by 15,000,0000 or from 15,000,000 to 30,000,000 shares.
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Vote Required and Recommendation
To approve this increase in the authorized number of shares, more than fifty
percent (50%) of the issued and outstanding shares must vote in favor of the
proposal. This means abstentions have the same practical effect as a vote
against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" SO AS TO INCREASE THE COMPANY'S
AUTHORIZED SHARES OF STOCK FROM 15,000,000 TO 30,000,000.
OTHER MATTERS TO COME BEFORE THE MEETING
In addition to the matters described above, there will be an address by the
Chief Executive Officer and a general discussion period during which
stockholders will have an opportunity to ask questions about the business of the
Company.
If any matter not described in this proxy statement should come before the
meeting, it is the intention of the persons named in the enclosed proxy to vote
the shares they represent as the Board of Directors may recommend. At the time
this proxy statement went to press, the Board of Directors knew of no other
matters which might be presented for stockholder action at the meeting.
SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals intended for inclusion in next year's proxy statement should be sent
to the Corporate Secretary of the Company at 11240 Waples Mill Rd. - Suite 400,
Fairfax, VA 22030, and must be received by December 18, 2000.
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SOLICITATION OF PROXIES
The cost of soliciting proxies in the accompanying form will be borne by the
Company. In addition to solicitations by mail, directors, officers, and regular
employees of the Company may solicit proxies in person or by telephone. No
additional compensation will be paid to directors, officers, or regular
employees for such services. Arrangements will be made with banks, brokerage
houses, and other custodians, nominees, and fiduciaries to forward solicitation
material to the beneficial owners of stock held of record by such persons or
firms, and the Company will reimburse such persons of firms for reasonable out-
of-pocket expenses incurred by them in so doing.
REVOCATION OF PROXY
Subject to the terms and conditions set forth herein, all Proxies received by
the Company will be effective, notwithstanding any transfer of the shares to
which such Proxies relate, unless prior to the meeting the Company receives a
written notice of revocation signed by the person who, as of the record date,
was the registered holder of such shares. The Notice of Revocation must
indicate the certificate number or numbers of the shares to which such
revocation relates and the aggregate number of shares represented by such
certificate(s).
ANNUAL REPORT
The Company is providing to each stockholder, without charge, a copy of the
Company's annual report, including the financial statements for the Company's
most recent fiscal year ended December 31, 1999.
MISCELLANEOUS
The management does not know of any other matters which may come before the
meeting. However, if any other matters are properly presented to the meeting,
it is the intention of the person named in the accompanying Proxy to vote, or
otherwise act, in accordance with his judgment on such matters.
By Order of the Board of Directors
Richard S. DeRose, Secretary
Dated: April 18, 2000
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INFORMATION ANALYSIS INCORPORATED
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INFORMATION
ANALYSIS INCORPORATED
The undersigned hereby appoints Richard S. DeRose with the power to appoint
his substitute, and hereby authorizes him to represent and to vote, as
designated below, all the shares of common stock of Information Analysis
Incorporated held on record by the undersigned on April 14, 2000, at the annual
meeting of the stockholders to be held on May 31, 2000 or any adjournment
thereof.
1. ELECTION OF DIRECTORS
[_] FOR all nominees listed below (except as marked to the contrary
below).
[_] WITHHOLD AUTHORITY to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.
Sandor Rosenberg
James C. Wester
Bonnie K. Wachtel
Charles A. May, Jr.
2. RATIFICATION OF INDEPENDENT AUDITORS
[_] FOR the ratification of Rubino & McGeehin as the independent
auditors.
[_] AGAINST the ratification of Rubino & McGeehin as the independent
auditors.
3. INCREASE OF SHARES IN OPTION PLAN
[_] FOR the increase of shares in Option Plan
[_] AGAINST the increase of shares in Option Plan
[_] ABSTAIN the increase of shares in Option Plan
4. AMENDMENT OF ARTICLES OF INCORPORATION
[_] FOR amendment of Articles of Incorporation
[_] AGAINST amendment of Articles of Incorporation
[_] ABSTAIN amendment of Articles of Incorporation
[_]
5. In his discretion, the proxy is authorized to vote upon such other
business as may properly come before the meeting.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
IN FAVOR OF THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR, FOR THE SELECTION
OF RUBINO & MCGEEHIN AS INDEPENDENT AUDITORS,FOR INCREASE IN SHARES IN OPTION
PLAN, AND AMENDMENT OF ARTICLES OF INCORPORATION.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person. PLEASE MARK,
SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
______________________________
Signature
______________________________
Signature, if held jointly
______________________________
Title (If Applicable)
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