-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pi+2nvpnr8UcZSrqryY0k2/vdrS6IbRSyXD1b2FGYG4ms/Z83N1KZhJ41C5bGN2/ Jj//kePfBFQXDMr5Oy8X6g== 0000753048-97-000002.txt : 19970108 0000753048-97-000002.hdr.sgml : 19970108 ACCESSION NUMBER: 0000753048-97-000002 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970218 FILED AS OF DATE: 19970107 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANALYTICAL SURVEYS INC CENTRAL INDEX KEY: 0000753048 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 840846389 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13111 FILM NUMBER: 97501954 BUSINESS ADDRESS: STREET 1: 1935 JAMBOREE DR STREET 2: SUITE 100 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 BUSINESS PHONE: 7195930093 MAIL ADDRESS: STREET 1: 1935 JAMBOREE DRIVE STREET 2: SUITE 100 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 DEF 14A 1 PROXY STATEMENT Analytical Surveys, Inc. 1935 Jamboree Drive Colorado Springs, Colorado 80920 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS February 18, 1997 Notice is hereby given that an Annual Meeting of Shareholders of Analytical Surveys, Inc. ("Company" or "ASI"), a Colorado corporation, will be held on February 18, 1997 at 3:30 P.M. MST at the Marriott Hotel, 5580 Tech Center Drive, Colorado Springs, Colorado, for the following purposes: 1. To elect six Directors to serve, subject to the provisions of the By- laws, until the next Annual Meeting of the Shareholders and until the election and qualification of their respective successors; and 2. To ratify the selection of KPMG Peat Marwick LLP as the independent public accountants for the Company for the year ending September 30, 1997; and 3. To act upon such other business as may properly come before the meeting or any adjournment or postponement thereof. The Company's Board of Directors has fixed the close of business on January 3, 1997 as the record date for determining those shareholders who will be entitled to vote at the meeting. Representation of at least a majority of all outstanding shares of Common Stock of the Company is required to constitute a quorum. Accordingly, it is important that your stock be represented at the meeting. A Proxy statement explaining the matters to be acted upon at the meeting is enclosed. Also enclosed is a copy of the Annual Report of the Company for the fiscal year ended September 30, 1996. Whether or not you plan to attend the meeting, please complete, date and sign the enclosed proxy card and return it in the enclosed envelope. Your proxy may be revoked at any time prior to the time it is voted. By Order of the Board of Directors /s/ Scott C. Benger Scott C. Benger Secretary/Treasurer January 7, 1997 Analytical Surveys, Inc. 1935 Jamboree Drive Colorado Springs, Colorado 80920 PROXY STATEMENT Annual Meeting of Shareholders to be held on February 18, 1997 This Proxy Statement is submitted with the Notice of the Annual Meeting of Shareholders of Analytical Surveys, Inc. ("Company" or "ASI") to be held on February 18, 1997 at 3:30 P.M. MST at the Marriott Hotel, 5580 Tech Center Drive, Colorado Springs, Colorado. The specific purposes to be considered and acted upon at the Annual Meeting are summarized as follows: 1. To elect six Directors to serve, subject to the provisions of the By- laws, until the next Annual Meeting of the Shareholders and until the election and qualification of their respective successors; and 2. To ratify the selection of KPMG Peat Marwick LLP as the independent public accountants for the Company for the year ending September 30, 1997 and 3. To act upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Each of the foregoing proposals is described in more detail in subsequent sections of this Proxy Statement. Solicitation of Proxies The accompanying form of proxy is being solicited on behalf of the Board of Directors of the Company. The Proxy Statement and the proxies solicited hereby are being first sent or delivered to shareholders of the Company on or about January 7, 1997. Subject to the conditions hereinafter set forth, the shares represented by each Proxy executed in the accompanying form of Proxy will be voted at the Annual Meeting in accordance with the instructions therein. The Proxy will be voted for management's nominees for Directors and for each other proposal therein specified, unless a contrary choice is specified. The expenses of the solicitation of proxies for the meeting, including the cost of preparing, assembling and mailing the Notice, Proxy, Proxy Statement and return envelopes, the handling and tabulation of proxies received and charges of brokerage houses and other institutions, will be paid by the Company. A Proxy executed in the form enclosed may be revoked by the person signing the same at any time before the authority thereby granted is exercised by giving written notice to the Secretary of the Company, by receipt of a proxy properly signed and dated subsequent to an earlier proxy, or by casting a vote at the meeting. Officers, Directors and principal shareholders of the Company are the beneficial owners of outstanding Shares of the Company. Such Officers, Directors and principal shareholders intend to vote for all proposals, which votes do not of themselves assure the ratification or approval of any of the proposals. Outstanding Voting Securities and Voting Rights The holders of record of the Common Stock of the Company at the close of business on January 3, 1997, will be entitled to notice of, and to vote at, the meeting. Each holder of Common Stock will be entitled to one vote for each share of stock so held. There are no cumulative voting rights. The Company effected a three for two stock split effective July 1, 1996. All share quantities listed in this proxy statement have been adjusted to properly reflect this stock split. The Company issued 345,000 shares in connection with the acquisition of the net assets of Intelligraphics, Inc. on December 22, 1995. These shares are subject to restrictions on both transfer and voting for a period of two years and are held in a voting trust. The trustees of the voting trust are the Directors of the Company. The trustees are required to vote these shares in the same proportion as all other shares voted, except in the event of certain capital transactions, such as a sale or merger of the Company, in which event the shares will be voted as directed by their beneficial owners. On the record date, January 3, 1997, there were 4,889,401 shares of Common Stock outstanding and entitled to vote. The presence in person or by proxy of at least 2,444,701 shares will constitute a quorum. Voting Securities and Principal Shareholders The following tables show, as of December 31, 1996, the stock ownership of (a) all persons known by the Company to be the beneficial owner of more than five percent (5%) of the Company's common stock and (b) each nominee for election as a Director of the Company and all Officers and Directors as a group: (a) Beneficial owners of more than 5% of the Company's Common Stock: Name and Address Shares of Stock Percent Title of of Beneficial Beneficially of Class Owner Owned Class ------------- ---------------------------- --------------- ------- Common Stock* A. William Heulsman 235 West Broadway, Suite 40 Waukesha, Wisconsin 53186 268,800 5.50% * The shares beneficially owned by Mr. Heulsman are restricted shares held in the voting trust described as "Outstanding Voting Securities and Voting Rights" on the previous page. (b) Nominees for election as Director, and all Directors and Officers: Name Shares of Stock Percent Title of of Beneficial Beneficially of Class Owner Owned Class ------------ --------------------- --------------- ------- Common Stock John A. Thorpe 503,550 10.30% Common Stock Sidney V. Corder 8,400 * Common Stock Richard P. MacLeod 2,100 * Common Stock James T. Rothe 2,250 * Common Stock Robert H. Keeley 4,500 * Common Stock Willem H. J. Andersen 0 * Common Stock All Directors and Officers as a Group (9 persons) 543,206 11.11% * Less than one percent (1%) Board of Directors Directors' Compensation Directors who were not also employees of the Company (the "outside directors") receive a retainer of $6,500 per year, paid quarterly. Directors who are also employees of the Company, do not receive any additional compensation for their service on the Board of Directors. The outside directors also receive stock option awards under the 1993 Non-Qualified Stock Option Plan approved by the shareholders at the February 23, 1993 Annual Meeting. Pursuant to the 1993 Plan, such outside directors are granted nine thousand (9,000) options per year for the life of the plan. Mr. Andersen also received 11,250 options in 1996 and his consulting firm, A&S Consulting, Ltd., received $9,000 in compensation for consulting services. The consulting assignment is expected to be completed in January 1997. Directors' Meetings and Committees During the year ended September 30, 1996, the Board of Directors met ten times. Each Director standing for reelection was present for at least seventy-five (75%) percent of the meetings of the Board of Directors except Mr. MacLeod who was present for sixty (60%) percent of the meetings. The Compensation Committee is chaired by Robert H. Keeley with all of the Board's outside directors as members. The Compensation Committee met three times during 1996. The Compensation Committee does not include any employees or former or current officers of the Company. There are no "interlocking" membership between ASI's Compensation Committee and any other company's compensation committee. The Audit Committee is chaired by James T. Rothe with all of the Board's outside directors as members. The audit committee met once during 1996. There is no nominating committee of the Board. Election of Directors The persons named below have been nominated for election as directors to serve until the next Annual Meeting of Shareholders in 1998 and until their successors are elected and qualified. All of the nominees are presently Directors of the Company. It is the intention of the persons named as proxies in the accompanying form of Proxy to vote FOR the election of the persons named below. If any such person should be unable to serve or become unavailable for any reason, or if a vacancy should occur before the election (which events are not anticipated), the Proxy will be voted for such other person or persons as shall be determined by the persons named in the Proxy in accordance with their judgment. The names of the intended nominees, their principal occupations for the past five years, the year each first became a Director, and their ages are as follows: John A. Thorpe: (62) Mr. Thorpe, the Chairman of the Board and Chief Technical Officer, is the founder of Analytical Surveys, Inc. He holds a Master of Science in Photogrammetric Engineering from the International Training Center for Aerial Survey in Holland and a B.S. in Geography and Mathematics from Rhodes University in South Africa. Mr. Thorpe has been employed by the Company on a full time basis since he founded the Company in 1981. Mr. Thorpe is a Certified Photogrammetrist and has presented various technical papers on computerized mapping methods in the United States, South Africa and Europe. Sidney V. Corder: (54) Mr. Corder was elected to serve as a Director of the Company on November 6, 1992 and is the President and Chief Executive Officer of the Company. Mr. Corder joined the Company in August 1990 as President and became the Chief Executive Officer in 1993. From 1979 to 1990 Mr. Corder served Cubic Corporation, most recently as President, Cubic Western Data. He holds certificates of completion from the Executive Institute at the Graduate School of Business, Stanford University and the Managerial Policy Institute, University of Southern California. Richard P. MacLeod: (59) Mr. MacLeod was elected to serve as a Director of the Company on December 17, 1987. Mr. MacLeod is President of the United States Space Foundation. Mr. MacLeod received a B.A. degree in Government Studies from the University of Massachusetts. He received a Master of Arts degree in International Relations from the University of Southern California and is also a graduate of the Armed Forces Staff College and the National War College and was honored as a Distinguished Graduate of the Industrial College of the Armed Forces. During his 24 year career in the U.S. Air Force, Mr. MacLeod served in a wide variety of staff positions throughout the world. His most recent assignments included Chief of Staff, North American Aerospace Defense Command, 1981-1984, and a two year assignment as the first Air Force Space Command Chief of Staff. James T. Rothe: (53) Dr. Rothe was elected to serve as a Director of the Company on December 17, 1987. Dr. Rothe is a Professor of Business at the College of Business and Administration, University of Colorado at Colorado Springs. He served as Dean of the College of Business and Administration, University of Colorado at Colorado Springs from 1986 to 1994. Dr. Rothe earned his B.B.A., M.B.A. and Ph.D. degrees from the University of Wisconsin-Madison. Dr. Rothe has been involved in academic and industrial activities throughout his career. From 1967 to 1979, Dr. Rothe held teaching and administrative positions at the University of Colorado and Southern Methodist University. In 1979, Dr. Rothe became the Vice President, Marketing for Pearle Vision Centers, a unit of Pearle Optical Group. From 1983 to 1986, Dr. Rothe served as President of the Texas State Optical Company, a division of Pearle Health Services, Inc. He then served as President of Pearle Vision Center and Texas State Optical Company, divisions of Pearle Health Services, Inc. Dr. Rothe has published extensively in the Marketing and Strategic Management areas and has served as a consultant to numerous corporations throughout the United States. Robert H. Keeley: (55) Dr. Keeley was elected to serve as a Director of the Company on December 11, 1992. Since September 1992, Dr. Keeley has been the El Pomar Professor of Business Finance at the College of Business and Administration, University of Colorado at Colorado Springs, where he also is associated with the Colorado Institute for Technology Transfer and Implementation (CITTI). Dr. Keeley also serves on the boards of directors of Simtek Corporation and Molecular Dynamics, Inc. From 1986 to 1992 he was associate professor of industrial engineering at Stanford University. Prior to 1986 he was a venture capitalist, serving as a general partner in Hill, Keeley and Kirby (1984-1985), and as vice president and general partner in Electro-Science Management Corporation (1970-1984). Dr. Keeley earned a B.S. in Electrical Engineering at Stanford University, an M.B.A. from Harvard University and a Ph.D. Business Administration from Stanford University. Willem H. J. Andersen: (55) Mr. Andersen was appointed to serve as a Director of the Company on October 24, 1995. He presently is a consultant with the National Semiconductor Corporation and is a member of the board of directors of Iomega Corporation. He spent more than 15 years with various divisions of Phillips N.U. of the Netherlands, including president and chief executive officer of Laser Magnetic Storage International Company, a North American Phillips company. Mr. Andersen earned an IR degree (equivalent to a Ph.D.) in Electron Physics and Electron Optics at Technological University Delft, in Delft, The Netherlands and completed the Advanced Management Program at Harvard University. Executive Officers The executive officers are listed below. Mr. Thorpe and Mr. Corder are also members of the Board of Directors and their biographical information is presented above. Name Position Officer since -------------- ----------------------- ------------- Sidney V. Corder President and Chief Executive Officer 1990 John A. Thorpe Chief Technical Officer 1981 Scott C. Benger Secretary/Treasurer and 1990 Sr. Vice President, Finance Raymond R. Mann Sr. Vice President, Business 1992 Development and Contracts William D. Nantell Sr. Vice President and 1995 President, Intelligraphics Division Scott C. Benger: (47) Mr. Benger joined the Company in September 1990 as controller. He became Secretary/Treasurer and Vice President, Finance in January 1991 and Senior Vice President, Finance in November 1993. Mr. Benger was a legal administrator for five years before joining the Company. Mr. Benger received a B.S. Business Administration from the University of Nebraska. Raymond R. Mann: (49) Mr. Mann joined the Company in August 1992 as Vice President, Operations. He became Senior Vice President, Business Development and Contracts in November 1993. Prior to joining the Company, Mr. Mann was a senior consultant in the Geographic Information Systems practice of an international engineering firm. Mr. Mann received a B. A. from the University of Nebraska at Omaha and a M.S. in Public Administration from Virginia Polytechnic College. William D. Nantell: (47) Mr. Nantell joined the Company in December 1995 as President of the Intelligraphics International division and was appointed a Senior Vice President in February 1996. Mr. Nantell served as President and Chief Operating Officer of Intelligraphics International Inc. from 1991 until its acquisition by the Company. He received a B.A. in Management from the University of Wisconsin at Whitewater. There are no arrangements or understandings between any officer and any third parties pursuant to which the above officers were selected. There are no proceedings to which any of the Company's officers or directors is a party adverse to Analytical Surveys, Inc. Executive Compensation The following three tables set forth the compensation paid to and information related to stock options granted to the Chief Executive Officer and the executive officers.
Summary Compensation Table Long Term Compensation Annual Compensation Awards All Other Name and Other Annual Stock Compensa- Principal Salary Bonus Compensation Options(1) tion(2) Position Year ($) ($) ($) (#) ($) - -------- ---- ----- ----- ----- ----- ------- Sidney V. Corder President and 1996 163,578 102,487 (3) 22,500 7,308 Chief Executive 1995 141,711 69,387 (3) 202,500 6,872 Officer 1994 136,339 65,894 (3) 22,500 6,648 John A. Thorpe Chairman and 1996 145,422 46,220 (3) 9,000 15,232 Chief Technical 1995 141,000 38,235 (3) 15,000 15,143 Officer 1994 140,539 39,536 (3) 22,500 15,134 Scott C. Benger Secretary/Treasurer 1996 92,845 62,248 (3) 21,000 1,857 and Senior Vice 1995 83,308 33,985 (3) 15,000 1,666 President 1994 77,538 26,357 (3) 15,000 1,551 Raymond R. Mann Senior Vice 1996 87,539 39,000 (3) 12,666 1,753 President 1995 82,015 33,910 (3) 15,000 1,640 1994 76,038 26,000 (3) 15,000 1,521 William D. Nantell 1996 (4) 96,663 18,600 (3) 7,500 1,997 Sr. Vice President and President Intelligraphics Division
(1) Long term compensation consists of stock options only. There were no restricted stock nor other long term incentive plans, therefore columns for "Restricted Stock Awards" and "LTIP Payouts" are omitted. (2) Other compensation includes deferred compensation accrued (Mr. Thorpe only), life insurance premiums and employer's matching contributions to the 401(k) Incentive Savings Plan. (3) Less than 10%. (4) For the period from December 22, 1995 (date of hire) through September 30, 1996. Option Grants in Last Fiscal Year % of Total Options Options To All Exercise Expiration Name Granted Employees Price Date Sidney V. Corder 22,500 9% $11.083 April 2006 John A. Thorpe 9,000 4% 11.083 April 2006 Scott C. Benger 21,000 9% 11.083 April 2006 Raymond R. Mann 12,000 5% 11.083 April 2006 William Nantell 7,500 3% 11.083 April 2006
Aggregated Option Exercises in Last Fiscal Year and FY-End Values Value of Number of Unexercised Unexercised In-the-Money Options at Options at FY-end (#) FY-end ($) Shares Value Acquired Realized Exercisable/ Exercisable/ Name on Exercise (#) ($) Unexercisable Unexercisable ---- --------------- ----- ------------- ------------- Sidney V. Corder 39,375 414,375 Exercisable 113,250 $ 736,250 Unexercisable 129,375 679,225 ------- --------- Total 242,625 $1,415,475 ======= ========== John A. Thorpe 0 0 Exercisable 123,794 $1,159,702 Unexercisable 22,125 105,469 ------- -------- Total 145,919 $1,265,171 ======= ========= Scott C. Benger 11,250 80,625 Exercisable 43,500 $397,187 Unexercisable 32,250 87,813 ------- ------- Total 75,750 $485,000 ======= ======= Raymond R. Mann 25,000 211,667 Exercisable 23,750 $198,021 Unexercisable 23,250 87,813 ------- ------- Total 47,000 $285,834 ======= ======= William D. Nantell 0 0 Exercisable 0 $ 0 Unexercisable 7,500 0 ------ -- Total 7,500 $ 0 ====== ==
Employment Contracts and Termination Agreements Four executive officers, Messrs. Thorpe, Corder, Benger and Mann, are employed under separate employment contracts which continue until June 26, 1998 (Thorpe and Corder) or September 20, 1997 (Benger and Mann) and are automatically renewable for successive two year periods thereafter. Mr. Nantell is employed under an employment agreement which expires on December 31, 1996 and may be renewed for one year at the Company's option upon payment of $10,000 to employee. The agreements provide for the following termination provisions: Termination by employee, without cause: Messrs. Thorpe, Corder, Benger and Mann: The Company may accept the employee's resignation upon receipt or the Company may require the employee to continue to perform his duties for up to six months with compensation continuing only through the period of performance. Mr. Nantell: Employee will receive compensation only through the period of performance. Termination by employer, without cause (all five officers): The Company may terminate the employee without cause. The employee will remain on the payroll for twenty-four (24) months (Thorpe and Corder) or twelve (12) months (Benger and Mann) or seven (7) months (Nantell) after such termination without cause. Termination by employer, for cause (all five officers): Employer may terminate employee for cause, meaning failure by the employee to correct, cease, or otherwise alter any action or omission to act that constitutes a material and willful breach of the employment agreement likely to result in material damage to the Company, or willful gross misconduct likely to result in material damage to the Company. Upon termination for cause by the employer, employee shall not receive any termination pay or benefits beyond the date of termination (thirty calendar days after notice of termination). Termination by employee, for cause: Messrs. Thorpe, Corder, Benger and Mann: The employee may resign his employment for cause if the employer fails to correct, cease or otherwise alter any material adverse change in the conditions of the employee's employment caused by (a) a change in ownership of the Corporation; or (b) any change in employee's title, position or the duties assigned to him by the Board of Directors unless employee consents to such change, on terms as mutually agreed. Upon termination for cause by employee, employee shall be continued on the payroll including benefits for thirty-six (36) months (Thorpe and Corder) or eighteen (18) months (Benger and Mann). Mr. Nantell: In the event of a breach by the Employer, meaning a material default by Employer which remains uncured 30 days after Employee gives Employer notice of such breach or any reduction of duties such that Employee ceases to have executive supervisory responsibilities, employee shall be continued on the payroll including benefits for seven (7) months. Pursuant to Mr. Thorpe's employment contract, the Company pays one half the annual premium for a $500,000 "split dollar" life insurance policy on Mr. Thorpe, the beneficiary of which is designated by Mr. Thorpe. Pursuant to the other employment contracts, the Company pays the premium for term life insurance policies in the amounts of $250,000 plus an additional $250,000 accidental death coverage on Mr. Corder, $100,000 plus an additional $100,000 accidental death coverage on Mr. Benger and Mr. Mann, and $150,000 plus an additional $150,000 accidental death coverage on Mr. Nantell with beneficiaries designated by the respective officers. Mr. Thorpe and the Company have entered into a Stock Redemption Agreement which is more fully described in the notes to the financial statements contained in the Annual Report enclosed herewith. Mr. Corder, Mr. Thorpe and Mr. Benger participate in the Incentive Bonus Plan described below. Mr. Mann and Mr. Nantell have been awarded bonuses by the Compensation Committee of the Board of Directors based on the performance of the Company's sales and marketing efforts. Other Compensation Plans On September 26, 1991 the Compensation Committee of the Board of Directors adopted an Incentive Bonus Plan effective for fiscal 1992 and following years. A copy of the Incentive Bonus Plan has been included as an exhibit to ASI's Annual Report on Form 10-K for the year ended September 30, 1992 filed with the Securities and Exchange Commission. The Company maintains two term life insurance policies, each in the amount of $1,000,000, on its Chief Technical Officer, John A. Thorpe. The Company is the owner and the beneficiary under both policies. In addition, the Company maintains a disability buy-out insurance policy covering Mr. Thorpe. The Company is the owner and beneficiary of this policy which will pay the Company $1,000,000 should Mr. Thorpe become disabled and therefore unable to carry out his duties at the Company. All or a portion of the proceeds of the disability buy-out policy, should Mr. Thorpe become disabled, or up to $1,000,000 of the proceeds of one of the life insurance policies in the event of Mr. Thorpe's death would be used to repurchase all or a portion of Mr. Thorpe's stock in accordance with the terms of the Stock Redemption Agreement between the Company and Mr. Thorpe dated February 14, 1989. A copy of the Stock Redemption Agreement was included with the Company's Annual Report on Form 10-K for fiscal 1989 filed with the Securities and Exchange Commission. In October 1988 the Board of Directors approved, and the Company adopted, a 401(k) incentive savings plan for the Company's employees. This 401(k) plan was amended and restated in May 1992 and a copy of the amended and restated plan has been included as an exhibit to ASI's Annual Report on Form 10-K for the year ended September 30, 1992 filed with the Securities and Exchange Commission. Compliance with Section 16(a) of the 1934 Securities Exchange Act The Company is not aware of any instances of late filing of reports required by Section 16(a) of the 1934 Securities Exchange Act for the year ended September 30, 1996. Ratification of Selection of Independent Public Accountants Pursuant to the By-laws of the Company, shareholders will be asked to ratify the selection of KPMG Peat Marwick LLP as independent auditors of the Company for the year ending September 30, 1997. KPMG Peat Marwick LLP has no relationship with the Company except in its capacity as the Company's auditors. A representative of KPMG Peat Marwick LLP is expected to be present at the Annual Meeting and will be available to respond to appropriate inquiries. The Board of Directors recommends that shareholders vote FOR ratification of KPMG Peat Marwick LLP as independent auditors of the Company for the year ending September 30, 1997. It is the intention of the persons named as proxies in the accompanying form of Proxy to vote for ratification of KPMG Peat Marwick LLP as independent auditors of the Company for the year ended September 30, 1997. Shareholder Proposals Shareholder Proposals intended to be considered at the 1997 Annual Meeting of Shareholders must be received by the Secretary of the Company not later than September 15, 1997. Such proposals may be included in next year's Proxy Statement if they comply with certain rules and regulations promulgated by the Securities and Exchange Commission. Annual Report THE ANNUAL REPORT FOR ANALYTICAL SURVEYS, INC., FOR THE YEAR ENDED SEPTEMBER 30, 1996, IS MAILED HEREWITH. COPIES OF THE ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO MAY BE OBTAINED BY REQUEST FROM SCOTT C. BENGER, SECRETARY, 1935 JAMBOREE DRIVE, COLORADO SPRINGS, COLORADO 80920. Other Matters Management is not aware of any matters to come before the meeting which will require the vote of Shareholders other than those matters indicated in the Notice of Shareholder Meeting and this Proxy Statement. However, if any other matter calling for Shareholder action should properly come before the meeting or any adjournments thereof, those persons named as proxies in the enclosed Proxy Form will vote thereon according to their best judgment. By Order of the Board of Directors /s/ Scott C. Benger January 7, 1997 Scott C. Benger Secretary/Treasurer APPENDIX 1 FORM OF PROXY Analytical Surveys, Inc. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD 1935 Jamboree Drive OF DIRECTORS Colorado Springs, Colorado The undersigned hereby appoints John A. Thorpe and James T. Rothe and each of them with full power of substitution, the proxies of the undersigned to vote all shares of Common Stock of Analytical Surveys, Inc., which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Corporation to be held at the Marriott Hotel, 5580 Tech Center Drive, Colorado Springs, Colorado, on February 18, 1997, at 3:30 P.M. Annual Meeting February 18, 1997 1. ELECTION OF DIRECTORS |_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for all (except as marked to the nominees listed below contrary below) John A. Thorpe Sidney V. Corder Richard P. MacLeod James T. Rothe Robert H. Keeley Willem H. J. Andersen INSTRUCTION: To withhold authority for any individual nominee, strike a line through or otherwise strike the nominee's name in the list above. 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997. |_| FOR |_| AGAINST |_| ABSTAIN Please continue on reverse side 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. Dated _________________________, 1997 __________________________________ Signature __________________________________ Signature if held jointly NOTE: Signature should agree with the name on Stock Certificate as printed thereon. Executors, administrators, trustees and other fiduciaries should so indicate when signing. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----