SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
American Access Technologies, Inc.
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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.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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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:
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AMERICAN ACCESS TECHNOLOGIES, INC.
6670 SPRINGLAKE ROAD
KEYSTONE HEIGHTS, FL 32656
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To our Shareholders:
The 2002 Annual Meeting of American Access Technologies, Inc. (the
"Company") will be held at our Keystone Heights facility, 6670 Springlake Road,
Keystone Heights, Florida 32656 on Friday, June 28, 2002, at 10:00 A.M., Eastern
Standard Time, for the following purposes:
1. Elect five directors
2. Ratify Rachlin Cohen & Holtz LLP as the Company's independent
accountants for the fiscal year ending December 31, 2002; and
3. To act upon such other matters as may properly come before the meeting
or any adjournments or postponements thereof.
The President has fixed the close of business on Wednesday, April 24,
2002, as the record date for determining shareholders entitled to notice of and
to vote at the Meeting. Only shareholders of record at the close of business on
that date are entitled to vote at the Meeting.
Date: May 22, 2002 /s/ John Presley
-----------------
John Presley
President
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE THE ENCLOSED
PROXY CARD, AND SIGN, DATE AND RETURN IT PROMPTLY SO THAT YOUR SHARES WILL BE
REPRESENTED. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING IN PERSON AT
THE MEETING AND WILL AVOID THE EXPENSE OF AN ADDITIONAL SOLICITATION.
May 22, 2002
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of American Access Technologies, Inc., (the
"Company"), to be voted at the Annual Meeting of Shareholders to be held on June
28, 2002, and at any adjournment thereof.
Holders of the Company's common stock at the record date are the only security
holders entitled to vote at the Annual Meeting. Shareholders are asked to
complete the enclosed proxy card, and sign, date and return it as promptly as
possible since the holders of record of a majority of the outstanding shares
entitled to vote must be present in person or represented by proxy at the
Meeting in order to hold the Meeting.
Any shareholder returning a proxy may revoke it by casting a ballot at the
Meeting. Any proxy not revoked will be voted as specified by the shareholder. If
no choice is indicated, a proxy will be voted in accordance with the Board of
Directors' recommendations.
At April 24, 2002, the record date, there were 5,878,412 shares of Common Stock
outstanding and entitled to one vote each at the Meeting
This Proxy Statement is first being mailed on or about May 27, 2002.
PROPOSAL 1. ELECTION OF FIVE DIRECTORS
Pursuant to the Company's Articles of Incorporation, the Board of Directors
shall consist of five members elected by the holders of the Common Stock.
Each shareholder has the right to cast the votes represented by his or her
shares for five persons nominated as directors. The five nominees receiving the
most votes cast will be elected. Abstentions and proxies withholding authority
to vote for any or all of the nominees will not count in the vote since the five
nominees receiving the most votes actually cast will be elected.
The persons named in the enclosed proxy card will vote to elect the five (5)
nominees named below unless contrary instructions are given in the proxy card.
Each director is to hold office until the next Annual Meeting and until his
successor is elected and qualified.
The names and certain information concerning the persons nominated by the Board
of Directors for election as directors by the Common Shareholders at the Meeting
are set forth below. THE BOARD RECOMMEND THAT YOU VOTE FOR the election of each
of the nominees named below. It is intended that shares represented by the
proxies will be voted FOR the election to the Board of Directors of the persons
nominated by the Board of Directors unless authority to vote for nominees has
been withheld or other persons were indicated in the proxy card. Although each
of the persons named below has consented to serve as a director if elected and
the Board has no reason to believe that any of the nominees named below will be
unable to serve as a director, if any nominee withdraws or otherwise becomes
unavailable to serve, the persons named as proxies will vote for any substitute
nominee designated by the Board. The following information regarding the
nominees is provided for your consideration of the slate proposed by the Board
of Directors:
JOHN PRESLEY, age 63, Director of the Company since November 1998, President and
CEO of the Company since April 12, 1999, and President of our wholly-owned
subsidiary, Omega Metals, Inc. since March 9, 1981. Mr. Presley is a graduate
registered Professional Engineer. He graduated from the University of Florida in
January of 1961 with a BSME and attended a number of Colleges for graduate work.
He worked in many industries as an engineer and manager before founding Omega
metals in 1981.
ERIK WIISANEN, age 58, Vice President-Marketing of Omega, graduated from Cornell
University in 1965. He worked in banking as a Vice President of Barnett, until
1970 and was a representative for shipping interests until helping found the
Company's wholly-owned subsidiary, Omega Metals, in 1981. He was co-founder,
President, and Chairman of the Board of Directors for a private kindergarten. He
has been in charge of sales for Omega since 1981.Mr. Wiisanen is the
brother-in-law of Mr. Presley.
JOSEPH MCGUIRE, age 43, was hired by the Company on June 4, 2000. The Board of
Directors appointed him Chief Financial Officer and Director on June 29, 2000.
He has extensive experience in numerous Wall Street investment vehicles and has
been a CFO in that environment for the past 13 years. He is a graduate of the
University of Notre Dame. From 1998 until June 2000, he was Chief Financial
Officer for Hirst Investment Management, Inc. From 1997 to 1998, CFO for MHR
Fund Management; from 1995 to 1997, CFO for the Common Fund; from 1994 to 1995,
CFO for Link Strategic Investors; and from 1989 to 1995, CFO for John Henry &
Co., Inc. Prior to 1989, he held management positions with Dean Witter Reynolds,
Paine Webber, Inc., and Price Waterhouse.
STEVEN ROBINSON, age 52, Director, is an original founder of American Access
Technologies, Inc. and served as an Officer or Director from 1996 until 1998. He
was appointed to the Board again in January 2001. He has an extensive background
in sales, marketing and operations with several well-known local corporations.
He is the founder and majority shareholder and has served as president and CEO
of World Chem, a chemical manufacturing and marketing company, since 1999. He
served as President of IbidAmerica, Inc from 2000 until 2001. He was
instrumental in developing Network 2000 sales as a long-distance independent
marketing/sales company for US Sprint. He is retired from the US Navy. While in
the Navy, he specialized in logistics and supply management including federal
government purchasing within DFARS regulations, contract management and
inventory control.
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WILLIAM HADAWAY, age 62, Director, was appointed in January 2001, and is a 1965
graduate of the University of Buffalo with a B.S. degree in Accounting. He
earned his CPA license from the State of New York in 1967. In 1981 he was
granted a CPA license from the Florida Institute of Certified Public
Accountants. Hadaway has been a sole practitioner or partner in a public
accounting firm since 1971. He has lectured on budgeting, cash management and
taxes. Prior to establishing his own firm in Central Florida, Hadaway was
employed by Lathan, Lumsden & McCormick, the largest non-national CPA firm in
Buffalo, NY, and by Fiddler & Co., CPA in western NY.
BOARD COMMITTEES
The Board of Directors of the Company has a standing Audit Committee. The Board
of Directors does not have a standing Nominating Committee. The entire board
sits as the Compensation Committee.
The principal functions of the Audit Committee are: (i) to recommend to the
Board the appointment of the Company's independent accountants; (ii) to review
with the independent accountants the scope and anticipated cost of their audit;
and (iii) to receive and consider a report from the independent accountants
concerning their conduct of the audit, including any comments or recommendations
they might want to make in that connection. The Audit Committee met four times
during the fiscal year ended December 31, 2001. The Company adopted its current
Audit Committee Charter at a meeting held on June 29, 2000. Messrs. McGuire,
Hadaway and Robinson are the current members of the Audit Committee. Messrs.
Hadaway and Robinson are "independent" as defined in the NASDAQ listing
agreement.
ATTENDANCE AT MEETINGS
During the fiscal year ended December 31, 2001, the Board of Directors held a
total of eight meetings. No member of the Board of Directors attended fewer than
75% of the meetings of the Board.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF
THE NOMINEES LISTED HEREIN.
PROPOSAL 2. RATIFICATION OF INDEPENDENT ACCOUNTANTS
GENERAL
The Company is asking the shareholders to ratify the Audit Committee of the
Board of Directors' recommendation of Rachlin Cohen & Holtz LLP as the Company's
independent accountants for the fiscal year ended December 31, 2002. The
affirmative vote of a majority of the shares of Common Stock present or
represented at the Annual Meeting is required to ratify such appointment.
Abstentions and broker non-votes have the same effect as a vote against the
proposal.
3
In the event the shareholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the appointment is ratified,
the Board of Directors, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors determines that such a change would be in the Company's and its
shareholders' best interest.
Rachlin Cohen & Holtz LLP has audited the Company's financial statements
annually since the Company's inception in 1996. Representatives of Rachlin Cohen
& Holtz LLP are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they desire to do so. It is also expected
that they will be available to respond to appropriate questions.
AUDIT FEES
Fees related to services performed by Rachlin Cohen & Holtz LLP in 2001 were as
follows:
Audit and Review Fees $ 83,490
Tax and All Other Fees $ 15,906
Total $ 99,396
The Audit Committee has considered whether the provision of the above services
other than audit services is compatible with maintaining auditor independence.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF RACHLIN COHEN & HOLTZ LLP TO SERVE AS
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.
4
EXECUTIVE COMPENSATION
The following tables set forth the total compensation paid or accrued to the
Company's chief executive officer for the last three completed fiscal years,
ended December 31, and each of the other executive officers of the Company who
received compensation of $100,000 or more during any such year.
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid to the Company's
chief executive officer for the last three completed fiscal years, ended
December 31, and to any officer who earned $100,000 or more per year.
------------------------- --------------- ------------------ --------------------- ----------------
Name and Position Year Total Income Other Annual Bonus Other Annual
Compensation
------------------------- --------------- ------------------ --------------------- ----------------
John E. Presley, 2001 $175,000 -0- -0-
President
------------------------- --------------- ------------------ --------------------- ----------------
Erik Wiisanen, 2001 $125,000 -0- -0-
Vice President
------------------------- --------------- ------------------ --------------------- ----------------
Joseph McGuire, 2001 $115,000 -0- -0-
CFO
------------------------- --------------- ------------------ --------------------- ----------------
John E. Presley, 2000 $175,000 -0- -0-
President
------------------------- --------------- ------------------ --------------------- ----------------
Erik Wiisanen, 2000 $125,000 -0- -0-
Vice President
------------------------- --------------- ------------------ --------------------- ----------------
John Presley, 1999 $175,000 -0- -0-
President
------------------------- --------------- ------------------ --------------------- ----------------
Erik Wiisanen, 1999 $125,000 -0- -0-
Vice President
------------------------- --------------- ------------------ --------------------- ----------------
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR, ENDED DECEMBER 31, 2001
(Individual Grants)
The following information sets forth the individual grants of stock options and
freestanding SARs to the Company's named officers in the above table in the
fiscal year ended December 31, 2001.
--------------------- ----------------------------------- ------------------------------------ ------------ ------------------
Name Number of Securities Underlying % of Total Options/SARs Granted Exercise Expiration Date
Options/SARs Granted Employees in 2001 Price
--------------------- ----------------------------------- ------------------------------------ ------------ ------------------
John Presley, 193,334 10.02% $1.00 July 1, 2006
President 332,685 17.25% $2.25 April 9, 2006
--------------------- ----------------------------------- ------------------------------------ ------------ ------------------
Erik Wiisanen, 188,333 9.76% $1.00 July 1, 2006
Vice President 332,685 17.25% $2.25 April 9, 2006
--------------------- ----------------------------------- ------------------------------------ ------------ ------------------
Joseph McGuire, 193,333 10.02% $1.00 July 1, 2006
CFO 100,000 5.18% $2.25 April 9, 2006
--------------------- ----------------------------------- ------------------------------------ ------------ ------------------
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AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR ENDED DECEMBER 31, 2001 and
FY-END OPTIONS/SAR VALUES
The following table sets forth the number of stock options and freestanding SARs
exercised by the named executive officers in the above table during the last
completed fiscal year ending December 31. No options were exercised in such
year.
--------------------- --------------------- ---------- --------------------------------- --------------------------------
Name Shares Acquired On Value Number of Unexercised Value of Unexercised
Exercise Realized Securities Underlying In-The-Money Options/SARs At
Options/SARs at Dec. 31, 2001 Dec. 31, 2001
--------------------- --------------------- ---------- --------------------------------- --------------------------------
John Presley, --0-- --0-- 1,318,019 --0--
President
--------------------- --------------------- ---------- --------------------------------- --------------------------------
Erik Wiisanen, --0-- --0-- 787,888 --0--
Vice President
--------------------- --------------------- ---------- --------------------------------- --------------------------------
Joseph McGuire, --0-- --0-- 393,333 --0--
CFO
--------------------- --------------------- ---------- --------------------------------- --------------------------------
EMPLOYMENT AGREEMENTS
On May 2, 2002, Mr. Presley and Mr. Wiisanen entered into one-year employment
agreements with the Company, whereby their salaries would remain at the current
level and each was issued an additional 300,000 stock options at the exercise
price of $1.00. Additionally, CFO Joseph McGuire entered into a one-year
employment agreement on May 2, 2002 that includes compensation at his current
salary and an additional 50,000 stock options at the exercise price of $1.00.
DIRECTOR COMPENSATION
Directors are paid $500 for meetings attended at our corporate headquarters and
$250 for telephonic meetings. All travel and lodging expenses associated with
directors' meetings are reimbursed by the Company.
On January 10, 2000, the Board of Directors voted to implement a 2000 Directors'
Stock Option Plan as incentive for continued and future service. Each director
was awarded 50,000 options to purchase American Access stock at the January 10
closing price, automatically renewable each year on the anniversary date of the
Board decision. Directors also were authorized to receive 10,000 options for
serving as a Board committee chairman and 5,000 for serving as a member of a
board committee. The plan was approved by shareholders at the 2000 annual
meeting. The Board allocated 300,000 shares to the plan. On December 21, 2001,
shareholders at the annual meeting voted to amend the 2000 Directors' Stock
Option Plan and increased the total number of options available to 600,000, thus
allowing grants in subsequent years when prior grants are outstanding and
unexercised. Additionally, the grant date was amended to July 1, the exercise
price to be based on the closing price of the stock on June 30, to coincide with
the annual term that directors serve, as prescribed by the Company's by-laws.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Erik Wiisanen, Director for American Access Technologies, Inc. and Vice
President of Sales for Omega Metals, Inc. is the brother-in-law of John Presley,
President and Director of American Access. Both men are founders of Omega
Metals, our wholly-owned subsidiary.
In May and June 2000, the Company authorized loans to three directors, who also
were officer-employees of American Access or its subsidiaries, and who secured
the loans with personal assets unrelated to these transactions. The secured
loans were to enable these directors to cover margin calls precipitated by a
drop in the price of the Company's common stock. On May 31, Director and Company
President John Presley and Director Erik Wiisanen each executed a promissory
note and security agreement for $75,000 and $60,000 respectively, payable to the
Company on or before December 31, 2000, with interest at the rate of 10 percent
paid in arrears. On June 8, 2000, then-Director and then-Chief Financial Officer
Bobby Story executed two promissory notes and a security agreement for a total
of $200,000, payable to the Company on or before December 31, 2000, with
interest at the rate of 10 percent paid in arrears. In October 2000, Mr. Presley
and Mr. Wiisanen executed additional promissory notes with identical terms for
$10,000 each, payable to the Company on or before April 30, 2001. All of these
notes were extended to June 30, 2001 by a vote of disinterested directors on
January 14, 2001, in accordance with the Florida Business Corporation Act.
Subsequently, on August 9, 2001 the notes were extended to June 30, 2002, and on
May 2, 2002, Mr. Presley's and Mr. Wiisanen's notes were extended until June 30,
2003. A reserve for collectibility in the amount of $221,278, including interest
of $21,278, was taken on Mr. Story's note in the quarter ended June 30, 2001. On
October 18, 2001 Mr. Story repaid to the Company the amount owed under the two
promissory notes for $200,000 plus interest of $26,867 for a total of $226,867.
The reserve was reversed in the Company's financial statement for the quarter
ended September 30, 2001.
On March 27, 2001 the Company entered into a Management and Option to Purchase
Agreement pursuant to the operation of its subsidiary Zonecabling.com, Inc. with
Mr. Bobby Story, stockholder and former director/ officer. Mr. Story is employed
to manage the Business to Business e-commerce site with an option to purchase
the subsidiary for $500,000 until December 31, 2002. Mr. Story was issued
213,333 options to purchase the common stock of American Access with an exercise
price of $2.25, for managing the subsidiary.
OWNERSHIP OF SECURITIES
The following table sets forth, as of May 6, 2002, based upon 5,878,412 shares
outstanding, the beneficial ownership of the Company's Common Stock by (i) the
only persons who own of record or are known to own, beneficially, more than 5%
of the Company's Common Stock; (ii) each director, director nominee and the
executive officers of the Company named in the Summary Compensation Table; and
(iii) all directors and officers named in the Summary Compensation table as a
group. This information has been compiled from information provided by certain
officers and directors, the Company's stockholder records and beneficial holder
reports filed with the Securities and Exchange Commission.
Name and Address Number of Shares Percent of Class
John Presley 1,731,254(1) 23.09%
6689 Shands Road
Keystone Heights, Florida 32656
Erik Wiisanen 1,201,123(1) 17.24%
6689 Shands Road
Keystone Height, Florida 32656
Joseph McGuire 460,333(1) 7.28%
37 Skyline Drive Suite 1101
Lake Mary, Florida 32746
Steve Robinson 118,000(1) 1.98%
1401 Horizon Court
Orlando, Florida 32809
William Hadaway 95,000(1) 1.59%
340 Crown Oak Center
Longwood, Florida 32750
Bobby E. Story 409,159(1) 6.51%
760 E. McNab Road
Pompano Beach, Florida 33060
All directors and officers as a group 3,605,710 39.20%
(5 persons)
------------------
(1) Includes options or warrants to purchase common stock as follows:
------------------------- --------------------- --------------- ------------------- ---------------- -----------------
NAME $1.00 OPTIONS $8 WARRANTS $22 WARRANTS $5.67 OPTIONS $2.25 WARRANTS
------------------------- --------------------- --------------- ------------------- ---------------- -----------------
John Presley 493,334 150,000 150,000 160,000 664,685
------------------------- --------------------- --------------- ------------------- ---------------- -----------------
Erik Wiisanen 488,333 * * 155,000 444,555
------------------------- --------------------- --------------- ------------------- ---------------- -----------------
Joseph McGuire 243,333 * * 50,000 150,000
------------------------- --------------------- --------------- ------------------- ---------------- -----------------
Steve Robinson 60,000 * * * 15,000
------------------------- --------------------- --------------- ------------------- ---------------- -----------------
Bobby Story * 100,000 100,000 100,000 109,159
------------------------- --------------------- --------------- ------------------- ---------------- -----------------
William Hadaway 65,000 * * * 30,000
------------------------- --------------------- --------------- ------------------- ---------------- -----------------
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SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Based solely on its review of Forms 3, 4 and 5 received by the Company, the
Company believes that all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 applicable to officers, directors and 10%
shareholders were satisfied for fiscal year 2001.
AUDIT COMMITTEE REPORT
The Audit Committee, comprised of Joseph McGuire, William Hadaway, and Steven
Robinson, has reviewed and discussed with the Company's management and Rachlin
Cohen and Holtz LLP the audited consolidated financial statements of the Company
contained in the Company's Annual Report on Form 10-KSB for the Company's 2001
fiscal year. The Audit Committee has also discussed with Rachlin Cohen and Holtz
LLP the matters required to be discussed pursuant to SAS No. 61 (Codification of
Statements on Auditing Standards, AU Section 380), which includes, among other
items, matters related to the conduct of the audit of the Company's consolidated
financial statements.
The Audit Committee has received and reviewed the written disclosures and the
letter from Rachlin Cohen and Holtz LLP required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and has
discussed with Rachlin Cohen & Holtz LLP its independence from the Company.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-KSB for its
2001 fiscal year for filing with the SEC.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the Company
does not know of any other matters to be brought before the Meeting. However, if
any other matters not mentioned in the Proxy Statement are properly brought
before the Meeting or any adjournments thereof, the persons named in the
enclosed Proxy or their substitutes will have discretionary authority to vote
Proxies given in said form, or otherwise act, in respect of such matters in
accordance with their best judgment.
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SHAREHOLDER PROPOSALS
Shareholder proposals for the 2003 Annual Meeting of Shareholders of
the Company must be received by March 31, 2003 at the Company's offices, 6670
Springlake Road, Keystone Heights, FL 32656, addressed to the Secretary, for
inclusion in the Company's proxy statement and proxy.
RETURN OF PROXY
Please return your proxy as soon as possible. Unless a quorum consisting of a
majority of the outstanding shares entitled to vote is represented at the
meeting, no business can be transacted. Therefore, PLEASE BE SURE TO DATE AND
SIGN YOUR PROXY EXACTLY AS YOUR NAME APPEARS ON YOUR STOCK CERTIFICATE AND
RETURN IT IN THE ENCLOSED POSTAGE PREPAID RETURN ENVELOPE. PLEASE ACT PROMPTLY
TO ENSURE THAT YOU WILL BE REPRESENTED AT THE MEETING.
ANNUAL REPORT ON FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB, including Financial
Statements, as filed with the Securities and Exchange Commission for the fiscal
year ended December 31, 2001 will be provided without charge, at the written
request of any beneficial owner of shares. Requests should be mailed to the
Secretary.
COST OF PROXY SOLICITATION
The cost of preparation, printing and sending of the proxies and proxy materials
soliciting proxies for the Meeting will be borne by the Company. Directors,
officers and employees of the Company may solicit proxies for the Meeting in
person, by telephone, facsimile or e-mail. The Company will reimburse brokerage
firms and other custodians, nominees and fiduciaries for their expenses incurred
in sending proxies and proxy materials to beneficial owners of the Company's
shares.
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AMERICAN ACCESS TECHNOLOGIES, INC.
6670 Springlake Road
Keystone Heights, FL 32656
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Presley as Proxy, with the power to appoint
his substitute, and hereby authorizes him to represent and to vote as designated
below, all of the shares of Common Stock of American Access Technologies, Inc.
held on record by the undersigned on April 24, 2002 at the Annual Meeting of
Shareholders to be held on June 28, 2002, or any adjournment thereof.
1. ELECTION OF DIRECTORS
For all nominees listed below: /____/
Withhold authority to vote 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.
John Presley Erik Wiisanen
Joseph McGuire William Hadaway
Steven Robinson
2. RATIFY RACHLIN, COHEN & HOLTZ LLP AS INDEPENDENT AUDITORS
For: / ___ / Against: /___ / Abstain: /____/
3. In his discretion, the Proxy is 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 the nominees listed above and FOR Proposal 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: __________________, 2002
---------------------------------
(signature)
---------------------------------
(signature, if held jointly)
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope.