accelr8_def14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
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  o

Check the appropriate box:
 
o Preliminary Proxy Statement    
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Rule 14a-11 (c) or rule 14a-12

ACCELR8 TECHNOLOGY CORPORATION
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
 
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  (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:
     
     
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o Fee paid previously with preliminary materials:

o 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.

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ACCELR8 TECHNOLOGY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 14, 2011

Notice is hereby given that the Annual Meeting (the “Annual Meeting”) of the shareholders (the “Shareholders”) of Accelr8 Technology Corporation, a Colorado corporation (the “Company”), will be held at 2:00 p.m., local time, on December 14, 2011, at the Warwick Hotel Denver, 1776 Grant Street, Denver, Colorado 80203, and any adjournments or postponements thereof for the following purposes:
 
 
1.
To elect the following three (3) persons to serve as directors of the Company until the next Annual Meeting of Shareholders and thereafter until their successors shall have been elected and qualified: Thomas V. Geimer, Charles E. Gerretson and John D. Kucera.

 
2.
To ratify the selection of Comiskey & Company, P.C. as the independent public accountants of the Company for the fiscal year ending July 31, 2012.

 
3.
To consider and act upon such other business as may properly come before the Annual Meeting or any adjournments thereof.

Only Shareholders of record at the close of business on November 3, 2011, shall be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.  All Shareholders are cordially invited to attend the Annual Meeting in person.

By Order of the Board of Directors

Thomas V. Geimer, Chairman of the Board

November 5, 2011
Denver, Colorado

IF YOU DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING AND WISH YOUR SHARES OF COMMON STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.  A RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED FOR THAT PURPOSE.
 
 
 
 
 
ACCELR8 TECHNOLOGY CORPORATION
7000 North Broadway, Building 3-307
Denver, Colorado 80221

PROXY STATEMENT
Dated November 5, 2011

ANNUAL MEETING OF SHAREHOLDERS
FOR THE FISCAL YEAR ENDED JULY 31, 2011
TO BE HELD ON DECEMBER 14, 2011

GENERAL

This Proxy Statement is being furnished to the shareholders of Accelr8 Technology Corporation, a Colorado corporation (the “Company”), in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors”) from holders (the “Shareholders”) of outstanding shares of common stock, no par value, of the Company (the “Common Stock”), for use at the Annual Meeting of the Shareholders for the fiscal year ended July 31, 2011, to be held at 2:00 p.m., local time, on December 14, 2011, at the Warwick Hotel Denver, 1776 Grant Street, Denver, Colorado 80203, and any adjournments or postponements thereof (the “Annual Meeting”).  This Proxy Statement, Notice of Annual Meeting of Shareholders and the accompanying Proxy Card are first being mailed to shareholders on or about November 5, 2011.
 
INFORMATION ABOUT THE ANNUAL MEETING
 
When is the Annual Meeting?
 
December 14, 2011, 2:00 p.m. (Mountain Standard Time).
 
Where will the Annual Meeting be held?
 
The annual meeting will be held at the Warwick Hotel Denver, 1776 Grant Street, Denver, Colorado 80203.
 
What is being considered at the meeting?
 
At the Annual Meeting, stockholders will be acting upon the following proposals:
 
1.           To elect three (3) directors to serve on the Board of Directors until the next Annual Meeting of Stockholders or until their successors are elected (Proposal No.1);
 
2.           To ratify the appointment of Comiskey & Company, P.C. as the Company's independent certified public accountants for the fiscal year ending July 31, 2011 (Proposal No. 2)
 
3.           To transact such other business as may properly come before the meeting.
 
In addition, our management will report on our progress and respond to your questions.
 
1
 
 
 
Who is entitled to vote at the meeting?
 
You may vote at the Annual Meeting if you owned Common Stock as of the close of business on Record Date which is November 3, 2011.  Each share of Common Stock is entitled to one vote.
 
How do I vote?
 
You can vote in three ways:
 
·  
by attending the Annual Meeting at 2:00 p.m., local time, on December 14, 2011, at the Warwick Hotel Denver, 1776 Grant Street, Denver, Colorado 80203, and at any adjournment or postponements thereof and voting thereat;
 
·  
by completing, signing, dating and returning the enclosed Proxy Card (applicable only to stockholders of record); or
 
·  
by following the instructions on the vote instruction form (applicable only to beneficial holders).
 
What if I return my Proxy Card but do not include voting instructions?
 
Proxies that are signed and returned but do not include voting instructions will be voted FOR the re-election of the three candidates as directors and FOR ratifying the appointment of Comiskey & Company, P.C., as the Company's independent certified public accountants for the fiscal year ending July 31, 2012.
 
Will my shares be voted if I do not provide my Proxy?
 
If you hold your shares directly in your own name, they will not be voted if you do not provide a Proxy or attend the annual meeting and vote in person.
 
Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote customers' un-voted shares on certain "routine" matters. With the sole exception of the ratification of Comiskey & Company, P.C. as independent auditors for the year ending July 31, 2012, no matters submitted for shareholder approval herein are "routine" matters. When a brokerage firm votes its customers' un-voted shares, these shares are counted for purposes of establishing a quorum.  At our Annual Meeting these shares will be counted as voted by the brokerage firm with respect to ratifying the Board of Directors' reappointment of Comiskey & Company, P.C. as Company's auditors for the year ending July 31, 2012.
 
How do I vote if I hold shares registered in the name of a broker or bank?
 
If, on Record Date which is November 3, 2011, your shares were not held in your name, but rather were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in "street name" and a Notice of Proxy Materials was forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares held in your account. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent and bring such proxy to the annual meeting. If you want to attend the Annual Meeting, and vote at the Annual Meeting, you must provide proof of beneficial ownership as of the Record Date, such as your most recent account statement showing ownership as of November 3, 2011, a copy of the voting instruction card provided by your broker or other agent, or other similar evidence of ownership. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy in advance of the Annual Meeting to ensure your vote is counted.
 
2
 
 
 
Can I change my mind after I return my Proxy?
 
Yes. You may change your vote at any time before your Proxy is voted at the Annual Meeting. If you are a shareholder of record, you can do this by giving written notice to your respective corporate secretary, by submitting another Proxy with a later date, or by attending the Annual Meeting and voting in person. If you are a shareholder in "street" or "nominee" name, you should consult with the bank, broker or other nominee regarding that entity's procedures for revoking your voting instructions.
 
How many shares are eligible to be voted at the Annual Meeting?
 
The record date for the Annual Meeting is November 3, 2011. Only shareholders of record at the close of business on November 3, 2011, will be entitled to vote at the Annual Meeting. At the close of business on that date, there were issued and outstanding 11,103,367 shares of the Company's Common Stock entitled to one vote per share.
 
How many votes must be present to hold the meeting?
 
Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a Proxy by mail. In order for us to conduct our meeting, one third (33%) of our outstanding shares of Common Stock as of November 3, 2011 must be present in person or by proxy at the meeting. This is referred to as a quorum.  In order to assure that there is a quorum, it may be necessary for certain officers, directors, regular employees and other representatives of the Company to solicit Proxies by telephone, facsimile or in person.  These persons will receive no extra compensation for their services.

On November 3, 2011, there were 11,103,367 shares of Common Stock outstanding and entitled to vote. If a quorum is not present, then either the chairman of the meeting or the shareholders entitled to vote at the meeting may adjourn the meeting until a later time. Abstentions and broker "non-votes" are counted as present or represented for purposes of determining the presence or absence of a quorum. A broker "non-vote" occurs when a broker holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because, in respect of such other proposal, the broker does not have discretionary voting power and has not received instructions from the beneficial owner. The Company’s executive officers and directors have advised the Company that they intend to vote their shares (including those shares over which they hold voting power), representing approximately 3.8% as of October 24, 2011, of the outstanding shares of Common Stock (excluding the shares held in a Rabbi Trust), in favor of each of the proposals above.
 
What vote is required to re-elect directors?
 
Directors are elected by a plurality of the votes cast. Abstentions and broker "non-votes" (shares held by brokers or nominees as to which they have no discretionary authority to vote on a particular matter and have received no instructions from the beneficial owners or persons entitled to vote thereon) will have no effect on the vote for re-election of directors.
 
3
 
 
 
What vote is required to ratify the Board of Directors reappointment of Company's auditors for the year 2012?
 
Ratification of the Board of Directors reappointment of Comiskey & Company, P.C. as Company's auditors for the fiscal year ending July 31, 2012 will require an affirmative vote of the majority of the votes cast in person or by proxy, provided that a quorum is present at the Meeting. Only proxies indicating votes "FOR," "AGAINST" or "ABSTAIN" on this proposal or providing the designated proxies with the right to vote in their judgment and discretion on this proposal are counted to determine the number of shares present and entitled to vote.   Abstentions will have no effect on the results of the vote on this proposal. Representatives from Comiskey & Company, P.C. are expected to attend the Annual Meeting.  As a result, the Company anticipates that a representative from Comiskey & Company, P.C. will be available to make a statement or respond to any questions at the Annual Meeting.
 
How will voting on any other business be conducted?
 
Although we do not know of any business to be conducted at the Annual Meeting other than the proposals described in this Proxy Statement, if any other business comes before the Annual Meeting, your signed Proxy Card gives authority to the Proxy holders to vote on those matters at their discretion.
 
Who will bear the costs of this solicitation?
 
We will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the Proxy Card and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of Common Stock beneficially owned by others to forward to the beneficial owners. We may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to the beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, facsimile or personal solicitation by our directors, officers or other regular employees.
 

4
 
 
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
 
The following table sets forth certain information regarding beneficial ownership of our Common Stock as of October 24, 2011 by:  (i) each person who is known by the Company to own beneficially more than 5% of the Company's outstanding Common Stock; (ii) each of the Company's executive officers and directors; and (iii) all executive officers and directors as a group.  The calculation excludes 1,129,110 shares which are held by the Rabbi Trust for the benefit of Thomas V. Geimer.  Further, Mr. Geimer does not have voting power over the shares that are held in the Rabbi Trust.  Common Stock not outstanding but deemed beneficially owned by virtue of the right of an individual to acquire shares is treated as outstanding only when determining the amount and percentage of Common Stock owned by such individual.  Except as noted, each person or entity has sole voting and sole dispositve power with respect to the shares shown:
 
Name and Address of Beneficial Owner   Shares Beneficially Owned
    Number     Percent
Thomas V. Geimer (1) 
7000 North Broadway, Building 3-307
Denver, Colorado 80221
     437,985       3.8 %
                 
Charles E. Gerretson  (2) 
7000 North Broadway, Building 3-307
Denver, Colorado 80221
     135,300       1.3 %
                 
John D. Kucera (3) 
7000 North Broadway, Building 3-307
Denver, Colorado 80221
     38,663       0.4 %
                 
David Howson (4) 
7000 North Broadway, Building 3-307
Denver, Colorado 80221
     377,600       3.5 %
                 
Executive Officers and Directors 
as a Group (4 persons)
     989,548       8.4 %
                 
5% or greater shareholders                
                 
Merrill Lynch & Co., Inc. (5)      793,141       7.8 %
 
(1)  Does not include 1,129,110 shares, which were purchased by Mr. Geimer upon exercise of warrants and options.  Mr. Geimer exercised these options and warrants on October 14, 1997, and simultaneously contributed the shares acquired to a Rabbi Trust.  See Note 7 to Financial Statements for further information.  Includes 100,000 shares, which may be purchased by Mr. Geimer upon exercise of options at a price of $2.69 per share and 100,000 shares that may be acquired upon the exercise of options at a price of $3.60 per share.
 
(2)  Includes:  (i) 104,050 shares owned directly by Mr. Gerretson; (ii) 10,000 shares that may be purchased by Mr. Gerretson upon exercise of options which options expire on March 15, 2015 and (iii) 10,000 shares that may be purchased by Mr. Gerretson upon exercise of options that expire on October 29, 2018.
 
(3)  Includes (i) 1,250 shares of the Company's no par value common stock held on behalf of Mr. Kucera's minor children in which Mr. Kucera has the power and authority to dispose of these shares and (ii) 10,000 shares that may be purchased by Mr. Gerretson upon exercise of options that expire on December 17, 2019.
 
(4)  Includes 300,000 shares, which may be purchased by Mr. Howson upon exercise of options which options expire on March 15, 2015, of which 75,000 stock options shall vest if and only if prior to the expiration date of the Options, the Company closes on a transfer for the sale of the Company assets or the acquisition of the Company in which the Company's shareholders receive aggregate consideration at closing equal to or greater than $250,000,000.  Also includes 75,000 options to acquire shares of common stock at a price of $2.69 per share.
 
(5)  Upon consummation of the merger on January 1, 2009 by and between Bank of America Corporation ("BAC") and Merrill Lynch and Company (“MLCO”), MLCO became a wholly owned subsidiary of BAC, and BAC became the ultimate parent and controlling entity of MLCO and its subsidiaries.
 

5
 
 
 
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
 
 
    The Board of Directors currently consists of three members, each of whom is proposed for election at the Annual Meeting.

    The Board of Directors maintains a Compensation Committee and an Audit Committee.  The members of the Compensation Committee and the Audit Committee are Mr. Gerretson and Mr. Kucera, the Company's independent directors. The Audit Committee's financial expert is Charles E. Gerretson.  Effective as of June 9, 2000, the Board of Directors of the Company adopted a written charter for the Audit Committee.  Effective November 3, 2005, the Audit Committee adopted a revised written charter for the Audit Committee, a copy of which was filed with the Company's Proxy Statement at Appendix A on November 17, 2005.
 
    The Company does not have a nominating committee, or other committee of the board that performs similar functions.
 
Since we do not have a nominating committee, all of the members of the Board of Directors participate in the consideration of director nominees. We do not currently have a written nominating committee charter or similar document.
 
Our Board of Directors may employ a variety of methods for identifying and evaluating director nominees.  If vacancies are anticipated or arise, our Board of Directors considers various potential candidates which may come to our attention through current board members, professional search firms, stockholders or other persons.  These candidates may be evaluated by our Board of Directors at any time during the year.

Our Board of Directors considers candidates recommended by stockholders when the nominations are properly submitted as described below.  Following verification of the stockholder status of persons proposing candidates, our Board of Directors will make an initial analysis of the qualifications of any candidate recommended by stockholders or others pursuant to the criteria summarized herein to determine whether the candidate is qualified for service on the board, before deciding to undertake a complete evaluation of the candidate.  If our Board of Directors determines that additional consideration is warranted, it may use a third-party search firm to gather additional information about the prospective nominee’s background and experience.  Other than the verification of compliance with procedures and stockholder status, and the initial analysis performed before undertaking a complete evaluation, our Board of Directors will treat a potential candidate nominated by a stockholder like any other potential candidate.

In evaluating a director candidate, our Board of Directors will review his or her qualifications including capability, availability to serve, conflicts of interest, general understanding of business, understanding of the Company’s business and technology, educational and professional background, personal accomplishment and other relevant factors. Our Board of Directors has not established any specific qualification standards for director nominees, although from time to time the Board of Directors may identify certain skills or attributes as being particularly desirable to help meet specific needs that have arisen. Our Board of Directors may also interview prospective nominees in person or by telephone. After completing this evaluation, the Board of Directors will determine the nominees.
 
6
 
 
 
Our Board of Directors considers director candidates recommended by stockholders.  Candidates recommended by stockholders are evaluated on the same basis as are candidates recommended by our Board of Directors.  Any stockholder wishing to recommend a candidate for nomination by the Board of Directors should provide the following information in a letter addressed to the Board in care of our Secretary: (i) the name and address of the stockholder recommending the person to be nominated; (ii) a representation that the stockholder is a holder of record of our stock, including the number of shares held and the period of holding; (iii) a description of all arrangements or understandings between the stockholder and the recommended nominee; (iv) information as to any plans or proposals of the type required to be disclosed in Schedule 13D and any proposals that the nominee proposes to bring to the Board of Directors if elected; (v) any other information regarding the recommended nominee that would be required to be included in a proxy statement filed pursuant to Regulation 14A pursuant to the Securities Exchange Act of 1934 and (vi) the consent of the recommended nominee to serve as a director if elected.  Additional information may be requested to assist our Board of Directors in determining the eligibility of a proposed candidate to serve as a director.  In addition, the notice must meet any other requirements contained in our bylaws.  Stockholders may nominate candidates directly by complying with our bylaws and applicable law, including the deadlines described under “Stockholder Proposals for the 2012 Annual Meeting of Stockholders”, below.

During the fiscal year ended July 31, 2011, the board of directors held four (4) board meetings with all board members present.  During the fiscal year ended July 31, 2011, the Audit Committee held four (4) meetings with no director attending fewer than 75% of the aggregate of all the meetings of the Audit Committee. The Compensation Committee held two (2) meetings with both members present during the fiscal year ended July 31, 2011.

The members of the Audit Committee are Charles E. Gerretson and John D. Kucera are both independent directors as defined in Section 121 of the NYSE Amex Equities listing standards.

Effective as of June 9, 2000, the Board of Directors of the Company adopted a written charter for the Audit Committee. Effective November 3, 2005, the Audit Committee adopted a revised written charter for the Audit Committee.
 
Audit Committee Report
 
The Audit Committee has reviewed and discussed with management the Company's audited financial statements for the year ended July 31, 2011.
 
The Audit Committee has also discussed with Comiskey & Company, P.C. the matters required to be discussed by Statement on Auditing Standards No. 114, Communication with Audit Committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants.
 
The Audit Committee has received and reviewed the written disclosures and the letter from Comiskey & Company, P.C. required by PCAOB Rule 3526, Communications with Audit Committees Concerning Independence, and has discussed with Comiskey & Company, P.C. their independence.
 
Based on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited financial statements referred to above be included in the Company's Annual Report on Form 10-K for the year ended July 31, 2011 filed with the Securities and Exchange Commission.
 
Audit Committee of The Board of Directors
 
Charles E. Gerretson
John D. Kucera
 
7
 
 
 
EXECUTIVE COMPENSATION

 
Compensation Discussion and Analysis
 
 
Our executive compensation program for Thomas V. Geimer and David C. Howson, the named executive officers (the "NEO’s") is administered by the Company's compensation committee, which is comprised of Charles E. Gerretson and John D. Kucera.
 
Summary Compensation Table
 
The following table summarizes the compensation of the NEO's for the fiscal years ended July 31, 2011 and 2010:
 
Name and
  
Fiscal
  
Stock
Option
All other
Other
  
Principal Position
Year
Salary
Bonus
Awards
Awards
Compensation
Total ($)
                 
Thomas V. Geimer
2011
$165,000
$0
$0
$0
$75,000(1)
$240,000
Chief Executive Officer and Chief Financial Officer
2010
$165,000
$0
$0
$0
$75,000(2)
$240,000
                 
David C. Howson
2011
$150,000
$0
$0
$0
$0
$150,000
President
  
2010
$150,000
$0
$0
$0
$0
$150,000
 
 
(1)
Represents deferred compensation for Mr. Geimer pursuant to the Company's deferred compensation plan, $75,000 of which vested during the fiscal year ended July 31, 2011 which payment was made on October 20, 2011.
 
(2)
Represents deferred compensation for Mr. Geimer pursuant to the Company's deferred compensation plan, $75,000 of which vested during the fiscal year ended July 31, 2010 but such payments were not made until October 23, 2010.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Individual Arrangements and Employment Agreements

The following is a description of the individual arrangements that we have made to each of the NEO’s with respect to their compensation.  Mr. Geimer was paid during the fiscal year ended July 31, 2011 in accordance with his employment agreement with us with the exception of the $75,000 deferred payment, which payment was made on October 20, 2011.  Mr. Howson does not have an employment agreement with the Company.  In addition, Mr. Geimer also has a Change-in-Control payment that is described in the "Potential Payments Upon Termination" below.

Thomas V. Geimer - Chief Executive Officer, Chief Financial Officer,
Secretary and Chairman of the Board of Directors

Effective December 1, 2008, we entered into an employment agreement with Mr. Geimer.  The agreement was negotiated and approved by the Compensation Committee.  The agreement provides for an annual base salary of $165,000 with annual deferred compensation of $75,000.  The agreement expires on December 31, 2012.  The compensation committee reviewed the prior employment agreement of Mr. Geimer in connection with the approval of Mr. Geimer’s employment agreement.
 
8
 
 
 
In the event of termination by mutual agreement, termination "with cause," as defined in the agreement, death or permanent incapacity or voluntary termination, Mr. Geimer, or his estate, would be entitled to the sum of the base salary and unreimbursed expenses accrued to the date of termination and any other amounts due under the agreement.  In the event of termination "without cause," as defined in the agreement, Mr. Geimer would be entitled to the sum of the base salary and unreimbursed expenses accrued to the date of termination and any other amounts due under the agreement and an amount equal to the greater of Mr. Geimer's annual base salary (12 months of salary) or any other amounts remaining due to Mr. Geimer under the agreement, which as of July 31, 2011 would be $340,000.  Additionally, in the event of a Change in Control, any unpaid amounts due under the initial term of the agreement for both base salary and deferred compensation would be payable plus five times the sum of the base salary and deferred compensation.  In his positions as Chief Executive Officer and Chief Financial Officer, Mr. Geimer exercises detailed supervision over the operations of the Company and is ultimately responsible for the operations of the Company.  Mr. Geimer is also responsible for all duties incident to the title of Chief Financial Officer and Secretary.

David C. Howson - President

During the fiscal year ended July 31, 2011, we paid Mr. Howson $150,000 in cash compensation.  Mr. Howson does not have an employment agreement with the Company.  In his position as President, Mr. Howson supervises the technical development and product strategies.  Mr. Howson further performs all duties incident to the title of President and such other duties as from time to time may be assigned to him by the Board of Directors.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information concerning options awards to Messrs. Geimer and Howson at the fiscal year ended July 31, 2011.

Option Awards
          
 
  
Number of
Number of
  
 
  
 
  
Securities
Securities
 
 
 
   
Underlying
Underlying
      
 
  
Unexercised
Unexercised
Option
Option
 
   
Option (#)
Options (#)
Exercise
Expiration
  
Name
  
Grant Date
Exercisable
Unexercisable
Price
Date
Thomas V. Geimer
December 11, 2007
100,000
0
$3.60
December 11, 2017
           
David Howson
March 16, 2005
225,000
0
$2.57
March 16, 2015
   
March 16, 2005
0
75,000 (1)
$2.57
March 16, 2015

(1)  Represents stock options that shall vest if and only if prior to the expiration date of the options, the Company closes on a transfer for the sale of the Company assets or the acquisition of the Company in which the Company's shareholders receive aggregate consideration at closing equal to or greater than $250,000,000.

Option Exercises During The Prior Fiscal Year

On July 25, 2011, Mr. Geimer exercised options to acquire 130,953 shares of the Company's Common Stock.  Mr. Geimer paid the exercise price to acquire the common stock by the surrender of 69,047 options to acquire common stock having a value of $2.75 per share, that is determined by subtracting the closing price of the Company's common stock on July 25, 2011 ($4.20) by the exercise price of the options ($1.45).
 

9
 
 
 
Potential Payments Upon Termination

Cash Compensation

Mr. Geimer's employment agreement contains provisions under which the Company will be obligated to pay Mr. Geimer certain compensation upon his termination.  The following tables set forth the details of the estimated payments and benefits that would be provided to Mr. Geimer in the event that his employment with us is terminated for any reason, including a termination for cause, resignation or retirement, a constructive termination, a without cause termination, death, long term disability, and termination in connection with a change in control as of July 31, 2011.

             
Termination in
   
Termination by
        
connection
   
Mutual
Illness or
  
Resignation/
  
with a change
Thomas V. Geimer
Agreement
Incapacity
With cause
Without cause
Retirement
in control
               
Cash Compensation
0
0
0
$340,000
0
$1,540,000
         
(1)(2)
  
(1)(2)
 
 
(1)    Represents the amounts due under Mr. Geimer's employment agreement. See "Individual Arrangements and Employment Agreements."
 
(2)    Includes the $75,000 payment of the deferred compensation for the fiscal year ended July 31, 2011, which payment was made on October 20, 2011.
 
(3)    A change of control is defined in Mr. Geimer's employment agreement to mean the occurrence of one or more of the following three events:
 
(a)  Any person becomes a beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) directly or indirectly of securities representing 33% or more of the total number of votes that may be cast for the election of directors of the Company;
 
(b)  Within two years after a merger, consolidation, liquidation or sale of assets involving the Company, or a contested election of a Company director, or any combination of the foregoing, the individuals who were directors of the Company immediately prior thereto shall cease to constitute a majority of the Board; or
 
(c)  Within two years after a tender offer or exchange offer for voting securities of the Company, the individuals who were directors of the Company immediately prior thereto shall cease to constitute a majority of the Board.

Effects of Termination Events or Change in Control on Unvested Equity Awards

All unvested stock option awards granted to Mr. Howson provide that upon a change of control, the unvested stock options will not immediately vest unless the contingencies to the stock options have been met.

Compensation of Non-Management Directors

The Company did not pay its non-management directors any cash compensation during the fiscal year ended July 31, 2011.
 

10
 
 
 
Cash Compensation

We have not paid any cash compensation to our directors for their service on our Board of Directors.

Liability Insurance

The Company provides liability insurance for its directors and officers.  Berkley Insurance Company is the underwriter of the current coverage, which extends until January 7, 2012.  The annual cost of this coverage is approximately $11,500.

Compensation Pursuant to Plans

Deferred Compensation Plan.

In January 1996, we established a deferred compensation plan for our employees.  Contributions to the plan are provided for under the employment agreement detailed above.  For the fiscal year ended July 31, 2010 we contributed $75,000 to the plan.  The $75,000 contribution due to Mr. Geimer for the fiscal year ended July 31, 2011 was made on October 20, 2011.

On October 14, 1997, Thomas V. Geimer exercised an aggregate of 1,140,000 warrants and options to acquire 1,140,000 shares of the Company's Common Stock at an exercise price of $0.24 per share.  Under the terms of the Rabbi Trust, we will hold the shares in trust and carry the shares as held for employee benefit by the Company.  The Rabbi Trust provides that upon Mr. Geimer's death, disability, or termination of his employment the shares will be released ratably over the subsequent ten (10) years, unless the Board of Directors determines otherwise.  See Note 7 to the Financial Statement for further information.

Securities Authorized For Issuance Under Compensation Plans

The table set forth below presents the securities authorized for issuance with respect to compensation plans under which equity securities are authorized for issuance as of July 31, 2011:

   
Equity Compensation Plan Information
   
Number of securities to be issued upon exercise of outstanding options, warrants and rights
  
Weighted average exercise price of available outstanding options, warrants and rights
  
Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in the 1st column)
             
Equity Compensation
750,000
  
$2.91
  
242,500
Plans approved by
  
 
      
security holders
          
Equity Compensation
0
  
0
  
0
Plans not approved by
        
security holders
          
Total
  
750,000
      
242,500
 
 
The 1996 Stock Option Plans

The Board of Directors of the Company has adopted an incentive stock option plan (the "Qualified Plan") which provides for the grant of options to purchase an aggregate of not more than 700,000 shares of the Company's Common Stock.  The purpose of the Qualified Plan is to make options available to management and employees of the Company in order to provide them with a more direct stake in the future of the Company and to encourage them to remain with the Company.  The Qualified Plan provides for the granting to management and employees of "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986 (the "Code").

The Board of Directors of the Company has adopted a non-qualified stock option plan (the "Non-Qualified Plan") which provides for the grant of options to purchase an aggregate of not more than 300,000 shares of the Company's Common Stock.  The purpose of the Non-Qualified Plan is to provide certain key consultants, independent contractors, technical advisors and directors of the Company with options in order to provide additional rewards and incentives for contributing to the success of the Company.  These options are not incentive stock options within the meaning of Section 422 of the Code.

The Qualified Plan and the Non-Qualified Plan (the "Stock Option Plans") are administered by a committee (the "Committee") appointed by the Board of Directors which determines the persons to be granted options under the Stock Option Plans and the number of shares subject to each option.  No options granted under the Stock Option Plans are transferable by the optionee other than by will or the laws of descent and distribution and each option is exercisable, during the lifetime of the optionee, only by such optionee.  Any options granted to an employee terminate 90 days after his ceasing to be an employee, except in limited circumstances, including death of the employee, and where the Committee deems it to be in the Company's best interests not to terminate the options.
 
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The exercise price of all incentive stock options granted under the Qualified Plan must be equal to the fair market value of such shares on the date of grant as determined by the Committee, based on guidelines set forth in the Qualified Plan.  The exercise price may be paid in cash or (if the Qualified Plan shall meet the requirements of rules adopted under the Exchange Act) in Common Stock or a combination of cash and Common Stock.  The term of each option and the manner in which it may be exercised will be determined by the Committee, subject to the requirement that no option may be exercisable more than 10 years after the date of grant.  With respect to an incentive stock option granted to a participant who owns more than 10% of the voting rights of the Company's outstanding capital stock on the date of grant, the exercise price of the option must be at least equal to 110% of the fair market value on the date of grant and the option may not be exercisable more than five years after the date of grant.
 
The Stock Option Plans were approved by our shareholders at a special shareholders meeting held on November 8, 1996.  At the annual meeting of shareholders held on December 12, 2002, shareholders approved the following amendments to the Qualified Plan and the Non-Qualified Plan:  (i) the Committee was given the power to amend and alter the Qualified Plan and the Non-Qualified Plan so long as the amendments do not affect any outstanding options; (ii) provide that any shares cancelled, terminated, or expired pursuant to the Qualified Plan and the Non-Qualified Plan be made available for purposes of the Qualified Plan and the Non-Qualified Plan; (iii) provide that the cashless exercise provision of the Qualified Plan and the Non-Qualified Plan be in the sole discretion of the Committee; and (iv) extended the expiration date of the Qualified Plan and the Non-Qualified Plan until December 12, 2012.
 
As of July 31, 2011, 759,000 options had been granted pursuant to the Qualified Plan with 317,500 of these options exercised, 231,500 options that expired, leaving 172,500 available for grant and 370,000 options had been granted pursuant to the Non-Qualified Plan with 185,000 of these options exercised, 80,000 options that expired, 50,000 that were cancelled and 60,000 available for grant.
 
2004 Omnibus Stock Option Plan
 
On December 14, 2004, the shareholders approved the Company's 2004 Omnibus Stock Option Plan (the "Omnibus Plan").  The Omnibus Plan authorizes the issuance of up to five hundred thousand (500,000) shares of the Company's Common Stock.  The purpose of the Omnibus Plan is to promote the growth of the Company by permitting the Company to grant options ("Options") to purchase shares of its Common Stock, to attract and retain the best available personnel for positions of substantial responsibility and to provide certain key employees, independent contractors, consultants, technical advisors and directors of the Company with a more direct stake in the future of the Company and provide an additional incentive to contribute to the success of the Company.
 
The Omnibus Plan is administered by the Compensation Committee of the Board or any committee of the Board performing similar functions, as appointed from time to time by the Board (the "Omnibus Committee").  Pursuant to the terms of the Omnibus Plan, the Omnibus Committee may grant either "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986 (the "Code") or nonqualified stock options, provided that incentive stock options may not be granted to independent contractors and consultants.  The exercise price of all incentive stock options granted under the Omnibus Plan must be equal to the fair market value of such shares on the date of grant as determined by the Omnibus Committee, based on guidelines set forth in the Omnibus Plan.  The exercise price of nonqualified stock options granted under the Omnibus Plan shall be not less than 50% of the fair market value of a share on the date of grant of such Option.  The Omnibus Committee may grant on behalf of the Company, Options to purchase shares of the Company's Common Stock to any key employee, independent contractor, consultant, technical advisor or director.
 
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As of July 31, 2011, 620,000 options had been granted pursuant to the Omnibus Plan with 5,000 of these options exercised, 130,000 expired leaving 10,000 available for grant.
 
STOCK PERFORMANCE GRAPH

We are a smaller reporting company, as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, and accordingly are not required to provide this information.

CERTAIN TRANSACTIONS
 
During fiscal year 1996, we established a deferred compensation plan for our employees.  We may make discretionary contributions to the plan based on recommendations from the Board of Directors.  As of July 31, 2011, the Board of Directors had authorized deferred compensation totaling $1,200,000 since fiscal year 1996 to Mr. Geimer of which $1,125,000 had been funded.  The $75,000 representing the difference between the authorized deferred compensation and the funded deferred compensation was paid on October 20, 2011.
 
There were no other transactions or series of transactions for the fiscal year ended July 31, 2011, nor are there any currently proposed transactions, or series of the same to which we are a party, in which the amount involved exceeds $60,000 and in which, to the knowledge of the Company, any director, executive officer, nominee, 5% shareholder or any member of the immediate family of the foregoing persons, have or will have a direct or indirect material interest.
 
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
 
Section 16(a) of the Exchange Act, generally requires the Company's directors and executive officers and persons who own more than 10% of a registered class of the Company's equity securities ("10% owners") to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company.  Directors and executive officers and 10% owners are required by Securities and Exchange Commission regulation to furnish the Company with copies of all Section 16(a) forms they file.  To the Company's knowledge, based solely on review of copies of such reports furnished to us and verbal representations that no other reports were required to be filed during the fiscal year ended July 31, 2011, all Section 16(a) filing requirements applicable to its directors, executive officers and 10% owners were met except that Thomas V. Geimer and Mr. Garretson were each delinquent in the filing of a Form 4 disclosing one transaction.
 
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PROPOSAL 1

ELECTION OF THREE (3) PERSONS
TO SERVE AS DIRECTORS OF THE COMPANY

The Company’s directors are elected annually to serve until the next Annual Meeting of Shareholders and thereafter until their successors shall have been elected and qualified.  The number of directors presently authorized by the Bylaws of the Company shall be not less than three (3) nor more than seven (7).

Unless otherwise directed by shareholders, the proxy holders will vote all shares represented by proxies held by them for the election of the following nominees, all of whom are now members and constitute the Company’s Board of Directors.  The Company is advised that all nominees have indicated their availability and willingness to serve if elected.  In the event that any nominee becomes unavailable or unable to serve as a director of the Company prior to the voting, the proxy holder will vote for a substitute nominee in the exercise of his best judgment.

INFORMATION CONCERNING NOMINEES

Thomas V. Geimer, 64, has been the Chairman of the Board of Directors and a director of Accelr8 since 1987. He currently serves as the Chief Executive Officer, Chief Financial Officer and Secretary of the Company.  Mr. Geimer is responsible for development of our business strategy, day-to-day operations, accounting and finance functions.  Before assuming full-time responsibilities at the Company, Mr. Geimer founded and operated an investment banking firm.

Charles E. Gerretson, 65, was appointed a director of the Company on July 19, 2003 and serves as the Chairman of the Audit Committee.  For the past 30 years, Mr. Gerretson has served as the President of Gerretson Realty, Inc., a Denver Colorado based real estate firm, which Mr. Gerretson founded.  Mr. Gerretson received a Bachelor of Science degree in Business Administration from the University of Minnesota in 1968.  Mr. Gerretson was formerly a CPA with Arthur Andersen and Company and currently heads the Company's Audit Committee.
 
John D. Kucera, age 60, was appointed a director on January 9, 2009 and serves as the Chairman of the Compensation Committee.  Mr. Kucera has been self employed as a private investor since 2000. Prior to that, Mr. Kucera handled institutional equity sales, was a Department Manager for Equities and a Member of the Board of Directors of Hanifen Imhoff and a portfolio manager for mutual funds and pension accounts at Founders Capital Management. Mr. Kucera earned a Bachelor of Science degree in Finance from Colorado State University and a  Masters in Business Administration from the University of Denver.
 
Board Recommendation

The Board recommends a vote FOR the election of each of the three nominees for directors of the Company.
 
 
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PROPOSAL 2

RATIFICATION OF SELECTION OF
COMISKEY & COMPANY, P.C. AS INDEPENDENT
PUBLIC ACCOUNTANTS OF COMPANY

The Board of Directors has selected Comiskey & Company, P.C. as independent public accountants of the Company for the fiscal year ending July 31, 2012, and has further directed that the Company submit the selection of independent public accountants for ratification by shareholders at the Annual Meeting of Shareholders.

Fees Paid to the Independent Auditors
 
The aggregate fees billed by Comiskey & Company, P.C. for professional services rendered for the audit of the Company's annual consolidated financial statements for the years ended July 31, 2011 and 2010, including the reviews of the unaudited interim financial statements of the Company's Form 10-Q’s was approximately $36,229 and $35,100, respectively.
 
Tax Fees
 
The aggregate fees billed by Comiskey & Company, P.C. for professional services rendered for the tax compliance, tax advice and tax planning for the fiscal years ended July 31, 2011 and 2010 was $0 and $0, respectively.
 
All other Fees
 
Comiskey & Company, P.C. did not perform any professional services other than those set forth above for the fiscal years ended July 31, 2011 and 2010.
 
Audit Committee Pre-Approval Policies
 
The Audit Committee shall pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor, subject to any de minimus exceptions that may be set for non-audit services described in Section 10A(i)(l)(B) of the Exchange Act which are approved by the Committee prior to the completion of the audit.
 
None of the hours expended on the principal accountant's engagement to audit the Company's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time permanent employees.
 
Board Recommendation

The Board recommends a vote FOR the ratification of the selection of Comiskey & Company, P.C. as independent public accountants of the Company for the fiscal year ending July 31, 2012.
 

15
 
 
 
STOCKHOLDER PROPOSALS FOR THE 2012 ANNUAL MEETING OF STOCKHOLDERS

If any shareholder of the Company intends to present a proposal for consideration at the 2012 Annual Meeting of Shareholders and desires to have such proposal included in the proxy statement and form of proxy distributed by the Board of Directors with respect to such meeting, such proposal must be received at the Company’s offices, 7000 North Broadway, Building 3-307, Denver, Colorado 80221, Attention: Secretary, not later than May 1, 2012.

For each matter that you wish to bring before the meeting, provide the following information:

•           a brief description of the business and the reason for bringing it to the meeting;
•           your name and record address;
•           the number of shares of Company stock which you own; and
•           any material interest (such as financial or personal interest) that you have in the matter.

WHERE STOCKHOLDERS CAN FIND MORE INFORMATION

We file annual and quarterly reports with the Securities and Exchange Commission. Shareholders may obtain, without charge, a copy of the most recent Form 10-K or Form 10-Qs (without exhibits) by requesting a copy in writing from us at the following address:

ACCELR8 TECHNOLOGY CORPORATION
7000 North Broadway, Building 3-307
Denver, Colorado 80221

Other Matters

The Board of Directors does not know of any matters that are to be presented at the Annual Meeting of Shareholders other than those stated in the Notice of Annual Meeting and referred to in this Proxy Statement.  If any other matters should properly come before the Annual Meeting, it is intended that the proxies in the accompanying form will be voted as the persons named therein may determine in their discretion.

By Order of the Board of Directors

/s/ Thomas V. Geimer
_________________________________
Thomas V. Geimer,
Chairman of the Board
 
 
 
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ACCELR8 TECHNOLOGY CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
December 14, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of ACCELR8 TECHNOLOGY CORPORATION, a Colorado corporation (the “Company”), acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, dated November 5, 2011, and hereby appoints Thomas V. Geimer or David Howson with the power of substitution, as Attorney and Proxy to represent and vote all shares of Common Stock of the Company which the undersigned would be entitled to vote at the Annual Meeting of Shareholders and at any adjournment or adjournments thereof, hereby revoking any proxy or proxies heretofore given and ratifying and confirming all that said Attorneys and Proxies may do or cause to be done by virtue thereof with respect to the following matters:

 
1.
Election of each of the following three (3) persons to serve as directors of the Company until the next Annual Meeting of Shareholders and thereafter until their successors shall have been elected and qualified:

 
Thomas V. Geimer
 
FOR  /___/                                              AGAINST  /___/                                           ABSTAIN  /___/

 
Charles E. Gerretson

FOR  /___/                                              AGAINST  /___/                                           ABSTAIN  /___/

 
John D. Kucera

FOR  /___/                                              AGAINST  /___/                                           ABSTAIN  /___/
 
 
 
2.
Ratification of the selection of Comiskey & Company, P.C. as the independent public accountants of the Company for the fiscal year ending July 31, 2012.

FOR  /___/                                              AGAINST  /___/                                           ABSTAIN  /___/

 
3.
To act upon such other matters as may properly come before the Meeting or any adjournments thereof.
This Proxy, when properly executed, will be voted as directed.  If no direction is indicated, the Proxy will be voted FOR the election of each of the nominees listed above to the Board of Directors and FOR the proposal to ratify the selection of Comiskey & Company, P.C. as the independent public accountants of the Company for the fiscal year ending July 31, 2012.
 
 
Dated:________________________, 2011                                                                           



PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.  Please sign exactly as name appears on the label ATTACHED TO THIS PROXY.  When shares are held by joint tenants, both should sign.  When signing as attorney, executor, administrator, trustee, or guardian, please give full title as it appears hereon.  If a corporation, please sign in full corporate name by an authorized officer and affix corporate seal.  If a partnership, please sign in full partnership name by authorized person.  No Postage is required if returned in the enclosed envelope and mailed in the united states.