-----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, G5ttoVCDAyZ0kgo38nPc4mGgFyCT6Z3OdPinKq3sAJM20J0jFzH0AfGl5I0keSjl 6bcphcKJS2+keONtNjCEeQ== 0000205303-99-000005.txt : 19991018 0000205303-99-000005.hdr.sgml : 19991018 ACCESSION NUMBER: 0000205303-99-000005 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991112 FILED AS OF DATE: 19991007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENGINEERING MEASUREMENTS CO CENTRAL INDEX KEY: 0000205303 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 840572936 STATE OF INCORPORATION: CO FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-09880 FILM NUMBER: 99724609 BUSINESS ADDRESS: STREET 1: 600 DIAGONAL HWY CITY: LONGMONT STATE: CO ZIP: 80501 BUSINESS PHONE: 3036510550 MAIL ADDRESS: STREET 1: 600 DIAGONAL HWY CITY: LONGMONT STATE: CO ZIP: 80501 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to section 240.14a-11(c) or section 240.14a-12 .......................................................................... ENGINEERING MEASUREMENTS COMPANY (Name of Registrant as Specified In Its Charter) .......................................................................... ENGINEERING MEASUREMENTS COMPANY (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. (1) Title of each class of securities to which transaction applies: .......................................................................... (2) Aggregate number of securities to which transaction applies: .......................................................................... (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): .......................................................................... (4) Proposed maximum aggregate value of transaction: .......................................................................... (5) Total fee paid: .......................................................................... [ ] Fee paid previously with preliminary materials. .......................................................................... [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: .......................................................................... (2) Form, schedule or registration statement no.: .......................................................................... (3) Filing party: .......................................................................... (4) Date filed: .......................................................................... PROXY ENGINEERING MEASUREMENTS COMPANY PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD NOVEMBER 12, 1999 The undersigned hereby constitutes, appoints and authorizes Charles E. Miller, as the true and lawful attorney and Proxy of the undersigned with full power of substitution and appointment, for and in the name, place and stead of the undersigned to act for and vote as designated below, all of the undersigned's shares of the $.01 par value common stock of Engineering Measurements Company, a Colorado corporation, at the Annual Meeting of Shareholders to be held at the Company's headquarters, 600 Diagonal Highway, Longmont Colorado at 10:00 a.m. local time on November 12, 1999 and at any and all adjournments thereof, for the following purposes: 1. To elect Directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified: [ ] FOR all nominees listed below (except as marked to the contrary): [ ] WITHHOLD AUTHORITY to vote for all nominees listed below: Charles E. Miller Walter Kluck Thomas G. Miller William A. Ringer (Instructions: To withhold authority to vote for any individual nominee, draw a line through or otherwise strike out his name. If authority to vote for the election of any nominee is not withheld, the execution of this Proxy shall be deemed to grant such authority.) 2. To vote on a proposal to adopt an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of the Company's common stock from 5,000,000 shares to 15,000,000 shares [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. To transact such other business as may properly come before the meeting or any adjournment thereof. - ----------------------------------------------------------------------------- The undersigned hereby revokes any Proxies as to said shares heretofore given by the undersigned, and ratifies and confirms all that said attorneys and Proxies may lawfully do by virtue hereof. 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 ALL PROPOSALS. THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement furnished herewith and the Company's Annual Report on Form 10-KSB previously mailed to shareholders. Signature(s) should agree with the name(s) shown hereon. Executors, administrators, trustees, guardians and attorneys should indicate when signing. Attorneys should submit power of attorney. Dated:_____________________, 1999 _________________________________ Signature of Shareholder _________________________________ Joint Owner Signature (if any) _________________________________ Please indicate change of address THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ENGINEERING MEASUREMENTS COMPANY. PLEASE SIGN AND RETURN THIS PROXY TO THE COMPANY. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING. ENGINEERING MEASUREMENTS COMPANY 600 DIAGONAL HIGHWAY LONGMONT, CO 80501 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on November 12, 1999 TO THE SHAREHOLDERS OF ENGINEERING MEASUREMENTS COMPANY: The Annual meeting of the Shareholders of Engineering Measurements Company, hereinafter referred to as the "Company", will be held at the Company's headquarters, 600 Diagonal Highway, Longmont Colorado on November 12, 1999, at 10:00 a.m., local time, pursuant to call therefor by the Board of Directors for the following purposes: 1. To elect Directors to serve until the next Annual Meeting of Shareholders of the Company or until their successors have been duly elected and qualified. 2 . To vote on a proposal to adopt an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of the Company's common stock from five million to fifteen million. 3. To transact such other business as may properly come before the meeting, or any adjournment thereof. The Board of Directors has fixed the close of business on September 24, 1999 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. By Order of The Board of Directors /s/ Charles E. Miller Charles E. Miller, President October 8, 1999 YOUR VOTE IS IMPORTANT Please complete, sign, date and execute and return the enclosed Proxy Card promptly, whether or not you intend to be present at the meeting. Should you decide to attend the meeting and are a shareholder of record, you may vote in person at that time if you so desire. Your attention to the enclosed Proxy Statement furnished by Management and authorized by the Board of Directors is urged. Your proxy may be revoked at any time before it is voted. ENGINEERING MEASUREMENTS COMPANY 600 Diagonal Highway Longmont, CO 80501 (303) 651-0550 PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS To Be Held on November 12, 1999 The accompanying Proxy is solicited by the Board of Directors of Engineering Measurements Company, a Colorado corporation, hereinafter called the "Company," for use at the Annual Meeting of Shareholders to be held on Friday, November 12, 1999 at 10:00 a.m. local time, at the Company's headquarters, 600 Diagonal Highway, Longmont Colorado 80501, and at any recesses or adjournments thereof. This Proxy Statement and the accompanying Proxy Card and Proxy Notice materials are being mailed to shareholders on or about October 8, 1999. The Proxy may be revoked at any time by the shareholder of record before it is exercised. All shares of stock represented by valid Proxies received prior to the meeting pursuant to this solicitation and not revoked before they are exercised will be voted. In each case where the shareholder has appropriately specified how the Proxy is to be voted, it will be voted in accordance with such specification. Unless specific instructions are given to the contrary, the persons named in the accompanying proxy will vote FOR the election of the four persons nominated to serve as directors of the Company and FOR the adoption of an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of the Company's common stock from 5,000,000 shares to 15,000,000 shares. Abstentions received with respect to any proposal will be counted for purposes of determining whether a quorum is present at the Meeting, but will not be counted for purposes of determining whether the requisite vote has been obtained for the proposal. Broker non-votes with respect to a particular proposal will not be counted for purposes of either determining whether a quorum is present at the Meeting or determining whether the requisite vote for such proposal has been obtained. The giving of a proxy will not affect a shareholder of record's right to attend the meeting and vote in person. Any shareholder giving a proxy has the right to revoke it at any time before it is exercised by executing and returning a proxy bearing a later date, by giving written notice of revocation to the Company's secretary, or by attending the meeting and voting in person. The Board of Directors recommends a vote FOR the election of Directors and FOR the adoption of an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of the Company's common stock from 5,000,000 shares to 15,000,000 shares. PERSONS MAKING THE SOLICITATION This Proxy is solicited by the Board of Directors of the Company. In addition to the solicitation of Proxies by mail, certain of the officers or employees of the Company, without extra remuneration, may solicit Proxies personally or by telephone, facsimile, telegraph or cable. The total expense of such solicitation will be borne by the Company and will include reimbursement paid to brokerage firms and other custodians, nominees and fiduciaries for their expense in forwarding solicitation material regarding the meeting to beneficial owners. Page 1 of 10 REQUIRED VOTE FOR EACH PROPOSAL The four nominees for director receiving the highest number of votes cast by shareholders of the Company entitled to vote thereon, assuming that a quorum of a majority (a "Quorum") of the outstanding shares of common stock of the Company entitled to vote at the Meeting is present in person or by proxy, will be elected to serve on the Board of Directors. The proposal to increase the authorized number of shares will be adopted if it is approved by a majority of the shares of common stock issued, outstanding and entitled to vote at the meeting. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The date for determination of Shareholders entitled to vote at the meeting (the "Record Date") is the close of business on September 24, 1999. On such date there were outstanding 4,067,361 shares of Common Stock, $.01 par value (the "Common Stock") of the Company, each of which is entitled to one (1) vote. On the Record Date the security ownership of each person who owned of record or beneficially, to the knowledge of the Company, five percent (5%) or more of any class of voting securities of the Company, and of each current Director (and each nominee Director) and of the Officers and Directors (and nominees) as a group was as follows. All information is based on information furnished by each such person. Unless otherwise stated, the indicated persons have sole voting and investment power over the shares listed. Name of Amount and Nature Percent Title of Class Beneficial Owner of Ownership of Class Common Stock Charles E. Miller 1,570,026 (1) 38.4 Common Stock William A. Ringer 123,625 (2) 3.0 Common Stock Saeid Hosseini 89,250 (3) 2.2 Common Stock David S. Miller 474,090 (4) 11.7 Common Stock Walter Kluck 29,293 (5) 0.7 Common Stock Thomas G. Miller 521,037 (6) 12.7 Common Stock Ken Teegardin 41,000 (7) 1.0 All Directors and Officers as a Group (Six Persons) 2,374,231 55.9 (1) Record and Beneficial; includes 1,543,932 shares of common stock owned directly; and an option to purchase 26,094 shares of common stock under the 1991 Incentive Plan; Mr. Miller has sole voting and investing power on 1,497,057 of the owned shares; the remaining 46,875 shares have shared voting and investment power. Charles E. Miller's business address is 600 Diagonal Highway, Longmont, CO 80501. Page 2 of 10 (2) Record and Beneficial; includes 98,125 shares of common stock owned with sole voting and investment power; 500 shares with shared voting and investment power; and an option to purchase 25,000 shares of common stock under the 1997 Incentive Plan. William A. Ringer's address is P.O. Box 1018, Wilson, WY 83014. (3) Record and Beneficial; includes 51,537 shares of common stock owned with sole voting and investment power; an option to purchase 25,213 shares of common stock under the 1991 Incentive Plan; and an option to purchase 12,500 shares of common stock under the 1997 Incentive Plan. Saeid Hosseini's business address is 600 Diagonal Highway, Longmont, CO 80501. (4) Record and Beneficial; includes 474,090 shares of common stock owned. David Miller has sole voting and investment power for 435,715 of the shares; the remaining 38,375 shares have shared voting and investment power. David Miller is a 5% shareholder but is not an officer or director of the Company. David S. Miller's business address is 420 E. Armour, N. Kansas City, MO 64166. (5) Record and Beneficial; includes 4,293 shares of common stock owned with sole voting and investment power; and an option to purchase 25,000 shares of common stock under the 1997 Incentive Plan. Walter Kluck's business address is P.O. Box 421, Clifton, NJ 07015. (6) Record and Beneficial; includes 496,037 shares of common stock owned. Tom Miller has sole investment power for 491,787 of the shares; the remaining 4,250 shares have shared voting and investment power ; and an option to purchase 25,000 shares under the 1997 Incentive Plan. Thomas G. Miller's business address is 11725 W. 112th St., Overland Park, KS 66210. (7) Record and Beneficial; includes an option to purchase 18,500 option to purchase 22,500 shares under the 1997 Incentive Plan. Ken Teegardin's business address is 600 Diagonal Highway, Longmont, CO 80501. PROPOSAL 1 - ELECTION OF DIRECTORS The Bylaws, as amended, provide for a Board of four (4) Directors. Management recommends the election of the nominees listed below as Directors, to hold office until the next Annual Meeting of Shareholders or until their successors are elected and qualify. Except where otherwise instructed, proxies will be voted for election of all the nominees. If, at the time of the 1999 Annual Meeting of Shareholders, any of such nominees should be unable to or decline to serve, the discretionary authority provided in the Proxy will be exercised to vote for a substitute. Management has no reason to believe that any substitute nominee or nominees will be required. Page 3 of 10 The following Table indicates the name of each of the Company's Directors and nominees for Directors, their ages and business experience during the past five (5) years: Year First Position, Date first held Elected as and Principal Occupation Director (For Past Five Years) Name of Director Age Charles E. Miller 61 1967 Chief Executive Officer, President, Director and Chairman of the Board; Member of the Incentive Plan Committee; previously President from 1967 to 1987. William A. Ringer 65 1978 Director, Member of the Audit, Compensation and Incentive Plan Committees; Retired President of Granville Phillips Company, Boulder, Colorado, which is not an affiliate of the Company. Prior to June 1999, employed by Granville Phillips in an executive capacity for more than five years prior to the date of this report. Thomas G. Miller 52 1995 Director, Member of the Compensation and Incentive Plan Committees; CEO and physician of College Park Family Care Center of Overland Park, Kansas, which is not an affiliate of the Company. Employed by College Park Family Care Center in an executive capacity for more than five years prior to the date of this report. Walter Kluck 71 1995 Director, Member of the Audit, Compensation and Incentive Plan Committees; CEO of Industrial Representatives, Inc. of Clifton, New Jersey, which is not an affiliate of the Company. Employed by Industrial Representatives, Inc. in an executive capacity for more than five years prior to the date of this report. The Board of Directors has standing Audit, Compensation and Incentive Plan Committees. Mr. Ringer and Mr. Kluck constitute the members of the Audit Committee, and Messrs. Thomas Miller, Ringer, and Kluck serve on the Compensation Committee. The Audit Committee reviews financial statements. The Audit Committee met once during the fiscal year ending April 30, 1999. The Compensation Committee meets informally as required to recommend to the Board of Directors the compensation to be paid to the officers of the Company and to recommend to the Board of Directors any other profit sharing and bonus issues that may come before the Board of Directors. The Compensation Committee met once formally during fiscal year 1999. The entire Board of Directors serves as the committee under the Company's 1997 Incentive Plan which provides for equity compensation to officers, directors, shareholders and contractors. Charles Miller, William A. Ringer, Thomas G. Miller and Walter Kluck constitute the members of the Incentive Plan Committee, which met once during the fiscal year ending April 30, 1999. The Board of Directors held four meetings during the fiscal year ending April 30, 1999. All Directors attended all meetings with the exception of Mr. Ringer who attended three of the four meetings. All Directors hold office until the next annual meeting of the shareholders of the Company or until their successors have been elected and qualified. Officers serve at the discretion of the Board of Directors and are elected annually. Page 4 of 10 None of the Directors have been involved in any litigation or bankruptcy during the past five years. Charles E. Miller, Thomas G. Miller and David S. Miller are brothers. David S. Miller is one of the Company's investment brokers. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten-percent shareholders are required by SEC regulation to furnish the Company with the copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnished to the Company, or written representations that no Forms 5 were required, the Company believes that during the last fiscal year, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten-percent beneficial owners were complied with. PROPOSAL 2 - CHANGE IN AUTHORIZED NUMBER OF SHARES The Company's Restated Articles of Incorporation currently provide that the Company shall have the authority to issue five million (5,000,000) shares of common stock, having a par value of one cent ($.01) per share. The Board of Directors has unanimously adopted a proposed amendment to the Restated Articles of Incorporation as follows: "FOURTH: (a) The aggregate number of shares which the corporation shall have authority to issue shall be fifteen million (15,000,000) shares of common stock, having a par value of one cent ($.01) per share." Reasons For and Intended Effect of the Proposed Amendment The Board of Directors believes that the ability to issue additional shares of common stock will provide the Company with valuable flexibility in connection with future acquisitions, equity financings, stock distributions, stock splits, employee benefit plans and other corporate purposes. Any cash sales or other issuances of common stock would be made only on terms the Board of Directors believes to be in the best interest of the Company and its shareholders. At the time of the filing of this proxy statement with the SEC, the number of outstanding shares of the Company was 4,067,361. There were outstanding options for 106,057 shares under the Company's 1991 Incentive Plan. There were outstanding options for 236,875 shares under the 1997 Incentive Plan with another 235,625 available to be issued under the plan. The Company's 1998 Employee Stock Purchase Plan authorized sales of up to 187,500 shares of which 184,981 were available to be issued at the date of this filing. This brings the total number of shares outstanding plus commitments under the authorized plans to 4,830,899. The additional shares of common stock would be issuable by the Company without further authorization by shareholders on such terms as the Company's Board of Directors may lawfully determine. The effect of authorization and issuance of additional shares of common stock (other than on a pro rata basis among holders of common stock) would be to dilute the present voting power of some or all holders of common stock. In some circumstances, issuance of additional shares of common stock could result in the dilution of the net income per share, net book value per share, and voting rights of the shares of common stock currently outstanding. Holders of the Company's common stock have no preemptive rights. The Company currently has no plans to use the additional authorized shares except for issuances under the above described incentive and purchase plans. Effect of the Proposed Amendment as to Takeovers The Board of Directors considers that its evaluation of any takeover bid could be based primarily on a determination of what is in the best interests of the Company and all of its shareholders. Factors influencing that determination may include the resultant effect of the takeover upon the Company's then remaining minority shareholders, its employees, its customers, and the communities in which it serves. The proposed amendment is not being recommended in response to any effort of which the Board of Directors is aware to obtain control of the Company, but rather is being recommended for the corporate reasons outlined above. The proposed amendment will not prevent a takeover that is approved by the members of the Board of Directors. Page 5 of 10 If adopted, the proposed amendment could have the effect of discouraging a third party from making a tender offer or otherwise attempting to obtain control of the Company, even though such an attempt might, in some cases, be beneficial to the Company and its shareholders. Issuance of additional shares could serve to discourage the accumulation of substantial stock positions as a prelude to an attempted takeover or significant corporate restructuring, proxy fights and partial tender offers with the use of "two-tiered" pricing. This would serve to increase management's stability, and thereby give it the necessary security to make long range corporate plans, as well as to respond to attempted acquisitions. It could also serve to prevent acquisitions resulting in dissimilar and possibly unfair treatment of the Company's shareholders. Although the Board of Directors currently has no intention of doing so, shares of authorized, unissued and unreserved common stock could (within the reasons imposed by applicable law) be issued to a holder who might thereby obtain sufficient voting power to ensure that any proposal to remove directors, or any alteration, amendment, or repeal of certain provisions to the Restated Articles of Incorporation, would not receive the shareholder vote required therefor. Accordingly, the power to issue new shares of common stock could enable the Board of Directors to make it more difficult to replace incumbent directors or accomplish certain business combinations opposed by the incumbent Board of Directors. Vote Required Adoption of the proposed amendment requires that it be approved by a majority of the Shares of common stock issued, outstanding and entitled to vote at the meeting. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ADOPTION OF THE AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. The enclosed Proxy provides that each shareholder may specify that his or her shares be voted "FOR" the Amendment to the Restated Articles of Incorporation. At the Annual Meeting, the shares represented by the Proxies will be voted in accordance with shareholder instructions, and, if no instructions are given, for the Amendment. Page 6 of 10 EXECUTIVE OFFICERS The Table below indicates the name of each of the Company's executive officers, their ages and positions, and their business experience during the past five (5) years. Position, Principal Name of Officer Age Occupation (for the past 5 years) Charles E. Miller 61 Chief Executive Officer, President, Chairman of the Board and Secretary; previously President from 1967 to 1987. Saeid Hosseini 36 Vice President Sales and Marketing. Previously Product Line Manager, and Manager of Applications Engineering. Employed by the Company for more than five years prior to the date of this proxy statement. Ken H. Teegardin 37 Vice President of Operations. Previously Director of Manufacturing, employed at the Company since 1995. Employed in a manufacturing management capacity at Johnson Yokogawa Corporation, Newnan, Georgia, which is not an affiliate of the Company, for more than five years prior to the date of this proxy statement. SIGNIFICANT EMPLOYEES The Table below indicates the name of each of the Company's significant employees, their ages and positions, and their business experience during the past five (5) years. Position, Principal Name of Employee Age Occupation (for the past 5 years) John B. Thompson 42 Director of Marketing since August 1999. Prior to August 1999, Controller since August 1992. Louis T. Yoshida 57 Director of Engineering since January 1995. Employed as president, director of research and development at Innovative Technology Corporation, Longmont, Colorado, whih is not an affiliate of the Company, for more than five years prior the date of this proxy statement. Christopher M. Hurley 42 Controller since August 1999. Accounting Manager from December 1994. Employed as Accountant for Philips Laser Magnetic Storage, Colorado Springs, Colorado, which is not an affiliate of the Company, for more than five years prior to the date of this proxy statement. Page 7 of 10 EXECUTIVE COMPENSATION The following table sets forth all cash compensation awarded to, earned by, or paid to the Company's Chief Executive Officer and no other officers received compensation over $100,000 for services in all capacities to the Company during the fiscal years ended April 30, 1997, 1998 and 1999: SUMMARY COMPENSATION TABLE Annual Compensation Long Term Compensation
Awards Payouts (a) (b) (c) (d) (e) (f) (g) (h) Other Securities All Name and Annual Restricted Underlying Other Principal Compen- Stock Options/ Compen- Position Year Salary($) Bonus($) sation($)(1) Awards($) SAR's(#)(2) sation($)(3) Charles E. 1997 $133,688 $2,651 0 0 12,500 $1,408 and Chairman 1998 $135,000 $0 0 $67,500 0 $1,350 of the Board 1999 $135,000 $0 0 0 0 $1,350
(1) Other Annual Compensation reflects the dollar value of the market price over the exercise price on options exercised. (2) The Securities Underlying Options reflects the five-for-four stock split that occurred in October 1998. (3) Other Compensation for Mr. Miller reflects the matching portion of the Company's 401K plan. Page 8 of 10 Option/SAR Grants in Last Fiscal Year During fiscal year ending 1999, no stock options were granted to the Chief Executive Officer. Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
(a) (b) (c) (d) (e) Number of Securities Value of Unexercised Underlying Unexercised Unexercised In-the-Money Options/SAR's at Options/SAR's at FY-End (#) FY-End ($) Shares Acquired Value Exercisable/ Exercisable/ Name On Exercise(#) Realized($) Unexercisable Unexercisable Charles E. Miller 0 $0 13,594/0 $24,469/$0 6,250/0 $12,500/$0 6,250/0 $9,375/$0
Long-Term Incentive Plans - Awards in Last Fiscal Year During fiscal year 1999 there were no Long Term Incentive Plans of the Company. COMPENSATION OF DIRECTORS Directors who are not employees of the Company received an annual Director's fee of $3,000. This fee is paid whether or not the Director attends meetings of the Board and its Committees. Under the 1997 Incentive Plan, in fiscal year 1999, non-qualified stock options were granted to purchase 75,000 shares, 25,000 each to William A. Ringer, Walter Kluck, and Thomas G. Miller, exercisable at $3.95 per share and vesting over the period from October 22, 1998 to October 22, 2001. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During the fiscal year ended April 30, 1998, Mr. Charles Miller converted $353,790 in loans from a stockholder into 345,766 shares of common stock of the Company as provided in the loan agreement. INDEPENDENT PUBLIC ACCOUNTANTS Grant Thornton served as the Company's independent certified public accountants for the year ended April 30, 1999. It is expected that a representative of Grant Thornton will be present at the Annual Meeting of the Shareholders. Such representative will have the opportunity to make a statement, if he desires to do so, and is expected to be available to respond to appropriate questions. Page 9 of 10 PROPOSALS BY SHAREHOLDERS The Securities and Exchange Commission has amended the provisions of Rule 14a-4 under the Securities Exchange Act of 1934 to provide that the Company's proxies solicited in connection with its annual meeting of shareholders, including the 2000 Annual Meeting, may confer discretionary voting authority on Company management with respect to certain types of shareholder proposals that may be raised at the Annual Meeting unless the proposing shareholder notifies the Company at least 45 days prior to the date of mailing the prior year's proxy that such proposal will be made at the meeting. Any shareholder who wishes to submit a proposal to be considered at the Annual Meeting of the Company's shareholders, to be held after the April 30, 2000 fiscal year end, must submit the proposal to the Company by August 15, 2000 for the proposal to be included in the Proxy Statement for that meeting. Any such proposals should be sent to the Company's principal executive offices at 600 Diagonal Highway, Longmont, Colorado 80501. OTHER MATTERS Management is not aware that any matters not referred to in the Proxy Statement will be presented for action at the meeting. If any other matters properly come before the meeting, the persons named in the enclosed Proxy will vote such Proxy in accordance with their best judgment. AVAILABILITY OF ANNUAL REPORT The Company will provide any Shareholder with a copy of its Annual Report on Form 10-KSB for its fiscal year ended April 30, 1999, without charge upon receipt of a written request for such report. Such requests should be addressed to the Company's secretary at 600 Diagonal Highway, Longmont, Colorado 80501. The Annual Report is not a part of this proxy statement. Longmont, Colorado October 8, 1999 Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----