-----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, GcqQtObrDAaurAFGxMOyWWxv1wDWqBuWjvNxIHi5IVKFye3q239ry/4JMRpE8DKT keB8r5f+7tu1cfpA3P5C2A== 0000909012-01-000209.txt : 20010328 0000909012-01-000209.hdr.sgml : 20010328 ACCESSION NUMBER: 0000909012-01-000209 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010430 FILED AS OF DATE: 20010327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATHANOR GROUP INC CENTRAL INDEX KEY: 0000278314 STANDARD INDUSTRIAL CLASSIFICATION: SCREW MACHINE PRODUCTS [3451] IRS NUMBER: 952026100 STATE OF INCORPORATION: CA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 002-63481 FILM NUMBER: 1580366 BUSINESS ADDRESS: STREET 1: 921 E CALIFORNIA AVENUE CITY: ONTARIO STATE: CA ZIP: 91761 BUSINESS PHONE: 9094671205 MAIL ADDRESS: STREET 2: 921 E CALIFORNIA AVE CITY: ONTARIO STATE: CA ZIP: 91016 FORMER COMPANY: FORMER CONFORMED NAME: ALGERAN INC DATE OF NAME CHANGE: 19861015 DEF 14A 1 0001.txt DEFINITIVE PROXY MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ X ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 ATHANOR GROUP, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: - -------------------------------------------------------------------------------- ATHANOR GROUP, INC. 921 East California Street Ontario, California 91761 (909) 467-1205 - -------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2001 - -------------------------------------------------------------------------------- To the Shareholders of ATHANOR GROUP, INC. You are cordially invited to attend the Annual Meeting of Shareholders of Athanor Group, Inc., a California corporation (the "Company"), which will be held on April 30, 2001 at Rancho Bernardo Inn, 17550 Bernardo Oaks Drive, San Diego, California at 10:00 a.m. to consider and act upon the following matters, all as more fully described in the accompanying Proxy Statement which is incorporated herein by this reference: 1. To elect a board of five (5) directors to serve until the next annual meeting of the Company's shareholders and until their successors have been elected and qualify; 2. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. Shareholders of record of the Company's Common Stock at the close of business on March 16, 2001, the Record Date fixed by the Board, are entitled to notice of and to vote at, the Meeting. THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE COMPLETE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. ANY SHAREHOLDER GIVING A PROXY HAS THE RIGHT TO REVOKE IT AT ANY TIME BEFORE IT IS VOTED. By order of the Board of Directors /s/ DUANE L. FEMRITE --------------------- Duane L. Femrite President Ontario, California March 30, 2001 ATHANOR GROUP, INC. 921 East California Avenue Ontario, California 91761 (909) 467-1205 - -------------------------------------------------------------------------------- PROXY STATEMENT Approximate Date Proxy Material First Sent To Shareholders: March 30, 2001 - -------------------------------------------------------------------------------- The following information is provided in connection with the solicitation of proxies for the Annual Meeting of Shareholders of Athanor Group, Inc. (the "Company") to be held on April 30, 2001, and any adjournment or adjournments thereof (the "Meeting"), for the purposes stated in the Notice of Annual Meeting of Shareholders accompanying this Proxy Statement. SOLICITATION AND REVOCATION OF PROXIES A form of proxy is being furnished by the Company to each common shareholder, and, in each case, is solicited on behalf of the Board of Directors (the "Board") of the Company for use at the Meeting. The entire cost of soliciting these proxies will be borne by the Company. The Company may pay persons holding shares in their names or the names of their nominees for the benefit of others, such as brokerage firms, banks, depositories, and other fiduciaries, for costs incurred in forwarding soliciting material to their principals. Members of the management of the Company may solicit some shareholders in person, or by telephone, or by telegraph, following solicitations of this Proxy Statement, but will not be separately compensated for such solicitation services. Proxies duly executed and returned by common shareholders and received by the Company before the Meeting and not revoked will be voted: FOR the election of all five (5) of the nominee-directors specified herein unless contrary choices are specified. Where a specification is indicated as provided in the proxy, the shares represented by the proxy will be voted and cast in accordance with the specification made. As to other matters, if any, to be voted upon, the persons designated as proxies will take such actions as they, in their discretion, may deem advisable. The persons named as proxies were selected by the Board of the Company. -2- If any shareholder gives notice at the Meeting prior to commencement of voting that the shareholder intends to cumulate his or her votes, then the directors shall be elected by the cumulative voting method. In such event, the shareholders shall have the right to cast that number of votes equal to the number of shares which they hold multiplied by the number of directors to be elected by them; i.e., for the purpose of this election, five votes for each share. Each shareholder may cast the whole number of votes for one candidate, or distribute them among two or more candidates. The persons named in the accompanying proxy will have discretionary authority to cumulate votes in the election of directors in favor of one or more candidates. Your execution of the enclosed proxy will not affect your rights as a shareholder to attend the Meeting and to vote in person. Any shareholder giving a proxy has a right to revoke it at any time by either (a) a later-dated proxy, (b) a written revocation sent to and received by the Secretary of the Company prior to the Meeting, or (c) attendance at the Meeting and voting in person. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The Company had outstanding 696,036 shares of common stock (the "Common Stock") as of the close of business on March 16, 2001 (the "Record Date"). Only holders of Common stock of record on the books of the Company at the close of business on the Record Date will be entitled to vote at the Meeting. Each holder of Common Stock is entitled to one (1) vote for each share of Common Stock held by him/her, except that in the selection of directors, each holder of Common Stock has cumulative voting rights. Voting on all matters, other than election of directors, submitted for approval by the shareholders at the Meeting will be on a noncumulative basis. There are no other classes of voting securities of the Company other than the Common Stock. Representation at the Meeting by the holders of the majority of the outstanding shares of Common Stock of the Company, either by personal attendance or by proxy, will constitute a quorum. -3- The following table sets forth, as of the Record Date, information concerning: (a) beneficial ownership of voting securities of the Company by persons who are known by the Company to own beneficially more than five percent (5%) of the Company's Common Stock; (b) beneficial ownership of voting securities of the Company by each director, nominee for director, and by all directors and officers as a group; and (c) the percentage of the total votes held by each person or group described in subparagraphs (a) and (b) immediately above. AMOUNT AND PERCENTAGE OF BENEFICIAL OWNERSHIP TITLE NAME AND ADDRESS OF NUMBER OF PERCENT OF OF CLASS BENEFICIAL OWNER SHARES CLASS - -------------------------------------------------------------------------------- Common Gregory J. Edwards (3) 15,500 2.20% Stock 2208 Faircloud Lane Edmond, Oklahoma 73034 Common Duane L. Femrite (3) 112,025 15.70% Stock 921 East California Avenue Ontario, California 91761 Common Edmund R. Knauf, Jr. (3) 43,800 6.25% Stock 1516 North 2nd Street Sheboygan, Wisconsin 53081 Common Richard A. Krause (2) (3) 150,400 20.95% Stock 921 East California Avenue Ontario, California 91761 Common Robert W. Miller (1) (3) 99,625 13.96% Stock 921 East California Avenue Ontario, California 91761 Common All Officers and Directors 421,350 55.02% Stock as a Group (5 persons) (3) - ------------------------------------- (Footnotes on next page) All shares are owned either directly or beneficially by the owner named in the table except as otherwise indicted in a footnote below. Percentages of class are based on the number of shares of Common Stock outstanding on March 16, 2001. There were 696,036 shares of Common Stock outstanding on March 16, 2001. None of the officers or directors of the Company, except as otherwise indicated, has options to acquire any shares of Common Stock of the Company. Messrs. Femrite, Knauf, Krause and Miller are the only persons known to the Company to beneficially own more than five percent (5%) of its Common Stock. -4- The Company knows of no contractual arrangements that may at a subsequent date result in a change in control of the Company. - ----------------------------- (Footnotes) (1) Does not include 12,000 shares of Common Stock owned by Mr. Miller's father as to which Mr. Miller disclaims beneficial ownership. (2) Includes 128,400 shares of Common Stock owned by The Krause Family Irrevocable Trust. (3) Includes shares of common stock that can be acquired by exercise of vested and exercisable stock options within 60 days of March 16, 2001, as follows: Gregory J. Edwards - 7,500 shares, Duane L. Femrite - 17,625 shares, Edmund R. Knauf, Jr. - 5,000 shares, Richard A. Krause - 22,000 shares, Robert W. Miller - 17,625 shares; all Officers and Directors as a group - 69,750 shares. NOMINATION AND ELECTION OF DIRECTORS The Company's directors are to be elected at each annual meeting of shareholders. The Company's Bylaws authorize between three (3) and seven (7) directors, the exact amount to be determined by the Board. At this Meeting FIVE (5) directors, making up the entire membership of the Board of the Company, are to be elected to serve until the next annual meeting of shareholders and until their successors are elected and qualify. The nominees for election as directors at this Meeting are set forth in the table below and are all recommended by management of the Company. Each of the nominees has consented to serve as a director if elected. In the event that any of the nominees for director should become unable to serve if elected, it is intended that shares represented by proxies which are executed and returned will be voted for such substitute nominee(s) as may be recommended by the Company's existing Board. The FIVE nominee-directors receiving the highest number of votes cast at the Meeting will be elected as the Company's directors to serve until the next annual meeting of shareholders and until their successors are elected and qualify. Subject to certain exceptions specified below, holders of Common Stock of record on the Record Date are entitled to cumulate their votes in the election of the Company's directors (i.e., they are entitled to the number of votes as determined by multiplying the number of shares held by them times the number of directors to be elected) and may cast all of their votes as they so determine for one person or spread their votes among two or more persons as they see fit. No shareholder shall be entitled to cumulate votes for a given candidate for director unless such candidate's name has been placed in nomination prior to the vote and the shareholder has given notice at the Meeting, prior to the voting, of the shareholder's intention to cumulate his/her votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. Discretionary authority to cumulate votes is hereby solicited by the Board. Accordingly, the person named in the accompanying proxy will have discretionary authority to cumulate votes in the election of directors in favor of one or more candidates. -5- The following tables list the nominees for election as directors and shows certain information concerning each nominee, including the number of shares of Common Stock of the Company beneficially owned, directly or indirectly, by such nominee as of the Record Date: PRINCIPAL DIRECTOR NAME OCCUPATION AGE SINCE - -------------------------------------------------------------------------------- Gregory J. Edwards Director 56 1990 Duane L. Femrite President, Co-Chief Executive 55 1985 Officer, Chief Financial Officer of the Company Edmund R. Knauf, Jr. Director 58 1997 Richard A. Krause Vice President of the Company, 65 1992 President, Alger Manufacturing Company, Inc. Robert W. Miller Chairman of the Board, Co-Chief 58 1976 Executive Officer, Secretary of the Company ================================================================================ NUMBER OF SHARES PERCENT OF OF NOMINEE (1) COMMON STOCK (2)(5) CLASS - -------------------------------------------------------------------------------- Gregory J. Edwards 15,500 2.20% Duane L. Femrite 112,025 15.70% Edmund R. Knauf, Jr. 43,800 6.25% Richard A. Krause 150,400 (4) 20.95% Robert W. Miller 99,625 (3) 13.96% ================================================================================ (Footnotes on next page) -6- (Footnotes) (1) The Company has a nominating committee for directors of the Board. Management's nominees for election as directors at the Meeting were recommended by the Nominating Committee and approved by the Board of the Company. (2) All shares are owned directly by the director named in the table except as otherwise indicated in a footnote below. (3) Does not include 12,000 shares of Common Stock owned by Mr. Miller's father as to which Mr. Miller disclaims beneficial ownership. (4) Includes 128,400 shares of Common Stock owned by The Krause Family Irrevocable Trust. (5) Includes shares of common stock that can be acquired by exercise of vested and exercisable stock options within 60 days of March 16, 2001, as follows: Gregory J. Edwards - 7,500 shares, Duane L. Femrite - 17,625 shares, Edmund R. Knauf, Jr. - 5,000 shares, Richard A. Krause - 22,000 shares, Robert W. Miller - 17,625 shares; all Officers and Directors as a group - 69,750 shares. Listed below are descriptions of the business experience for at least the past five years for each director and officer listed in the preceding table. Unless otherwise described below, none of the following persons (i) is related in any way, or (ii) has been involved in certain legal proceedings in the past five years. GREGORY J. EDWARDS Chairman and Chief Executive Officer of CASS Holdings, L.L.C. ("CASS") since January 1993. CASS owns several manufacturing and service companies: CASS Polymers, Inc. (a subsidiary of CASS) owns Ad-Tech Plastic Systems Corp., a producer of polymer systems for the aerospace, automotive, construction and marine industries and owns Milamar Coatings, L.L.C., a producer of epoxy coating products used in the industrial and commercial seamless floor coating business; CASS Services, L.L.C., a government contractor involved with surface preparation and re-coating for U.S. Naval ships and portable landing mats; CASS Financial, L. L. C., an equipment leasing company. Between July 1991 and January 1993, Mr. Edwards was self-employed as a financial consultant and investor. Previously, he was an investment banker with Stephens, Inc. of Little Rock, Arkansas from mid-1990 to July 1991. DUANE L. FEMRITE President, Co-Chief Executive Officer of the Company since May 1999, Chief Executive Officer from April 1995 to May 1999, and Chief Financial Officer since December 1982. Director of the Company since December 1985. Mr. Femrite is a Certified Public Accountant. -7- EDMUND R. KNAUF, JR. Currently self-employed as a consultant and investor. From 1972 to August 1997 worked in various positions for Ametek Inc, a global manufacturer of electrical and electronic products engineered for niche markets, including Vice President of Business Development for the Filtration Group from April 1996 to August 1997 and as Corporate Vice President and General Manager of several Ametek Divisions from 1990 to 1996. RICHARD A. KRAUSE Director and Vice President of the Company since December 1992. President and Chief Operating Officer of Alger Manufacturing Company, Inc. since 1987. ROBERT W. MILLER Chairman of the Board since 1976. Chief Executive Officer of the Company from 1976 to April 1995, Co-Chief Executive Officer from May 1999 to present, Corporate Secretary since April 1995. Director of Core Software Technology from September 1991 to April 1998 and September 1999 to present.
Directors of the Company are elected annually. The present term of office of each director will expire at the next annual meeting of shareholders of the Company or at such time as his successor is duly elected and qualifies. TRANSACTIONS WITH MANAGEMENT The Company is a shareholder of Core Software Technology, a California corporation ("Core") (WWW.CORESW.COM), owning 553,983 shares of the issued and outstanding common stock of Core, representing approximately 9.97% of the issued and outstanding shares of Core's capital stock (assuming the options to purchase additional shares of the capital stock of Core owned by the Company and others are not exercised). The Company also has 535,327 options and warrants at exercise prices of $3-$5 per share to purchase additional shares of common stock of Core, representing approximately 4.13% of the outstanding options and warrants. Core is the leader in geospatial data management software through its TerraSoar(TM) software that enables providers and developers of geospatial data to easily make their archives available for network-based searches and distribution. TerraSoar provides organization and data access management of geospatial data direct to your desktop via any popular Web browser. This data can be accessed from any computer: your own, across the hall, or across the world. Adding databases to TerraSoar is as easy as writing a paragraph -- no programming required. TerraSoar queries multiple, distributed databases with a new, customizable map-based visual search. The software is used in Core's ImageNet service, which provides intuitive, user-friendly Internet access to numerous sources of geospatial information. It is so versatile, you can even use it to distribute other data sets: medical imagery, stock photography and video clips. -8- Core, through its subsidiary ImageNet (WWW.IMAGENET.COM), is the largest source on the Internet to search, browse, and retrieve Earth images and related, geospatial information. The user can simultaneously access numerous databases across the world. Core is a co-founding partner in ImageSat International, N.V. (ISI), (WWW.IMAGESATINTL.COM). ISI plans to build eight high-performance, low-cost, light, agile, low earth-orbiting (LEO) satellites. ISI's constellation of satellites will provide the most frequent daily visit capabilities. On December 5, 2000, ISI announced it had successfully launched an EROS A1 satellite from the Russian Cosmodrome in Svobodni, Siberia. The 250kgs satellite was launched into a sun-synchronous (polar) orbit at 480 kms above the earth. ISI has a network of fourteen Acquisition, Archiving, and Distribution (ADD) ground receiving stations around the world. These ground receiving stations have implemented a unique receiving system and are linked to ImageNet. ISI, through ImageNet, will commence sale of the satellite data in the first quarter of 2001. The Company had made outstanding loans in the principal amount of $685,622 to Core through October 31, 1999. All but $35,000 of the outstanding balance had been reserved. During fiscal 2000 Core repaid $431,430 of principal and interest. A final payment of $89,465 was received in November 2000. In accordance with the terms of the Forbearance Agreement between Core and the Company, the balance of the outstanding loans of $274,248 was converted into common stock of Core at $3 per share or 91,416 shares. Mr. Miller entered into a consulting agreement with Core and assigned the consulting fees to R&D Financial (R&D), a California general partnership of which Messrs. Miller and Femrite are the general partners. The consulting agreement began on January 1, 1995 and ended July 31, 1998, wherein Mr. Miller agreed to provide services to Core relating to financial, investor, capital raising, litigation, and general business matters arising out of Core's on-going restructuring, recapitalization, and financing efforts. As of October 31, 2000, Core owes $101,000 to R&D in connection with said consulting agreement. R&D was paid a total of $43,425 ($37,500 of the outstanding fees) during fiscal 2000. Mr. Miller served as Secretary and Director of Core from September 1991 to April 1998 and Director from May 1999 to present. Mr. Miller has assigned the right to receive any fees as a Director of Core to R&D. During 2000, R&D received no Director fees from Core. Mr. Miller has a beneficial ownership interest in 8,813 shares of the common stock of Core as well as options and warrants to purchase 54,310 shares of the common stock of Core at exercise prices ranging from $3 to $8.25 per share. Mr. Femrite has a beneficial ownership interest in 33,347 additional shares of the common stock of Core as well as options to purchase 3,697 shares of the common stock of Core at $5.50 per share. The above beneficial stock ownership takes into account stock that was previously owned by R&D. During 2000, the Company loaned $32,500 to Fluid Light Technologies, Inc. (FLT), bringing its total investment and loans to $232,500. FLT is in the business of developing, manufacturing and marketing systems to control the motion or flow of light through neon glass tubes. FLT made a product rollout in late fall of 1999 and began selling its product in early 2000. Sales to date have been minimal. The Company owns 512,597 shares of Preferred Stock representing an ownership interest of approximately 5.8% after the closing of FLT's Private Placement in October 1999. Mr. Miller is a director of FLT. -9- The Company has made investments totaling $186,000 ($40,000 during fiscal 2000), as a limited partner, in California South Pacific Investors (CSPI) a California Limited Partnership. CSPI, through its wholly owned companies, has developed and patented biochemical product-identifying barcodes for detecting harmful bacterial pathogens in meats, poultry and dairy products. Mr. Femrite is one of five General Partners in CSPI. Messrs. Femrite, Knauf, Krause and Miller are Limited Partners in CSPI. During fiscal 2000, the Company made loans totaling $115,000 to HealthCove.Com, Inc. HealthCove.Com is involved in the development and marketing of a national discount healthcare benefits program. Robert Miller and Gregory Edwards are directors of HealthCove.Com. In January 1996 the Internal Revenue Service ("IRS") served Mr. Miller with a Notice of Federal Tax Lien with respect to approximately $400,000 in taxes and penalties purportedly owed by Image Data Corp.(IDC), the predecessor company to Core. In connection therewith, the IRS has collected approximately $36,000 from Mr. Miller. In connection with Core's acquisition of the assets of IDC, Core agreed to indemnify and hold Mr. Miller harmless from and against any liabilities relating to or arising out of IDC's business, including taxes and penalties owed by IDC to the IRS. In connection with such indemnity, Core reimbursed Mr. Miller in the approximate amounts of $23,000 during 1997 and $12,000 in 1999. The federal taxes owed by IDC have been settled and paid by Core, and, accordingly, Mr. Miller has no further liability therefor. With respect to Core's settlement of IDC's taxes with the IRS, the IRS required a settlement of not only IDC's tax liability but Mr. Miller's personal tax liability as well. Accordingly, the payment of $182,902 by Core to the IRS resolved both IDC's and Mr. Miller's personal tax liability to the IRS. The Company has made loans to Mr. Miller beginning in 1995. The current loan outstanding, including principal and interest, as of October 31, 2000, is $68,270. The loan, which was due on January 28, 2001, has been extended to January 31, 2002, by the Board of Directors of the Company. The loan bears interest at the rate of 10% per annum and is secured by 20,000 shares of common stock of the company owned by Mr. Miller. -10- REMUNERATION OF OFFICERS AND DIRECTORS EXECUTIVE COMPENSATION The following table sets forth all plan and non-plan compensation awarded to, earned by, or paid to the Company's three most highly compensated executive officers, each of whose annual salary and bonus was in excess of $100,000 and the Company's Chief Executive Officer regardless of compensation level, for services to the Company during the three fiscal years ended October 31, 2000. SUMMARY COMPENSATION TABLE -------------------------- ANNUAL LONG TERM COMPENSATION COMPENSATION AWARDS SECURITIES NAME AND PRINCIPAL UNDERLYING ALL POSITION YEAR SALARY BONUS OPTIONS (2) OTHER (1) - -------------------------------------------------------------------------------- $ $ # $ Duane L. Femrite 2000 158,550 30,000 0 4,000 President, Co-Chief 1999 157,243 15,000 3,750 4,000 Executive Officer and 1998 149,615 25,000 15,000 4,000 Chief Financial Officer Richard A. Krause 2000 179,727 46,659 0 4,000 Vice President and 1999 169,243 24,244 10,000 4,000 President of Alger 1998 161,615 44,985 15,000 3,329 Manufacturing Co., Inc. Robert W. Miller 2000 158,630 30,000 0 352 Chairman of the Board 1999 157,578 15,000 3,750 1,600 Co-Chief Executive Officer 1998 150,066 25,000 15,000 1,600 Corporate Secretary (Footnotes) (1) Other compensation includes contributions made to the Company's 401-K Plan. Does not include use of automobile paid for by the Company. (2) As adjusted to reflect the Company's 1 for 2 reverse split of its shares of common stock, effective January 31, 2000. -11- AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES The following table sets forth information concerning the number and value of exercised and unexercised options held by the following executive officers on October 31, 2000. None of these executive officers exercised options to purchase common stock during fiscal year 2000.
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS SHARES OPTIONS AT AT FISCAL YEAR END ACQUIRED ON VALUE FISCAL YEAR END(#)(3) ($)(1)(2)(3) ----------------------------- ---------------------------- NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISED EXERCISABLE UNEXERCISED ---- ----------- ----------- ----------- ----------- ----------- ----------- Duane L. Femrite 0 $0 12,000 6,750 0 0 Richard A. Krause 0 $0 14,500 10,500 0 0 Robert W. Miller 0 $0 12,000 6,750 0 0 (Footnotes) (1) These amounts represent the difference between the exercise price of the in-the-money options and the market price of registrant's common stock on October 31, 2000. The closing bid price of registrant's common stock on that day on the OTC Bulletin Board was $3.06. Options are in-the-money if the market value of the shares covered by the option is greater than the option exercise price. The option exercise price, on all options, exceeded the $3.06 market value on October 31, 2000. (2) Future exercisability is subject to a number of factors. (3) As adjusted to reflect the Company's 1 for 2 reverse split of its shares of common stock, effective January 31, 2000.
EMPLOYMENT AGREEMENTS Effective January 1, 1991, the Company entered into written employment agreements with Robert W. Miller, as Chairman of the Board and Chief Executive Officer, and Duane L. Femrite, as President, Chief Operating Officer, Chief Financial Officer, and Secretary of the Company. Effective January 1, 1993, Alger entered into a written agreement with Richard A. Krause as President and Chief Operating Officer. Each of the employment agreements is identical as to its terms except for the description of the duties that each employee is to provide. Each agreement is for an initial term of five (5) years, renewable automatically for additional one (1) year periods unless either the employee, the Company, or Alger wishes to terminate it. The employment agreements for Robert W. Miller, Duane L. Femrite and Richard A. Krause were automatically renewed on January 1, 2001, for an additional year. The agreements provide that the salaries of the employees shall be determined by the Board of Directors but may not be less than the salary paid in the preceding year. Each employee shall be entitled to the use of an automobile at the Company's expense and shall be entitled to all benefits and perquisites available to the Company's other employees. -12- If the agreement terminates because of the death of the employee, then the employee's heirs and/or successors shall continue to receive the employee's salary, monthly, for a period of twelve (12) months. If the agreement should terminate for any reason other than cause or death of the employee, including, without limitation, employee's voluntary termination, the Company shall pay the employee a lump sum payment equal to employee's then monthly salary multiplied by the number of years during which the employee was employed by the Company, or Alger, as the case may be, prorated for any partial year of employment. Payment is limited to twenty-four (24) years of employment. The agreements permit the employee to engage in other employment or business opportunities provided that such outside activities do not interfere with employee carrying out his duties to the Company, are not competitive with the Company, and do not result in employee breaching any of his fiduciary obligations to the Company or its shareholders. DIRECTORS' REMUNERATION Outside Directors are to receive an annual honorarium of $5,000 per year and $600 per meeting attended. The Board has a Nominating Committee that is charged with the responsibility of nominating a slate of candidates to serve as directors of the Company. Outside directors on the Compensation Committee, Audit Committee, and Nominating Committee receive $100 for each meeting attended when such committee meetings are held on a day that the full Board does not meet. The Audit Committee, Nominating Committee, and Compensation Committee met once in 2000. SHAREHOLDER PROPOSALS Shareholders who wish to present proposals for action at the 2002 Annual Meeting should submit their proposals in writing to the Secretary of the Company at the address of the Company set forth on the first page of this Proxy Statement. Proposals of shareholders intended to be presented at the 2002 Annual Meeting (a) must be received by the Secretary no later than December 21, 2001, for inclusion in next year's proxy statement and proxy card, and (b) must satisfy the applicable conditions established by the Securities and Exchange Commission for shareholder proposals. COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16 (a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than ten percent of the Company's Common Stock to file with the Securities Exchange Commission initial reports of stock ownership and reports of changes in stock ownership. To the Company's best knowledge, all the Company's directors, executive officers, and persons owning more than 10% of the Company's Common Stock filed all required reports required by section 16 (a) on a timely basis. -13- ANNUAL REPORT TO SHAREHOLDERS The Company's Annual Report to shareholders for the fiscal year ended October 31, 2000 (the "Annual Report"), which includes audited financial statements and schedules thereto, is being mailed with this Proxy Statement to stockholders as of the Record Date. The Annual Report to the shareholders is not incorporated in this Proxy Statement and is not deemed to be a part of the proxy solicitation material. OTHER MATTERS The Management of the Company does not know of any other matters that are to be presented for action at the Meeting. Should any other matters come before the Meeting or any adjournment thereof, the persons named in the enclosed proxy will have the discretionary authority to vote all proxies received with respect to such matters in accordance with their judgments. FORM 10-KSB AND EXHIBITS TO FORM 10-KSB Copies of the Company's Form 10-KSB and the exhibits to the Company's Form 10-KSB for the fiscal year ended October 31, 2000, as filed with the Securities and Exchange Commission, will be furnished to any person from whom the accompanying proxy is solicited upon written request to the Company's Secretary at Athanor Group, Inc., 921 East California Avenue, Ontario, California 91761. A copying charge of $.25 per page will be made for each page of the exhibits requested. BY ORDER OF THE BOARD OF DIRECTORS /s/ DUANE L. FEMRITE -------------------- Duane L. Femrite President Ontario, California March 30, 2001 SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED. -14- PROXY ATHANOR GROUP, INC. 921 East California Avenue Ontario, California 91761 THIS PROXY IS SOLICTED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Duane L. Femrite as Proxy, with the power to appoint his substitute and with full power to act alone, and hereby authorizes him to represent and vote as designated below, all the shares of Common Stock of Athanor Group, Inc. held of record by the undersigned on March 16, 2001 at the Annual Meeting of Shareholders to be held on April 30, 2001. If authority to vote the shares is granted by the undersigned, the shares may be voted cumulatively by the proxy holder for less than all the nominees for director. 1. ELECTION OF DIRECTORS: |_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote (except as marked to the for all nominees listed below contrary below) (INSTRUCTION: to withhold authority to vote for any individual nominee, mark the box next to the nominee's name below.) |_| Gregory J. Edwards |_| Duane L. Femrite |_| Edmund R. Knauf, Jr. |_| Richard A. Krause |_| Robert W. Miller 2. In his discretion, the Proxy is authorized to vote upon such other business as may properly come before the meeting. (PLEASE SIGN AND DATE ON REVERSE SIDE) THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS LISTED IN PROPOSAL 1. Dated: -------------------------------------, 2001 ------------------------------------------------- Signature ------------------------------------------------- Signature if held jointly Please sign exactly as name appears to the left. 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. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE -----END PRIVACY-ENHANCED MESSAGE-----