-----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, A/PRTJrae+/yp8e5LfDDs26kYAeXFHMMrKzuZyQJvOc3b0dl/O7qHnPLR2w7NWXh KWe4V5CpRuy1x9oZennn0w== 0000914233-96-000093.txt : 19970924 0000914233-96-000093.hdr.sgml : 19970924 ACCESSION NUMBER: 0000914233-96-000093 CONFORMED SUBMISSION TYPE: PRES14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960509 FILED AS OF DATE: 19960722 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAN DIEGO BANCORP CENTRAL INDEX KEY: 0000319124 STANDARD INDUSTRIAL CLASSIFICATION: 2870 IRS NUMBER: 95355578 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRES14C SEC ACT: SEC FILE NUMBER: 000-10147 FILM NUMBER: 96597418 BUSINESS ADDRESS: STREET 1: 3335 SOUTH 900 EAST STREET 2: SUITE 230 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 BUSINESS PHONE: 8014675339 MAIL ADDRESS: STREET 1: 3335 SOUTH 900 EAST STREET 2: SUITE 230 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 FORMER COMPANY: FORMER CONFORMED NAME: SAN DIEGO BANCORP DATE OF NAME CHANGE: 19931124 PRES14C 1 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) ---- Check the appropriate box: [ x ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement San Diego Bancorp - - - -------------------------------------------------------------------------------- (Name of Registrant As Specified In Charter) Payment of Filing Fee (Check the appropriate box): [ x ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g). [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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: SAN DIEGO BANCORP. 3335 South 900 East Suite 230 Salt Lake City, Utah 84106 NOTICE AND INFORMATION STATEMENT This information statement is being furnished by San Diego Bancorp., a California corporation (the "Company"), to the holders of the Company's common stock, no par value (the "Bancorp Common Stock"), in connection with the adoption of a change of the name of the Company to Applied Earth Technologies, Inc. (the "Name Change"). The Company's board of directors unanimously recommended the Name Change for the Company and on May 9, 1996, nine (9) stockholders of the Company holding 7,469,371 shares, constituting 58.8% of the issued and outstanding shares entitled to vote on the adoption of the Name Change, have executed a written consent to such Name Change in accordance with Section 603 of the California Corporations Code. Pursuant to the requirements of law, the Name Change shall be effective as of , 1996. --------------- After , 1996, each shareholder may have his certificate(s) -------------- exchanged for those bearing the name of Applied Earth Technologies, Inc. by delivering the old certificates to Interwest Transfer Co., P. O. Box 17136, Salt Lake City, Utah 84117. The Company shall bear the cost of the exchange of the certificates, so long as the shareholder does not request a transfer to another person or entity or the issuance of additional certificates. This information statement is first being provided to shareholders of record on or about August , 1996. --- WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. BY ORDER OF THE BOARD OF DIRECTORS July 20, 1996 DISCUSSION OF NAME CHANGE AND GENERAL COMPANY MATTERS San Diego Bancorp, a California corporation (the "Company"), was incorporated in May of 1979. The Company began business as an industrial loan company and operated through its subsidiary El Camino Thrift and Loan Association in and around San Diego, California. In 1986, after suffering substantial losses in the loan business, the Company ceased operations, liquidated its assets, which consisted of those assets held by El Camino Thrift and Loan Association and paid the remaining liabilities. The Company had no operations until June 1993 when current management of the Company, after investigation into the pesticide industry, decided to acquire Enviro-Guard Corporation, a Utah corporation ("Enviro-Guard"). Enviro-Guard, through various subsidiaries, had obtained Environmental Protection Agency ("EPA") approval on several insecticide products and labels. The insecticides developed by Enviro-Guard are unique in that they are organically based and non intrusive to the environment. Through the acquisition of Enviro-Guard, the Company can now produce a line of environmentally friendly insecticides and plant care products. The Company believes the emphasis on environmentally friendly products will be particularly advantageous in the future and will provide the Company a unique market niche. The Company's products utilize biological, natural killing agents. Whereas, conventional synthesized chemical insecticides contain hazardous chemicals. While conventional synthesized chemical insecticides can contaminate the soil, ground water, rivers and lakes for years, the Company's products have proved to leave the environment unharmed. One of the problems that the Company has is a lack of identity. Most states will not even allow the management to register the name San Diego Bancorp because the Company is not in the banking business. Management feels one of the first steps the Company must take is to establish an appropriate identity. The Company has had a shortage of working capital during much of its existence, which is likely to continue unless the Company increases substantially its sales revenue or obtains additional working capital through equity sources. Because of the lack of funds, the Company has been unable to complete its audits and file its periodic reports in a timely manner. Until recently, the Company owed annual and quarterly reports from a period commencing December 31, 1994, to the present. The Company filed its 1994 Form 10-KSB on July 17, 1996. All of the delinquent reports should be filed by August 23, 1996. If you wish to receive copies of the reports, please notify the Company and they will be sent to you. Set forth below is some information about the Company which will be set forth in more detail with the appropriate financial information at such time as the Company can file its periodic reports. Products The cost and time associated with EPA approval delayed Enviro-Guard's entry into the market place until the latter part of 1993. As such, Enviro-Guard has yet to receive wide spread acceptance of its product; however, test marketing has shown positive signs. Through Enviro-Guard, the Company has obtained a variety of proprietary, environmentally friendly, non-toxic insecticides for various areas of use and effective on a multitude of insects and plants under the tradenames ResultsTM and DiatectTM. The active ingredients used in the products are diatomaceous earth, pyrethrin, and piperonyl butoxide. Additionally, the Company manufactures, distributes, and sells a line of animal- actuated insecticide applicators under the tradename of Dr. ScratchTM. Diatomaceous earth ("DE") is an organic material mined from fossilized shell remains of diatoms. The Company's products require an extremely fine grade of freshwater diatom containing few impurities. One of the numerous uses for DE is as a natural insecticide, since it causes severe mechanical cutting damage to insects akin to the damage of ground glass swallowed by humans. Once the covering of an insect's shell is cut, DE absorbs bodily fluids of the insect, causing dehydration and death. Moreover, the DE causes extensive trauma to insects, both internally and externally. In order to not reduce or nullify its effectiveness as an insecticide, DE has to be free of significant impurities. DE by itself can be used as an insecticide, but is generally slow to reduce insect populations and thus has limited effectiveness, especially against fast-breeding insects. For this reason, Enviro-Guard's products combine DE with pyrethrin. Pyrethrins are oily liquid esters derived from the pyrethrum flower, the "African Daisy." Although this extract is toxic to insects and cold-blooded animals, and it apparently does not affect warm-blooded life. Enviro-Guard also uses piperonyl butoxide ("PBO") as a synergist. PBO is an extract originally discovered in a variety of sassafras and which has been synthesized to produce greater quantities. Enviro-Guard combines DE, pyrethrin, and PBO by using surfactants to insure a good mix and greatly increase effectiveness and persistence. The combination of DE, pyrethrin, and PBO results in a compound much more effective than each ingredient individually. When using the three ingredients together, the DE breaks down the chitin, allowing the pyrethrin to act on the insects' nerve cells directly while PBO enhances the action of the fast knockdown provided by the pyrethrin. The pyrethrin does not evaporate as quickly and is released for hours rather than minutes. PBO enhances pyrethrin by as much as ten times. Without it, the cost of additional pyrethrin would make the cost of the product prohibitive. The Company's products consist of: Diatect D-20 Insecticide, EPA Registration No. 42850-1, Indoor Insecticide. Control roaches, fleas, ants, silverfish, crickets, bedbugs, box elder bugs, and other insects. Use under sinks, behind furniture, in air vents, under tile, stairwells, and basements. Diatect Multi-Purpose Insecticide, EPA Registration No. 42850-2. Distributed in the agriculture market, the largest end-user market for insecticides, commercial, industrial, and government markets as Diatect Multi- Purpose Insecticide. This insecticide is approved by the EPA for use in a wide variety of areas, e.g., edible growing crops, animal quarters, livestock, ornamentals, etc., under the least hazardous classification and is effective on a wide variety of insects. The insecticide can be applied as a dust or sprayed in solution with water and can be used on crops and fruits up to and including the day of harvest. Distributed in the retail market for use in the home and garden markets under the trade name ResultsTM under the following retail labels: Results Ant and Insect. Controls ants, aphids, caterpillars, leafhoppers, lice, mites, mosquitoes, ticks, and other insects. Results Tomato and Garden. Protects garden plants from many varieties of worms, beetles, leafhoppers, stink bugs, squash vine borers, and other insects. Results Rose and Floral. Protects Azaleas, Begonias, African Violets, Chrysanthemums, Dogwood, Elm, Roses, Tulips, and many other plants. Destroy insects such as mealybugs, fruit flies, white flies, and caterpillars that ruin the beauty of garden flowers and plants. Results Fire Ant Insecticide. Applying the insecticide directly to the fire ant mounds provides quick, effective control in eliminating these aggressive, dangerous pests. Each year, 10,000 Americans seek hospital treatment for venomous fire ant stings and two of those people die. Unlike bees, fire ants can sting repeatedly and have a very aggressive behavior. The Company believes, Diatect and Results are far more effective than major competitive products, which are synthetic chemicals. Diatect Pet Powder, EPA Registration No. 42850-3. To be marketed on a retail basis under the tradename "Results." Results Pet Powder. Protects dogs, cats, and other pets against fleas, ticks, and lice infestation. Can be applied directly on pets and on their sleeping areas without the fear of using potentially harmful chemicals. Dr. ScratchTM is a line of animal-actuated insecticide applicators, which is marketed to livestock growers. Other dusters are available which apply dust to animals' hair but lack features that massage ultra-fine dust through the hair onto the skin. Those features are unique to Dr. ScratchTM dusters. MANAGEMENT OF THE COMPANY The following table sets forth the name, age, and position of each executive officer and director and the term of office of each director of the Company.
Director and/or Name Age Position Officer Since Ross S. Wolfley 44 President, Chief Executive Officer, October 1995 and Director Elwynn S. Hewlett 56 Executive Vice-President and February 1995 Chairman of the Board of Directors Dale H. Christiansen 42 Chief Financial Officer and Director October 1993 George H. Henderson 67 Director February 1995 John L. Runft 58 Director February 1995 Dennis P. Nielsen 56 Secretary and Director August 1995 Michael P. McQuade 39 Director February 1995 Robert B. Crouch 70 Director October 1993
Each director of the Company serves for a term of one year and until his or her successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until his or her successor is elected at the annual meeting of the board of directors and is qualified. Messrs. Wolfley and Hewlett have three (3) year employment agreements with the Company. Set forth below is certain biographical information regarding each of the Company's executive officers and directors. Ross Wolfley, was the Director of PC Marketing for WordPerfect Corporation from September 1986 to April 1993. In his capacity as Director of PC Marketing, Mr. Wolfley was responsible for the release of the WordPerfect 5.1, the most widely used word processor in the world. While in charge of channel marketing and distribution for WordPerfect, he was responsible for establishing and maintaining relationships with the major U.S./Canadian distributors and resellers authorized to carry the WordPerfect products. During that time, more than 56% ($200+ million) of WordPerfect Corporation's domestic sales was through these channels Elwynn S. Hewlett, Jr., was, prior to the acquisition of EGC by the Company, the president of EGC. Prior to that time, from 1987 to 1989, he was president of Asia America Corporation, a manufacturer and distributor of products manufactured in the Far East. Dale H. Christiansen, was prior to the acquisition of Enviro-Guard Corporation ("EGC") by the Company, employed as EGC's Chief Financial Officer. From 1990 to 1993, Mr. Christiansen was self-employed as a financial management consultant. From 1988 to 1990, Mr. Christiansen was a consultant and then chief financial officer for Security Marketing Group, Oxnard, California. From 1986 to 1988, he served as chief financial officer for J.D. Power & Associates, Agoura Hills, California. Prior to that Mr. Christiansen has served in financial planning positions with both Nissan Motor Corporation, Garden, California, and Chrysler Corporation, Highland Park, Michigan. Mr. Christiansen received a BS in Business Management from Brigham Young University, Provo, Utah in 1975; and a MBA from J.L. Kellogg Graduate School of Management, Northwestern University, Evanston, Illinois in 1977. George H. Henderson, was employed as Senior International Trade Specialist by the State of Idaho from 1990 to 1996. From 1985 to 1987, Mr. Henderson served as the Mine and Plant Manager in connection with a joint venture of Occidental Petroleum and the government of the People's Republic of China. While serving in this capacity, Mr. Henderson was in charge of the development and then successfully putting into operation the world's largest open pit coal mine and its accompanying preparation plant facility. John L. Runft, is an Attorney at Law currently serving as President and a Director of Karlinmar Corporation and Karlinmar Capital Corporation. Mr. Runft is also serving as a Civilian Aide to the Secretary of the Army of the United States and has been since his appointment in 1988. He is also a Member and Director of the Idaho Community Foundation. Dennis P. Nielsen has had much experience in the management and marketing arena. From 1989 through 1992, Mr. Nielsen was the Owner/Dealer of eleven new car franchises, including: Ford, Mercury, Chrysler, Plymouth, Dodge, Dodge Trucks, Jeep/Eagle, Pontiac, Cadillac, Buick, and GMC Trucks. From 1992 to the present, Mr. Nielsen has been a self-employed consultant and Director of Dixie National Life Insurance Company, Jackson, Mississippi; President/Director Knights Bridge Holding Corp., Salt Lake City, Utah; Chairman/Director ICN Networks, Inc., Hawaii; President/Director Consulting Services, Inc., Salt Lake City, Utah. Michael P. McQuade has had his own private dental practice in Richmond, Virginia since 1987. He is also currently the President of Courthouse Road Landowners Association in Richmond, Virginia, and is currently in the process of developing 22 acres in the Richmond area. Robert B. Crouch has since 1991 been an officer and director of Enviro- Guard Corporation. Prior to that time, from 1988 to 1991, he served as an officer and director of Asia American Enterprises, Inc., Salt Lake City, Utah. Mr. Crouch has been a member of the District of Columbia, Ohio, and California Bar Associations. He has been in private practice and worked for legal firms, businesses, and the U.S. Patent Office providing patent advice and performing patent examination. Mr. Crouch received a B.S. in Civil Engineering, University of Idaho, Moscow, Idaho in 1949, and an L.L.B. from George Washington University, Washington, DC in 1953.
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