<PAGE> 1
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
QUADRATECH, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
QUADRATECH, INC.
126 West Maple Avenue
Monrovia, California 910l6
NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING
TO BE HELD OCTOBER 30, 1998
TO: THE SHAREHOLDERS OF
QUADRATECH, INC.
This Special Meeting in lieu of the Annual Meeting of the shareholders
of Quadratech, Inc., a Nevada corporation (hereinafter referred to as the
"Company") will be held on October 30, 1998, at the Monrovia Community Center,
119 West Palm Avenue, Monrovia, California 91016 at 11:00 o'clock a.m. for the
purpose of con sidering and acting upon the following matters:
1. To elect nine (9) members to the Board of Directors.
2. To consider and act upon any other matter which may properly
come before the meeting, or any adjournment or adjournments
thereof.
The Board of Directors has fixed the close of business on September 15,
1998, as the record date for determination of share holders entitled to notice
of, and to vote at, the Special Meeting, and only shareholders of record at such
time and date are entitled to notice of, and to vote at, said meeting. The
transfer books of the Company will not be closed.
If you cannot be present in person, please date, sign and return the
enclosed Proxy. For your convenience, there is an enclosed return envelope for
use in returning your Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
PERRY COPE
September __, 1998 President
Monrovia, California
IMPORTANT: Whether or not you plan to attend the meeting, please complete, sign
and promptly return the enclosed Proxy in the return envelope provided for that
purpose. If you receive more than one Proxy because you own shares registered in
different names or addresses, each Proxy should be completed and returned. If
you attend the meeting, you may withdraw your Proxy and vote in person if you
wish.
<PAGE> 3
QUADRATECH, INC.
126 West Maple Avenue
Monrovia, California 910l6
PROXY STATEMENT
Special Meeting in Lieu of Annual Meeting of Shareholders
To Be Held October 30, 1998
SOLICITATION OF PROXIES
The enclosed Proxy is solicited by the Management of Quadratech, Inc.,
a Nevada corporation (hereinafter referred to as the "Company") for use at a
Special Meeting in lieu of the Annual Meeting of shareholders scheduled to be
held on October 30, 1998 at the Monrovia Community Center, 119 West Palm Avenue,
Monrovia, California 91016, at 11:00 o'clock a.m., and at any and all
adjournments thereof.
Shares represented by properly executed proxies received in time for
the meeting will be voted in the manner set forth herein. The proxy may be
revoked by filing with the Secretary of the Company a revoking instrument or a
duly executed proxy bearing a later date. Unless revoked, the proxy will be
voted as specified. The powers of the proxy holders will be suspended if the
person executing the proxy is present at the meeting and elects to vote in
person.
The cost of this solicitation will be borne by the Company and the
solicitation will commence on or about September __, 1998. Solicitations will be
by mail, except in addition, solicitations may be made by telephone, or
telegraph by officers or by regular employees of the Company who may request
brokerage houses and other custodians, nominees and fiduciaries to either (1)
forward proxy soliciting material to the beneficial owners of the shares held of
record by such persons, or (2) provide the Company with an appro priate list of
names, addresses and holdings of the beneficial owners of shares and appropriate
authorization, in which case the Company will forward soliciting materials
directly to the benefi cial owners. Such officers and employees will not be
additionally compensated.
THE COMPANY
Quadratech, Inc. was incorporated on February 4, 1984 under the laws of
the State of Utah (the "Company"). On March 19, 1990, the Company changed its
domicile from Utah to the State of Nevada. Until August 1993 the Company had no
operations (former management had attempted transactions to acquire assets for
business development). In 1993, the Company entered into an agreement and plan
of reorganization with OSA, Inc. The shareholders of OSA, Inc.
1.
<PAGE> 4
received 5,500,000 shares of the Company's stock, representing 60% of the
outstanding shares, in exchange for all of the issued and outstanding shares of
OSA, Inc. stock. The present business of the Company is a continuation of OSA,
Inc.'s business.
OSA, Inc. was incorporated in 1991, under the laws of the State of
California. Its shareholders were Maria Comfort, Ed V. Lunenschloss, William
Snyder, Michael Montgomery and John Sullivan. OSA, Inc. was formed to act as a
distribution company for oil absorbent products. Dissatisfaction with such
products led to the development and invention by Maria Comfort and Ed V.
Lunenschloss of the Company's oil absorbent material, a patented product.
The Company is deemed to be a developer and manufacturer of
waste-to-energy and other environmentally accepted products. The Company has
five product lines:
A. OIL ABSORBENT MATERIALS AND ALTERNATIVE-ENERGY PRODUCTS. The Company
obtained by assignment from Ed V. Lunenschloss U. S. Patent No. 5,248,391 issued
on September 28, 1993 for its oil absorbent material and currently has the
rights/an unrestricted license as an oil-spill cleanup agent, in accordance with
Title 23, Division 3, Chapter 10, of the California Code of Regulations. The
Company believes that there are other licensed competitors whose products may be
used on a restricted basis, i.e., their products, unlike the Company's cannot be
deployed or used in free form in open waterways.
B. FLOOR SWEEPS. The Company's floor sweep products absorb and retrieve
spilled oil and waste water from airplanes (jet fuel), gasoline stations (gas
and diesel), machine shops, barge floors, repair shops and caustic acids, such
as battery electrolytes, chromium acid and sulfuric acid.
C. PET LITTER. Flush-It(TM) Pet Litter, made from recycled paper,
primarily for the feline market, is more absorbent than clay, silica, and
diatomaceous earth. It can be flushed down the toilet, and it helps in cleaning
sludge build-up, with its oil and grease absorbency. It is deemed by the Company
to be environ mentally friendly, biodegradable, with excellent odor control and
minimum tracking. Stable Mate, made from recycled paper, is a biodegradable,
odor controllable absorbent utilized primarily for horse bedding or other animal
uses. The Company's initial testing of the product indicates that it has no
adverse health impact on animals. The Company has commenced marketing this
product directly to horse owners and to entities who board, either permanently
or temporarily (horse racing tracks) and/or transfer animals and to
distributors.
D. B4TK DISINFECTING SANITIZER. B4tk is a bacteria and virus killing
product, applicable to agricultural animals, that is sprayed in animal stalls,
pens and on animal bedding.
2.
<PAGE> 5
E. ACID ABSORBENT. A battery acid floor sweep-absorbent also made from
recycled paper, is capable of neutralizing caustic acids such as battery
electrolytes, chromium acid, and sulphuric acid. Upon absorption the sweep may
be discarded as a non-hazardous product.
OUTSTANDING STOCK AND VOTING RIGHTS
In accordance with the provisions of the By-Laws of the Company, the
Board of Directors has fixed the close of business on September 15, 1998, as the
record date for the determination of shareholders entitled to notice of the
Special Meeting and only shareholders of record on that date will be entitled to
vote thereat.
As of the record date, the Company has 18,661,228 shares of its Common
Stock issued and outstanding and each share is entitled to one (1) vote on all
matters to be presented at the meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth as at September 15, 1998, certain
information as to the common stock of the Company owned of record and/or
beneficially by each person who is known to the Company to own more than five
(5%) percent of the outstanding Common Stock, and by all officers and directors
of the Company.
<TABLE>
<CAPTION>
APPROXIMATE
NAME AND ADDRESS AMOUNT BENEFICIALLY PERCENT
OF OWNER AND/OR OWNED OF RECORD OF CLASS
- ---------------- ---------------------- -----------
<CAPTION>
<S> <C> <C>
Maria Comfort 1,001,176 5.0%
Apt. #17
14411 Riverside Drive
Encino, California 91315
Perry Cope 201,000 1.0%
1231 San Carlos Road
Monrovia, California 91016
Ted D. Kimbrough 100,000 ---
1933 Durango Avenue
Los Angeles, California 90034
Lilly V. Lee 100,000 ---
4751 Wilshire Boulevard
Suite 207
Los Angeles, CA 90010
Michael Montgomery 650,000 3.5%
10501 Valley Blvd., #121
El Monte, California 91731
Peter Olson 100,000 ---
521 N. Arden Drive
Beverly Hills, CA 90210
Craig Glen Robitaille 100,000 ---
21391 Dockside Circle
Huntington Street, CA 92646
William Snyder 1,879,259 10.1%
409 South Hindry
Inglewood, California 90301
Christopher Wiles 260,000 1.4%
23535 Windom Street
West Hills, California 91304
</TABLE>
3.
<PAGE> 6
REMUNERATION OF DIRECTORS AND OFFICERS
During fiscal years ended 1996 and 1997 the following payments were
made:
<TABLE>
<CAPTION>
1996 1997
NAME POSITION REMUNERATION
- ---- -------- -------------------
<S> <C> <C> <C>
Perry Cope .................. President and Chief -0- $ 2,0001(1)
Executive Officer
Maria Comfort ............... Former President, and
Chief Executive Officer $ 34,000 $ 17,560
Ed V. Lunenschloss(2) ....... Executive Vice
President $ 26,000 $ 26,000
Darlene Foreman ............. OSA, Inc.
Former Controller $ 42,800 $ 25,400
All Executive Officers
as a group .................. $102,800 $ 68,960
</TABLE>
- -------------
(1) $6,000 had been paid in 1997 prior to Mr. Cope being named to the Board
of Directors.
(2) Deceased.
No compensation is payable to Directors of the Company in connection
with attendance at board meetings or otherwise, except as such Directors may
also serve as compensated Officers of the Company. Each Director, at the time of
acceptance to the Board of Directors, is granted the right to acquire 100,000
shares of Common Stock. At this time no other compensation has been scheduled
for any other member of the Board of Directors.
4.
<PAGE> 7
Future compensation of Officers will be determined by the Board of
Directors based upon the financial condition and per formance of the Company,
the financial requirements of the Company, and upon the individual performance
of each Officer. The Board of Directors intends to ensure that the salaries paid
to the Company's Officers and employees are reasonable and prudent and are based
upon both the financial condition and performance of the Company and upon the
performance of individual Officers.
The Company presently does not have any annuity, pension, retirement,
or other deferred compensation plans.
As of September 15, 1998, options to purchase a total of 1,600,000
shares of Common Stock have been granted. All options expire on August 31, 2001.
The following table shows certain information regarding all outstanding options
granted:
<TABLE>
<CAPTION>
EXERCISE
EXPIRATION
NUMBER OF EXERCISE DATES
NAME SECURITIES PRICE(1)(2) AUGUST 31
- ---- ---------- ---------- ---------
<S> <C> <C> <C>
Maria Comfort 300,000 $.10/$.25/$.50 1999-2000-2001
Perry Cope 300,000 $.10/$.25/$.50 1999-2000-2001
Ted D. Kimbrough 100,000 $.10/$.25/$.50 1999-2000-2001
Lilly V. Lee 100,000 $.10/$.25/$.50 1999-2000-2001
Michael Montgomery 200,000 $.10/$.25/$.50 1999-2000-2001
Peter Olson 100,000 $.10/$.25/$.50 1999-2000-2001
Craig Glen
Robitaille 100,000 $.10/$.25/$.50 1999-2000-2001
William Snyder 200,000 $.10/$.25/$.50 1999-2000-2001
Ronald J. Stauber 100,000 $.10/$.25/$.50 1999-2000-2001
Christopher Wiles 100,000 $.10/$.25/$.50 1999-2000-2001
- -------------------
</TABLE>
(1) No holder of any options have exercised their rights.
(2) As of September 15, 1998, the exercise price for each of the options
heretofore granted exceeded the market price.
PROPOSAL 1
ELECTION OF DIRECTORS
It is proposed that nine (9) directors be elected at the Special
Meeting, all to hold office for one (1) year and until the next annual
shareholders' meeting or until their successors are duly elected and qualified.
It is the intention of the persons named in the Proxy to vote for the election
of the following nominees as directors of the Company.
5.
<PAGE> 8
<TABLE>
<CAPTION>
NAME AND ADDRESS AGE POSITION
- ---------------- --- --------
<S> <C> <C>
Perry Cope 63 Director, President and
1231 San Carlos Road Chief Executive Officer
Arcadia, California 91016
Michael Montgomery 62 Director and General
10501 Valley Blvd #121 Counsel
El Monte, CA 91731
Ted D. Kimbrough 63 Director and Secretary
1933 Durango Avenue
Los Angeles, California 90034
Lilly V. Lee 68 Director and Treasurer
4751 Wilshire Boulevard
Suite 207
Los Angeles, CA 90010
Maria Comfort 57 Director
Apt. #17
14411 Riverside Drive
Encino, California 91315
William Snyder 73 Director
509 South Hindry
Inglewood, CA 90301
Christopher Wiles 42 Director
23535 Windom Street
West Hills, CA 91304
Peter Olson 56 Director
521 N. Arden Drive
Beverly Hills, CA 90210
Craig Glen Robitaille 39 Director
21391 Dockside Circle
Huntington Street, CA 92646
</TABLE>
The directors of the Company are elected to serve for a one (1) year
term and until the next annual shareholders' meeting or until their respective
qualified successors are elected. Officers of the Company hold office at the
discretion of the Board of Directors.
BACKGROUND OF OFFICERS AND DIRECTORS
PERRY COPE received his Bachelor of Administration in Mar keting from
the University of Houston, Texas and a Master of Business Administration Degree
from the University of Southern California. Mr. Cope has over 35 years
experience in marketing and executive management with North American Philips and
Xerox Corporation. He was at Xerox for twenty-seven years where he served as
Vice President of Marketing for Xerox Medical Systems, and was later Director of
Sales and Service for Philips Medical, Ultrasound division. Mr. Cope founded Sea
to Sea International Con sulting Company in 1991 and acted as a consultant to
medical product manufacturers for six years. Mr. Cope joined the Board on
November 1, 1997. In 1997 Mr. Cope became Chief Executive Officer of the Company
and in August, 1998 was elected President.
6.
<PAGE> 9
MICHAEL MONTGOMERY graduated from UCLA in 1960 with a Bachelor of
Science degree in Finance, and received his Juris Doctor from the University of
Southern California Law School in 1963. Mr. Mont gomery is admitted to the Bars
of California, Florida, and Hawaii, and admitted to practice before the United
States Supreme Court. Mr. Montgomery has been appointed to and served on
federal, state, and local bar committees. Since 1964 he has been engaged in the
practice of law, both in private practice as a solo practitioner and as
corporate counsel for several corporations. Mr. Montgomery has acted as special
counsel on over $1.5 billion of Municipal Bonds, including one $395 Million
offering. Mr. Montgomery is a past State Chairman of the California Republican
Party and was both the Mayor and Councilman of the City of South Pasadena for
two terms. He is currently serving as legal counsel to several public agencies.
TED D. KIMBROUGH received his Bachelor of Science in Education from
Northern Illinois State University, his Master of Science in Education from
California State University, Los Angeles, did Post graduate studies at
Pepperdine University, University of California at Los Angeles and University of
Southern California and an Honorary Juris Doctorate from the University of West
Los Angeles. Mr. Kimbrough is the President and Owner of Multi-Kim & Associates,
Inc. and the former Superintendent of Schools for the Sacramento Unified School
District (1996-1997), Chicago Unified School District (1990-1993); Compton
Unified School District (1982-1990). Previously, he had been employed by the Los
Angeles Unified School District.
LILLY V. LEE is Chairman of Lilly International, Inc. Ms.
Lee's business activities include real estate investments, trade,
trucking, retail, franchise consultant and strategic alliances with
various sectors of businesses n the U.S.A. Australia, China, Hong
Kong, Indonesia, Thailand and the Philippines. Ms. Lee is currently
the Chairman of the World Trade Center association, Los Angeles
Long Beach which is linked with other trade offices in 97
countries, and is the Chairman of Southern California Asian pacific
American Legal Center, Executive Council. Ms. Lee is on the
Executive Boards of Bank Plus Corporation and Fidelity Federal Bank
and is a member of the Board of Directors of Gateway Investment
Services, Inc.
7.
<PAGE> 10
MARIA COMFORT holds an Associate of Science Degree in Fine Arts from
Santa Barbara City College, Santa Barbara, CA., June 1975. She has an additional
year of college credits from Santa Barbara and UCLA. Ms. Comfort began her
career in 1968 as a para legal with Ashland Oil and Chemical Company, Columbus,
Ohio. She helped to establish the Credit Card Division for Ashland Oil's main
company in Ashland, Kentucky. She also worked with multimillion dollar
acquisitions and sales contracts for Ashland's Chemical Company. She remained
with Ashland until 1972. From 1972 until 1985 Ms. Comfort was self-employed as a
personal manager in the entertainment industry. She managed young actors' and
actresses' careers in television and film. From 1985 until 1990, Ms. Comfort
worked for the George Williams and Associates Corporation of Los Angeles, CA in
the capacity of Financial Manager. In late 1990, Ms. Comfort established OSA,
Oil Scavenger Absorbent, Inc. She is its president. Ms. Comfort is a founder and
former President and Chief Executive Officer of the Company.
WILLIAM SNYDER is the founder and CEO of Caprice Engineering Company,
which he established in 1972. Mr. Snyder started it as a supplier to the U.S.
Government of miscellaneous aircraft spare parts. During his tenure, (since
1972) the firm increased its yearly sales from $100,000 to $3,000,000. His
experience ranges from sales and inventory control through manufacturing and
quality control, with emphasis on the day to day administration of a
Government-controlled business. From 1968 to 1972, Mr. Snyder was sales manager
of Sparkadyne Corporation, a military spare parts manufacturing company. From
1950 to 1967, Mr. Snyder was Purchas ing Supervisor at Rockwell Aviation, a
supplier of aircraft and space equipment to the U.S. Government.
CHRISTOPHER WILES received a Bachelor of Science degree in Accounting
from San Francisco State University, California in 1978. From 1983 to 1988 he
was National Sales Manager Teraco, Inc., a company engaged in the manufacture of
promotional goods and from 1982 until 1993, was Vice President - Sales for Ocean
Manufacturing Corporation, a company engaged in the manufacture of promotional
products. From 1993 to the present Mr. Wiles has been engaged in the business of
marketing promotional products under the name of CW Marketing & Promotional
Services.
PETER OLSON received his Bachelor of Science Degree at University of
Utah and a Master of Business Administration Degree from Brigham Young
University. For the past five years he has been the Chairman and Chief Executive
Officer of Olson Farms, Inc., a business engaged in the production, processing
and distribution of eggs in the Western United States. Mr. Olson also serves as
a Chairman of the California Egg Commission and is past President of Pacific Egg
& Poultry Association.
CRAIG GLEN ROBITAILLE received his Bachelor of Science in Environmental
and Occupational Health from Cal State University, Northridge, California. From
1981 through 1993, Mr. Robitaille was an executive with various southern
California businesses involving quality control and facility and plant
management. In 1993, he founded ACCU CHEM Conversion, Incorporated, a chemical
handling and transportation company, with special emphasis on handling hazardous
materials.
8.
<PAGE> 11
FINANCIAL MATTERS
Financial information will be submitted at the meeting.
OTHER MATTERS
Management knows other matters are likely to come before the Special
Meeting of shareholders. If any matters should properly come before the meeting,
it is intended that the persons named in the accompanying form of Proxy would
vote such Proxy in accordance with their best judgment on such matters and will
be entitled to exercise their discretion with respect to any such vote.
SHAREHOLDERS PROPOSALS
In order to be considered for inclusion in the Company's Proxy
Statement and Proxy relating to the Company's Annual Meeting to be held in April
18, 1999, proposals by shareholders intended to be presented at such Annual
Meeting must be received by the Company no later than February 28, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
September __, 1998 PERRY COPE
President
9.
<PAGE> 12
QUADRATECH, INC.
126 West Maple Avenue
Monrovia, California 91016
PROXY
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Perry Cope and Maria Comfort, or either of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated below, all of the
shares of Common Stock of Quadratech, Inc., held of record by the undersigned on
September 15, 1998, at the Special Meeting in lieu of the Annual Meeting of the
Shareholders to be held on October 30, 1998, at 119 West Palm Avenue, Monrovia,
California 91016 at 11:00 a.m., local time, and any adjournment thereof.
1. To elect a Board of Directors consisting of the following nominees:
For / / Withhold Authority / / PERRY COPE
For / / Withhold Authority / / MICHAEL MONTGOMERY
For / / Withhold Authority / / TED D. KIMBROUGH
For / / Withhold Authority / / LILLY V. LEE
For / / Withhold Authority / / MARIA COMFORT
For / / Withhold Authority / / WILLIAM SNYDER
For / / Withhold Authority / / CHRISTOPHER WILES
For / / Withhold Authority / / PETER OLSON
For / / Withhold Authority / / CRAIG GLEN ROBITAILLE
2. For any other matter which may be properly be introduced at the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED IN FAVOR OF ALL PROPOSALS.
<PAGE> 13
Please sign exactly as your name appears on the address of this
envelope. When shares are held by joint tenants, both should sign. When signing
as attorney, executors, 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 by autho rized person.
DATED: ___________, 1998
------------------------------
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY,
USING THE ENCLOSED ENVELOPE.
