<PAGE>
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.
- --------------------------------------------------------------------------------
(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:
---------------------------------------------------------------------
(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
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:
---------------------------------------------------------------------
<PAGE>
QUADRATECH, INC.
11401 Valley Blvd Suite 200A
El Monte, California 91731
ANNUAL SHAREHOLDERS MEETING
TO BE HELD APRIL 13, 2000
TO: THE SHAREHOLDERS OF
QUADRATECH, INC.
This Annual Meeting of the shareholders of Quadratech, Inc., a Nevada
corporation (hereinafter referred to as the "Company") will be held on April 13,
2000, at 10:00 A.M., at the Holiday Inn, Costa Mesa, 3131 S. Bristol Street,
Costa Mesa, California 92626, for the purpose of considering and acting upon the
following matters:
1. To elect seven (7) 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 March 2,
2000, as the record date for determination of share holders entitled to notice
of, and to vote at, the Annual Meeting of Shareholders, 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
CRAIG G. ROBITAILLE
March 2, 2000 President
El Monte, 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>
QUADRATECH, INC.
11401 Valley Blvd Suite 200A
El Monte, California 91731
PROXY STATEMENT
Annual Shareholders Meeting
To Be Held April 13, 2000
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 the
Annual Meeting of shareholders scheduled to be held at the Holiday Inn, Costa
Mesa, California 92626, 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 March 2, 2000. 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 appropriate 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 beneficial 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. 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.
In October, 1999 The Company entered into an agreement of plan and
re-organization with ACCU CHEM Conversion, Inc. (ACC). The shareholders of ACC
received 5,000,000 shares of stock currently representing 41% of the outstanding
stock of QUDT, in exchange for 83% of ACC's shares.
1.
<PAGE>
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, and performs third party logistics services.
I. Products
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.
E. ACID ABSOBENT. A battery acid floor sweep-absorbent also made from
recycled paper, is capable of neutralizing acids such as, battery electrolytes,
chromium acid, and sulphuric acid. Upon absorption the sweep may be discarded in
accordance with all applicable Federal, State and local laws.
F. ACCU CHEM Conversion, Inc. (ACC) was incorporated in January 1994 under
the laws of California. The Company acquired 83% of ACC in October 1999 in a tax
free re-organization plan approved by a majority of the Company's shareholders.
II. Services
ACC performs third party logistics support for food, chemical and textile
manufacturers located throughout the United States. ACC's third party support
services include: operation of two (2) railroad terminals in Southern
California, the transportation of both hazardous and non-hazardous materials in
a fleet of company owned and operated tractors and trailers, and a Just-In-Time
purchase/supply agreement with a leading aerospace company.
ACC employs twenty-eight (28) full-time personnel and maintains its
corporate headquarters in El Monte, California.
2.
<PAGE>
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 March 2, 2000, as the
record date for the determination of share-holders entitled to notice of the
Annual Meeting of Shareholders and only shareholders of record on that date will
be entitled to vote thereat.
As of the record date, the Company has 36,513,301 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 March 2, 2000, 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.
APPROXIMATE
NAME AND ADDRESS AMOUNT BENEFICIALLY PERCENT
OF OWNER AND/OR OWNED OF RECORD OF CLASS
- ---------------- ---------------------- -----------
Perry Cope 1,001,000 3.0%
1231 San Carlos Road
Monrovia, California 91016
Ted D. Kimbrough 400,000 1.1%
1933 Durango Avenue
Los Angeles, California 90034
Craig Glen Robitaille 5,200,000 14.2%
21391 Dockside Circle
Huntington Street, CA 92646
William Snyder 1,879,259 5.0%
409 South Hindry
Inglewood, California 90301
Christopher Wiles 410,000 1.1%
23535 Windom Street
West Hills, California 91304
Michael J. Oliva 5,200,000 14.2%
10552 Beardsly Circle
Villa Park, CA 92861
Lloyd D. Smithson 5,000,000 13.7%
1170 Oakengate Road
San Dimas, CA 91773
Francis J. Rigney 3,100,000 8.5%
2605 California Street
San Francisco, CA 94115-2617
Michael Mills 100,000 ----
11401 Valley Blvd Suite 200A
El Monte, CA 91731
3.
<PAGE>
REMUNERATION OF DIRECTORS AND OFFICERS
During fiscal years ended 1998 and 1999 the following payments were
made:
<TABLE>
<CAPTION>
1998 1999
NAME POSITION REMUNERATION
- ---- -------- -------------------
<S> <C> <C> <C>
Perry Cope .................. President and Chief $45,000 $10,000(1)
Executive Officer
Lloyd D. Smithson ........... Controller -0- $57,352.72(4,5)
Craig G. Robitaille ......... President and Chief -0- $87,000(2,5)
Executive Officer
Maria Comfort................ President and Chief $32,000(3)
Executive Officer
All Executive Officers
as a group .................. $77,000 $154,352.72
</TABLE>
- -------------
(1) employment ended March, 1999
(2) represents compensation for entire year
(3) employment ended in 1998
(4) represents compensation for entire year
(5) both officers are under employment contracts that run through February,
2011 with two (2) five (5) year options.
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.
4.
<PAGE>
Future compensation of Officers will be determined by the Board of
Directors based upon the financial condition and performance 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 March 2, 2000, options to purchase a total of 400,000 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) AUGUST 31
- ---- ---------- ---------- ---------
<S> <C> <C> <C>
Michael Montgomery 200,000 $.25/$.50 2000-2001
William Snyder 200,000 $.25/$.50 2000-2001
</TABLE>
- ------------
(1) As of March 2, 2000, the exercise price for each of the options
heretofore granted exceeded the market price.
PROPOSAL 1
ELECTION OF DIRECTORS
It is proposed that seven (7) directors be elected at the Annual
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>
<TABLE>
<CAPTION>
NAME AND ADDRESS AGE POSITION
- ---------------- --- --------
<S> <C> <C>
Ted D. Kimbrough 65 Director and Secretary
1933 Durango Avenue
Los Angeles, California 90034
William Snyder 75 Director
509 South Hindry
Inglewood, CA 90301
Christopher Wiles 44 Director
23535 Windom Street
West Hills, CA 91304
Craig Glen Robitaille 40 President and Chief
21391 Dockside Circle Executive Officer
Huntington Street, CA 92646
Bruce Kirshenbaum 40 Director
2055 Gateway Place Suite 400
San Jose, CA 95110
Lloyd D. Smith 60 Director and Treasurer
1170 Oakengate Road
San Dimas, CA 91773
Michael J. Oliva 56 Director
10552 Beardsly Circle
Villa Park, CA 92861
</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.
6.
<PAGE>
BACKGROUND OF OFFICERS AND DIRECTORS
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.
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 Purchasing 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.
BRUCE KIRSCHENBAUM received his Bachelor's of Science degree in
Administration-Accounting from Golden Gate University, San Francisco, CA in 1981
and his MBA in 1984 from St Mary's College in Moraga, CA. Holding positions of
responsibility in the finance, I nformation systems, operations, manufacturing,
distribution, sales and marketing disciplines for 15 years. In September, 1996
he established an independent consulting dealership as principle, BBC
Consulting.
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.
MICHAEL J. OLIVA attended Pepperdine College in Los Angeles, CA through
1966. In 1971 purchased half ownership of a local trucking company in Los
Angeles; later in that same year began warehousing as a compliment to the local
trucking program. In 1979 purchased a second local trucking company and in 1982
merged them to become Ernst Air Speed Trucking. In 1991 the company moved to
Montebello, CA, becoming Ernst Trucking and Warehousing, a division of Tobic,
Inc.
LLOYD D. SMITHSON served as a Branch Operations Officer with Bank of
America after which he took a position with a public accounting firm
specializing in operational and tax accounting for the transportation and
distribution industry. During these same six years he attended Cal State, Los
Angeles. For the next eighteen years Mr. Smithson owned and operated his tax
accounting and consulting firm. He later became the CFO and General Manager for
Admiral Transportation. During this 10-year tenure he became one of the three
founders of ACCU CHEM Conversion, Inc. in the City of Industry and has
functioned as CFO.
8.
<PAGE>
FINANCIAL MATTERS
Financial information will be submitted at the meeting.
OTHER MATTERS
Management knows other matters are likely to come before the Annual
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
BY ORDER OF THE BOARD OF DIRECTORS
March 2, 2000 CRAIG G. ROBITAILLE
President
9.
<PAGE>
QUADRATECH, INC.
11401 Valley Blvd Suite 200A
El Monte, California 91731
PROXY
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Craig G. Robitaille and Lloyd D. Smithson, 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 April 13, 2000, at the Annual Meeting of the Shareholders to
be held on April 13, 2000, at the Costa Mesa Holiday Inn at 10:00 a.m. local
time, and any adjournment thereof.
1. To elect a Board of Directors consisting of the following nominees:
For / / Withhold Authority / / TED D. KIMBROUGH
For / / Withhold Authority / / WILLIAM SNYDER
For / / Withhold Authority / / CHRISTOPHER WILES
For / / Withhold Authority / / CRAIG GLEN ROBITAILLE
For / / Withhold Authority / / MICHAEL J. OLIVA
For / / Withhold Authority / / LLOYD D. SMITHSON
For / / Withhold Authority / / BRUCE KISCHENBAUM
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>
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 authorized person.
DATED: ___________, 2000
__________________________________
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY,
USING THE ENCLOSED ENVELOPE.
