GUMTECH INTERNATIONAL INC \UT\
DEF 14A, 1999-07-16
SUGAR & CONFECTIONERY PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A
                     INFORMATION REQUIRED IN PROXY STATEMENT
                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
[X]  Definitive Proxy Statement                   Commission Only (as permitted
[ ]  Definitive Additional Materials              by Rule 14a-6(e)(2))
[ ]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12

                          GUM TECH INTERNATIONAL, 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)(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:
                    ------------------------------------------------------
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
                             246 East Watkins Street
                             Phoenix, Arizona 85004
                                 (602) 252-1617

                                   ----------

                           NOTICE AND PROXY STATEMENT
                       For Annual Meeting of Shareholders
                          To Be Held on August 11, 1999

                                   ----------

To the Holders of Our Common Stock:

         The Annual Meeting of Shareholders  (the "Annual  Meeting") of Gum Tech
International,  Inc. will be held at the Phoenix Airport Marriott,  1101 N. 44th
Street,  Phoenix,  Arizona,  on August  11,  1999 at 10:00 AM,  local  time,  to
consider and act upon the following proposals:

          1.   To elect five directors to Gum Tech's Board of Directors to serve
               for the next year or until their successors are elected; and

          2.   To transact  such other  business as may properly come before the
               Annual  Meeting.  Management  is  presently  aware  of  no  other
               business to be considered at the Annual Meeting.

         The Board of Directors has fixed the close of business on July 14, 1999
as the record date for the  determination  of  Shareholders  entitled to receive
notice of and to vote at the Annual Meeting or any adjournment  thereof.  Shares
of Common Stock can be voted at the Annual Meeting only if the holder is present
at the Annual  Meeting in person or by valid  proxy.  A copy of our 1998  Annual
Report to Shareholders  which includes our financial  statements was mailed with
this Notice and Proxy Statement on or about July 19, 1999 to all Shareholders of
record as of the record date. We cordially invite you to attend the Meeting.

         Your attention is directed to the attached Proxy Statement.

                                             By Order of the Board of Directors,

                                             William J. Hemelt
                                             Secretary

Phoenix, Arizona
July 15, 1999

- --------------------------------------------------------------------------------

                                    IMPORTANT

Shareholders are earnestly  requested to DATE, SIGN and MAIL the enclosed proxy.
A postage paid envelope is provided for mailing.

- --------------------------------------------------------------------------------
<PAGE>
                          GUM TECH INTERNATIONAL, INC.

                             246 East Watkins Street
                             Phoenix, Arizona 85004
                                 (602) 252-1617

                                 PROXY STATEMENT

         Proxies in the form enclosed are solicited by the Board of Directors of
Gum Tech  International,  Inc., a Utah corporation ("Gum Tech"),  for use at our
1999 Annual Meeting of Shareholders  (the "Annual Meeting") to be held on August
11,  1999.  The  proxy  materials  were  mailed  on or about  July  19,  1999 to
shareholders of record as of the close of business on July 14, 1999 (the "Record
Date").

VOTING SECURITIES OUTSTANDING

         As of July 8, 1999,  there  were  7,508,345  outstanding  shares of our
common  stock.  Each share of our common  stock is  entitled to one vote on each
matter of business to be considered at the Annual Meeting. Cumulative voting for
directors  is not  permitted.  A majority of the issued and  outstanding  shares
entitled  to vote,  represented  at the  meeting  in person  or by  proxy,  will
constitute a quorum.

BOARD OF DIRECTORS

         At the Annual  Meeting,  five directors  will be elected,  each to hold
office until our next Annual Meeting of  Shareholders  or until his successor is
elected and  qualified.  Cumulative  voting is not permitted for the election of
directors.  In the absence of instructions to the contrary,  the person named in
the accompanying proxy will vote in favor of the election of each of the persons
named below as our director nominees.  All of the nominees are presently members
of the Board of Directors. Each of the nominees has consented to be named herein
and to serve if elected.  It is not  anticipated  that any  nominee  will become
unable or unwilling to accept nomination or election,  but if such should occur,
the person  named in the proxy  intends to vote for the election in his stead of
such person as our Board of Directors may recommend.

         For  information  regarding  the nominees  proposed for election at the
Annual Meeting, see "Information  Concerning  Directors,  Nominees and Executive
Officers" in the following section.

REVOCATION OF PROXIES

         Should you submit the enclosed  proxy,  you have the power to revoke it
at any time before it is exercised by either:  (i) attending the Annual  Meeting
and voting in person; (ii) duly executing and delivering a proxy bearing a later
date;  or (iii)  sending  written  notice of  revocation to the Secretary of the
Company at 246 East Watkins Street, Phoenix, Arizona 85004.

SOLICITING PROXIES

         We will bear the cost of solicitation of proxies, including the charges
and  expenses of  brokerage  firms and others who  forward  proxy  materials  to
beneficial  owners of stock.  Our solicitation  will be by mail,  except for any

                                       2
<PAGE>
incidental personal solicitation made by our directors,  officers and employees,
who will receive no additional compensation for such solicitations.

         The information contained in this Proxy Statement should be reviewed in
conjunction  with  the  financial  statements,  notes to  financial  statements,
independent  auditors' reports and other information included in our 1998 Annual
Report  to  stockholders  that was  mailed  with  this  Proxy  Statement  to all
stockholders of record on the Record Date.

                              ELECTION OF DIRECTORS

                                (PROPOSAL NO. 1)

         At the Annual Meeting, we will seek the election of Bruce A. Jorgenson,
M.D., Gary S. Kehoe,  William D. Boone, W. Brown Russell,  III, and William Yuan
as directors,  each to hold office until our next Annual Meeting of Shareholders
or until his successor is elected and qualified.

Required Vote

         The five  nominees  receiving  the highest  number of votes cast at the
Annual Meeting will be elected.

     THE BOARD  RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF BRUCE A. JORGENSON,
     M.D., GARY S. KEHOE,  WILLIAM D. BOONE, W. BROWN RUSSELL,  III, AND WILLIAM
     YUAN.

                             INFORMATION CONCERNING
                   DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS

         The following sets forth certain information with respect to Directors,
nominees to the Board of Directors, and executive officers of Gum Tech.

         NAME              AGE   POSITION WITH COMPANY AND TENURE
         ----              ---   --------------------------------

Bruce A. Jorgenson, M.D.   55    Chairman  of the  Board  of  Directors  since
                                 1998,  Director since 1997

Gary S. Kehoe              40    President since 1998 and Chief Operating
                                 Officer and Director since 1995

William D. Boone           51    Director since 1998

William J. Hemelt          45    Secretary, Treasurer, Chief Financial Officer
                                 since June 1998 (Principal Financial Officer)

W. Brown Russell, III      43    Director of Investor Relations and Legal and
                                 Director since 1998

William A. Yuan            38    Director since 1998

                                       3
<PAGE>
         BRUCE A. JORGENSON,  M.D. joined the Board of Directors in 1997 and was
elected  Chairman in 1998. Dr.  Jorgenson is a pediatrician in Layton,  Utah for
Wee Care Pediatrics, one of the largest pediatric care centers in Utah. In 1986,
Dr.  Jorgenson  founded Wee Care  Pediatrics and was the sole  proprietor  until
April  1998,  when he sold  the  practice  to  Kelson  Physician  Partners.  Dr.
Jorgenson earned his Doctor of Medicine from Temple University.

         GARY S. KEHOE joined Gum Tech in 1995 as a Director and Chief Operating
Officer.  He was  responsible  for  construction  and  start-up  of  Gum  Tech's
manufacturing facility and research and development of gum products. In February
1998, the Board of Directors  elected Mr. Kehoe President of Gum Tech.  Prior to
joining us in 1995, Mr. Kehoe was employed by Planters/LifeSavers, a division of
Nabisco Food Group in various  capacities,  including Senior Food  Technologist,
where he was  responsible  for  functional  and  nutriceutical  products  in the
confectionery  division.  He developed or co-developed several new technologies,
processes, and products involving CareFree,  Bubble Yum, Fruit Stripe, and Beech
Nut chewing  gums and is listed as inventor or  co-inventor  on 22 U.S.  patents
filed by Nabisco and Gum Tech.

         WILLIAM D.  BOONE was  elected to the Board of  Directors  in  February
1998,  and served as a  manufacturing  consultant to Gum Tech in early 1998. Mr.
Boone has 30 years  experience in small  business  management  and sales growth,
including  co-founding  and co-managing  Trade  Printers,  Inc., a Phoenix-based
wholesale printing manufacturer which he subsequently sold.

         WILLIAM  J.  HEMELT  joined  us in  June  1998 as our  Chief  Financial
Officer,  Treasurer, and Secretary. From 1980 to 1997, Mr. Hemelt held a variety
of financial  positions with Arizona Public Service Company,  Arizona's  largest
utility,  including 6 years as Treasurer and 4 years as  Controller.  Mr. Hemelt
earned  a Master  of  Business  Administration  and a  Bachelor  of  Science  in
Electrical Engineering from Lehigh University.

         W. BROWN RUSSELL, III was elected to the Board of Directors in February
1998.  Subsequently,  he joined us as Special  Advisor to the  President  before
assuming  his current  position as  Director  of Investor  Relations  and Legal.
Before joining us, Mr. Russell operated Brown Russell Investment Services, Inc.,
a  private  money  management  firm.  From  1987 to 1994,  Mr.  Russell  was the
President  of  Capital  Investment  Properties,   a  real  estate  and  property
management firm based in Athens, Georgia. During this time, Mr. Russell was also
a partner  in the law firm of  Russell &  Russell.  Mr.  Russell  earned a Juris
Doctorate and Bachelor of Arts from the University of Georgia.

         WILLIAM A. YUAN has been a Director of Gum Tech since 1998. Mr. Yuan is
President and Chief  Executive  Officer of Reliance  Management,  LLC. From 1985
until 1996,  Mr. Yuan was employed by Merrill  Lynch and Salomon Smith Barney in
various  positions.  Mr.  Yuan earned a Bachelor  of Science in  Economics  from
Cornell University.

         All Directors' terms are on an annual basis. In February 1998,  Messrs.
Gerald N. Kern,  Robert J. Kwait,  Jack  Kessler,  and Paul Peckman  resigned as
directors.  In March 1998, William G. Meris resigned as a director. In May 1998,
Mr.  Richard  Ratcliff  resigned  as a director.  Jeffrey L. Bouchy  resigned as
Principal Financial Officer in June 1998.

                                       4
<PAGE>
                       MEETINGS OF THE BOARD OF DIRECTORS
                               AND ITS COMMITTEES

         During the fiscal year ended  December 31, 1998, our Board of Directors
held 11  meetings,  either in person or by  consent  resolution.  All  Directors
attended or  participated in at least 75% of those meetings and the total number
of meetings held by all committees of the board on which they served.

AUDIT COMMITTEE

         In 1998, our Board of Directors elected Dr. Bruce A. Jorgenson, William
Boone,  William  A.  Yuan,  and W. Brown  Russell  to the Audit  Committee.  The
functions  of the Audit  Committee  are to receive  reports with respect to loss
contingencies,  the public disclosure or financial  statement  notation of which
may be legally  required;  annually review and examine those matters that relate
to a financial and  performance  audit of our employee  plans;  recommend to our
Board  of  Directors  the  selection,  retention,  and  termination  of the  our
independent  accountants;  review the professional  services,  proposed fees and
independence  of such  accountants;  and  provide  for the  periodic  review and
examination  of  management   performance  in  selected   aspects  of  corporate
responsibility. The Audit Committee held one meeting during fiscal 1998.

COMPENSATION COMMITTEE

         In 1998 our Board of  Directors  elected  Dr.  Bruce A.  Jorgenson  and
William Boone to the Compensation  Committee.  The functions of the Compensation
Committee  are to review  annually the  performance  of the  President and other
principal   officers   whose   compensation   is   subject  to  the  review  and
recommendation  by  the  Compensation  Committee  to  our  Board  of  Directors.
Additionally,  the Compensation  Committee is to review  compensation of outside
directors  for service on our Board of Directors  and on committees of our Board
of  Directors,  and to review the level and  extent of  applicable  benefits  we
provided  with respect to  automobiles,  travel,  insurance,  health and medical
coverage,  stock  options and other stock plans and benefits.  The  Compensation
Committee held one meeting during fiscal 1998.

                              DIRECTOR COMPENSATION

         Our  nonemployee  directors  receive  reimbursement  for  out-of-pocket
expenses  incurred  in  attending  Board of  Directors'  meetings  and have been
granted stock options under our 1995 Stock Option Plan.

                             EXECUTIVE COMPENSATION

         The following table discloses  certain  compensation  paid to our Chief
Executive  Officers for the years ended  December 31, 1996,  1997, and 1998. Mr.
Gerald N. Kern, our former Chief  Executive  Officer,  resigned in February 1998
and was replaced by Mr. Gary S. Kehoe. No other Gum Tech executive  officer,  as
of December 31, 1998,  earned more than $100,000 in annual  compensation  during
the fiscal year ended December 31, 1998.

                                       5
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                           LONG-TERM COMPENSATION
                                                                  ------------------------------------
                                   ANNUAL COMPENSATION                      AWARDS            PAYOUTS
                            ------------------------------------  -----------------------     -------
                                                                               SECURITIES
                                                                  RESTRICTED   UNDERLYING
NAME AND                                            OTHER ANNUAL    STOCK       OPTIONS/        LTIP      ALL OTHER
PRINCIPAL POSITION   YEAR    SALARY        BONUS    COMPENSATION   AWARDS(S)      SARS         PAYOUTS  COMPENSATION(1)
- ------------------   ----   ---------     -------   ------------  ----------   ----------      -------  ---------------
<S>                  <C>    <C>           <C>         <C>              <C>     <C>                <C>    <C>
Gary S. Kehoe        1998   $ 95,000     $30,000(2)       0           0        188,000(3)         0        $  2,847
 President, Chief    1997   $ 84,333     $20,000(4)       0           0         88,000(5)         0        $    880
 Operating Officer   1996   $ 75,417     $20,000          0           0        100,000(5)         0               0
Gerald N. Kern (6)   1998   $ 25,000(6)        0     $1,200(7)        0        100,000(8)         0        $200,500(9)
 Former Chief        1997   $160,483     $36,080     $8,800(7)        0        156,500(10)        0        $  1,750
 Executive Officer   1996   $ 56,250           0          0           0        300,000(10)(11)    0             0
</TABLE>

- ----------
(1)  Includes  Gum  Tech  matching   contributions  under  our  SRA/IRA  defined
     contribution program.

(2)  Includes $10,000 that was accrued in 1998 but paid in 1999.

(3)  Represents  options originally granted in prior years that were repriced in
     1998. (See footnote 5 below).  In accordance with SEC rules,  these options
     are reported as options  granted during the fiscal year 1998 as a result of
     the  repricing of these options in April 1998.  See  "Repricing of Options"
     for additional information regarding this repricing.

(4)  Includes $10,000 that was accrued in 1997 but paid in 1998.

(5)  Each option was  repriced  to $5.625 per share in April 1998,  equal to the
     fair market value on the date of repricing.

(6)  Mr. Kern resigned in February 1998.

(7)  Automobile allowance paid to Mr. Kern.

(8)  Represents  options granted  pursuant to Mr. Kern's  termination  agreement
     (See "Related Transactions").

(9)  Includes  $200,000  severance  payment  pursuant to Mr. Kern's  termination
     agreement (See "Related Transactions").

(10) These options were subsequently canceled pursuant to Mr. Kern's termination
     agreement.

(11) Excludes  option to purchase  50,000  shares  acquired  from Mr.  Ratcliff,
     former Board Chairman and Chief Executive Officer.

                                       6
<PAGE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The following  table  provides  information on option grants during the
year ended December 31, 1998 to the named executive officers:

                                     INDIVIDUAL GRANTS
                  --------------------------------------------------------
                    NUMBER OF
                   SECURITIES       PERCENT OF
                   UNDERLYING     TOTAL OPTIONS/    EXERCISE
                  OPTIONS/SARS     SARS GRANTED       PRICE
                                 TO EMPLOYEES IN      (PER      EXPIRATION
    NAME           GRANTED       FISCAL YEAR (1)     SHARE)        DATE
    -----          -------       ---------------    --------    ----------
                   100,000(1)         11.0%          $5.625      12/30/99
Gary S. Kehoe       88,000(1)          9.7%          $5.625       9/23/00
Gerald N. Kern     100,000(2)         11.0%           $5.81       2/10/99

- ----------
(1)  Represents  options originally granted in prior years that were repriced in
     1998. In accordance  with SEC rules,  these options are reported as options
     granted  during the fiscal year 1998 as a result of the  repricing of these
     options  in  April  1998.   See   "Repricing  of  Options"  for  additional
     information regarding this repricing.

(2)  Represents  options granted  pursuant to Mr. Kern's  termination  agreement
     (See "Related Transactions").

         AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                OPTION/SAR VALUES

         The following  table provides  information on the value realized by the
exercise of options by the named executive officers during 1998 and the value of
the named executive officer's unexercised options at December 31, 1998.

<TABLE>
<CAPTION>
                  SHARES                   NUMBER OF SECURITIES
                 ACQUIRED                 UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED
                  SHARES                     OPTIONS/SARS AT            IN-THE-MONEY OPTIONS/
                 ACQUIRED                    FISCAL YEAR-END           SARS AT FISCAL YEAR-END
                    ON                 ---------------------------   ---------------------------
    NAME         EXERCISE   REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
    ----         --------   --------   -----------   -------------   -----------   -------------
<S>               <C>       <C>          <C>            <C>            <C>            <C>
Gary S. Kehoe     50,000    $175,000     144,000        44,000         $297,000       $90,750
Gerald N. Kern   100,000    $142,501        0             0               0              0
</TABLE>

                                       7
<PAGE>
                              REPRICING OF OPTIONS

         In April  1998,  our Board of  Directors  approved a  repricing  of all
outstanding  options held by  employees,  including  officers,  of Gum Tech.  In
connection  with this  repricing,  the Board of  Directors  determined  that the
imbalance  between  the  original  exercise  price  of the  options  held by the
employees and the lower market price of the common stock that prevailed in early
1998 was not an  appropriate  incentive  to achieve  our  long-term  goals.  The
repriced  options have  exercise  prices of $5.625 per share,  equal to the fair
market value on the date of repricing.  Except for the new exercise  price,  the
terms of the options remain the same.

                            Bruce Jorgenson, Chairman
                                  Gary S. Kehoe
                                  William Yuan
                                  William Boone
                                W. Brown Russell

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act")  requires our officers  and  directors,  and persons who own more than ten
percent of a  registered  class of our  equity  securities,  to file  reports of
ownership and changes in ownership with the  Securities and Exchange  Commission
("SEC").  Such  officers,   directors  and  shareholders  are  required  by  SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

         Based solely on its review of the copies of such forms  received by it,
or written  representations  from certain  reporting  persons that no Forms were
required for such persons, we believe that during the fiscal year ended December
31, 1998, all filing  requirements  applicable to its officers,  directors,  and
greater  than ten percent  beneficial  owners were  complied  with except as set
forth below.

         In  connection  with the 1998  repricing of his options,  Gary S. Kehoe
filed his 1998 Form 5 in April, 1999.

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

         The following  table sets forth  information,  as of July 6, 1999, with
respect to the number of shares of our common  stock  beneficially  owned by the
named executive officers, by individual directors, by all directors and officers
of Gum Tech as a group,  and by persons known by Gum Tech to own more than 5% of
our common stock. All shares are owned  beneficially and of record.  The address
of all persons (unless otherwise noted in the footnotes below) is in care of Gum
Tech at 246 E. Watkins Street, Phoenix, Arizona 85004.

                                       8
<PAGE>
NAME OF BENEFICIAL                 NUMBER OF         PERCENT OF COMMON
OWNER AND ADDRESS                   SHARES              STOCK OWNED
- ------------------                 ---------         -----------------

Gary S. Kehoe(1)                    234,000                 3.1%
William D. Boone(2)                  60,200                 0.8%
William A. Yuan(3)                   10,071                 0.1%
W. Brown Russell, III(4)             63,500                 0.8%
Bruce A. Jorgenson(5)               190,700                 2.5%
William J. Hemelt (6)                31,000                 0.4%
All directors and                   589,471                 7.5%
officers as a group(7)
(6 persons)

- ----------
(1)  Includes options to purchase 144,000 shares at $5.625 per share.
(2)  Includes  options to purchase  10,000  shares at $6.88 per share and 50,000
     shares at $5.625 per share.
(3)  Includes options to purchase 10,000 shares at $5.81 per share.
(4)  Includes  options to purchase  10,000  shares at $6.88 per share and 50,000
     shares at $5.625.
(5)  Includes options to purchase 20,000 shares at $11.44 per share.
(6)  Includes options to purchase 25,000 shares at $5.50 per share.
(7)  Does not include shares  beneficially  owned by Gerald Kern, a former Chief
     Executive Officer.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Since 1994, we have purchased an ingredient  used in our ChromaTrim gum
product from Interhealth Nutritionals, Inc., ("Interhealth"), a company in which
Mr. Ratcliff was formerly a member of the Board of Directors. Mr. Ratcliff was a
member of our Board until April 1998.  We did not pay a different  price for the
ingredient  during the time Mr. Ratcliff was a member of Interhealth's  Board of
Directors  and we believes that the price we have paid and currently pay for the
ingredient  is  fair,   reasonable,   and  consistent  with  prices  charged  by
unaffiliated suppliers.

         On February  10,  1998,  we entered  into a  Settlement  Agreement  and
Release with Mr. Kern pursuant to his  resignation as Chief  Executive  Officer.
The Agreement  includes a severance package  including payment of $200,000,  the
forgiveness  of $116,000 of debt and officer's  advances  owed to Gum Tech,  and
options to acquire 100,000 shares of our common stock,  which are exercisable by
Mr. Kern for up to one year at $5.81 per share. In addition,  in connection with
the severance, all of Mr. Kern's existing options were canceled.

         We  believe  that the terms of the  agreements  described  above  which
involve our officers, directors,  principal shareholders or affiliates are fair,
reasonable,  and  consistent  with terms that we could obtain from  unaffiliated
third  parties.  All  future  agreements  with  officers,  directors,  principal
shareholders, and affiliates will be approved by a majority of our disinterested
directors.

                                       10
<PAGE>
                RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

         The principal  independent  public accounting firm utilized by Gum Tech
during  the  fiscal  year  ended  December  31,  1998,  was  Angell  &  Deering,
independent   certified  public  accountants  (the  "Auditors").   We  presently
contemplate that the Auditors will be retained as our principal  accounting firm
throughout  the fiscal year ending  December  31,  1999.  We  anticipate  that a
representative of the Auditors will attend the Annual Meeting for the purpose of
responding to appropriate questions.  At the Annual Meeting, a representative of
the Auditors will be afforded an opportunity to make a statement if the Auditors
so desire.

                            PROPOSALS BY SHAREHOLDERS

         Any  shareholder  desiring  to have a  proposal  included  in our proxy
statement  for our 2000 Annual  Meeting must deliver such  proposal  (which must
comply with the  requirements  of Rule 14a-8  promulgated  under the  Securities
Exchange Act of 1934) to our principal executive offices not later than February
28, 2000.

                                  OTHER MATTERS

         Our Board of  Directors  is not  presently  aware of any  matters to be
presented at the meeting other than those  described  above.  However,  if other
matters  properly  come before the meeting,  it is the  intention of the persons
named in the accompanying proxy to vote said proxy on such matters in accordance
with their judgment.

                                  ANNUAL REPORT

         A copy of our 1998 Annual  Report to  Shareholders  which  includes our
financial  statements  for the fiscal year ended  December 31, 1998,  was mailed
with  this  Notice  and  Proxy  Statement  on or  about  July  19,  1999  to all
shareholders  of record on July 14, 1999.  We will  provide our complete  Annual
Report on Form 10-KSB at no charge to any requesting person.


                                                    GUM TECH INTERNATIONAL, INC.

                                                    William J. Hemelt
                                                    Secretary

Phoenix, Arizona
July 15, 1999

                                       10
<PAGE>
                          GUM TECH INTERNATIONAL, INC.
               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The  undersigned  hereby  constitutes  and  appoints  GARY S. KEHOE and
WILLIAM J. HEMELT with full power of substitution,  the true and lawful attorney
and proxy of the  undersigned,  to attend the Annual Meeting of the Shareholders
of GUM TECH INTERNATIONAL,  INC. to be held at Phoenix Airport Marriott, 1101 N.
44th Street, Phoenix, Arizona, on August 11, 1999 at 10:00 a.m., local time, and
any  adjournments  thereof,  and to vote the  shares  of Gum Tech  common  stock
standing in the name of the undersigned,  as directed below, with all the powers
the undersigned would possess if personally present at the meeting.

     Proposal  No. 1: To elect five  directors  to Gum Tech's Board to serve for
     the next year or until their successors are elected.

     Nominees: BRUCE A. JORGENSON, M.D., GARY S. KEHOE, WILLIAM D. BOONE,
               W. BROWN RUSSELL, III, AND WILLIAM A. YUAN

      ____     VOTE for all nominees except those whose names are written on the
               line provided below (if any).
               __________________________

      ____     VOTE WITHHELD on all nominees

         PLEASE PROMPTLY DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.

This proxy will be voted in accordance with the directions  indicated herein. If
no specific  directions are given,  this proxy will be voted for approval of all
nominees  listed herein,  for approval of the proposals  listed herein and, with
respect to any other  business  as may  properly  come  before the  meeting,  in
accordance with the discretion of the proxies.

         DATED:_______________, 1999


                                        ----------------------------------------
                                        (Signature)


                                        ----------------------------------------
                                        (Signature)

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                                        authorized  officer.  If a  partnership,
                                        please  sign  in  partnership   name  by
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