<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 Materials Pursuant to Section 240.14a-11(c) or 240.14a-12
COMPOST AMERICA HOLDING COMPANY, 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 in 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:
_____________________________________________________
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:
____________________
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COMPOST AMERICA HOLDING COMPANY, INC.
320 Grand Avenue, Englewood, New Jersey 07631
___________________
PROXY FOR USE AT THE SPECIAL MEETING OF SHAREHOLDERS
July 30, 1998
The undersigned shareholder of COMPOST AMERICA HOLDING COMPANY, INC. (the
"Company") hereby appoints Roger E. Tuttle, President of the Company, or failing
him, Charles R. Carson, Secretary of the Company, or instead of either of the
foregoing
............................................................... as
nominee of the undersigned to attend and act for and on behalf of the
undersigned at the special meeting of the shareholders of the Company to be
held on Thursday, the 30th day of July, 1998, and at any adjournment or
adjournments thereof, to the same extent and with the same power as if the
undersigned was personally present at the said meeting or such adjournment or
adjournments thereof and without limiting the generality of the power hereby
conferred, the proxy nominees designated above are directed, with regard to
the shares registered in the name of the undersigned, as directed on the
reverse hereof:
THIS PROXY IS SOLICITED BY MANAGEMENT AND BY THE BOARD OF DIRECTORS OF THE
COMPANY. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER) TO REPRESENT HIM AND TO ATTEND, VOTE AND ACT FOR HIM AND ON HIS
BEHALF AT THE MEETING OTHER THAN THE PROXY NOMINEE DESIGNATED ABOVE AND MAY
EXERCISE SUCH RIGHT BY INSERTING THE NAME OF A PERSON HE NOMINATES AS PROXY
NOMINEE IN THE BLANK SPACE PROVIDED ABOVE FOR THAT PURPOSE.
A shareholder who has submitted a proxy for the meeting may revoke it at any
time before it is voted at the meeting.
1. To Amend the Company's Certificate of Incorporation to increase the number
of the Company's authorized common shares from 50,000,000 to 100,000,000.
(Note 1)
FOR ____ AGAINST ____ ABSTAIN ____
If any amendments or variations to the matters above referred to or if any
other matters identified in the notice of meeting are proposed at the meeting
or any adjournment or adjournments thereof or if any other matters which are
not now known to Management should properly come before the meeting or any
adjournment or adjournments thereof, this proxy confers discretionary
authority on the person voting the proxy to vote on such amendments or
variations or such other matters in accordance with the best judgment of such
person.
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NOTES:
1. In the event that no specification has been made with respect to voting
for or voting against or withholding from voting on the amendment to the
certificate of incorporation (Item 1), the proxy nominee is instructed to
VOTE FOR the shares represented by this form of proxy for Item 1. The full
text of this proposed amendment is set forth in the proxy statement which
accompanies this form of proxy.
2. This form of proxy must be dated and signed by the shareholder or his
attorney authorized in writing or, if the shareholder is a corporation, under
its corporate seal, or by an officer or attorney thereof duly authorized. If
this form of proxy is not dated in the space provided above, it will be
deemed to bear the date on which this form of proxy is mailed to the
shareholder.
DATED the day of , 1998. (Note 2)
- -----------------------------
Signature of Shareholder
- -----------------------------
Name of Shareholder
(Please Print)
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COMPOST AMERICA HOLDING COMPANY, INC.
320 Grand Avenue, Englewood, New Jersey 07631
Notice of Special Meeting of Shareholders
To the Shareholders of Compost America Holding Company, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of COMPOST
AMERICA HOLDING COMPANY, INC. (the "Company") will be held at the offices of
the Company, 320 Grand Avenue, Englewood, New Jersey 07631, on Thursday, July
30, 1998, at the hour of 8:00 o'clock in the morning (local time) for the
following purposes:
1. To approve an Amendment to the Company's Certificate of Incorporation which
would increase the number of the Company's authorized common shares from
50,000 to 100,000,000; and
2. To transact such further or other business as may properly come before the
meeting or any adjournment or adjournments thereof.
___________________
The Board of Directors has fixed the close of business on July 13, 1998 as
the record date for the determination of shareholders entitled to receive
notice of and to vote at the meeting.
DATED the 16th day of July, 1998.
BY ORDER OF THE BOARD OF DIRECTORS
Charles R. Carson, Secretary
PLEASE RETURN YOUR SIGNED PROXY
NOTE: Shareholders who are not able to be personally present at the special
meeting are requested to promptly sign and return, in the enclosed envelope
provided for that purpose, the accompanying form of proxy for use at the
meeting. This will not prevent you from voting in person at the meeting. It
will, however, help assure a quorum and avoid added proxy solicitation costs.
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COMPOST AMERICA HOLDING COMPANY, INC.
320 Grand Avenue, Englewood, New Jersey 07631
___________________
PROXY STATEMENT
___________________
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of COMPOST AMERICA HOLDING COMPANY, INC.
(the "Company") for use at a special meeting of the shareholders of the
Company to be held on Thursday, July 30, 1998 at the hour of 8:00 o'clock in
the morning (local time) at the offices of the Company, 320 Grand Avenue,
Englewood, New Jersey 07631 for the purposes set out in the accompanying
notice of meeting.
It is expected that the solicitation will be primarily by mail, but proxies
also may be solicited personally or by telephone by officers and employees of
the Company who will not receive additional compensation for such
solicitation. The cost of solicitation of proxies will be borne directly by
the Company.
The form of proxy forwarded to shareholders with the notice of meeting
confers discretionary authority upon the proxy nominees with respect to
variations of matters identified in the notice of meeting, or other matters
that may properly come before the meeting. The form of proxy allows the
shareholder to specify that the shares registered in his name shall be voted
for or voted against or withheld from voting regarding the proposed amendment
to the Company's Certificate of Incorporation as specified in the Notice of
Meeting.
The shares represented by proxies in favor of Management nominees will be
voted for or voted against or withheld from voting for the amendment to the
Company's Certificate of Incorporation, in each case, in accordance with the
specifications made by the shareholders.
In respect of proxies in which the shareholders have failed to specify how
the proxy nominees are required to vote, the shares represented by the
proxies in favor of Management nominees will be VOTED FOR the proposed
amendment to the Company's Certificate of Incorporation.
For voting purposes, abstentions will be counted for the purpose of
establishing a quorum and will not be voted. Broker non-votes will not be
counted for the purpose of establishing a quorum and will not be voted.
Proxies given by shareholders for use at the meeting may be revoked at any
time prior to their use. In addition to revocation in any manner permitted
by law, a proxy may be revoked in any one of the
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following ways:
(a) by signing a form of proxy bearing a later date and depositing it with
the Secretary of the Company;
(b) as to any matter on which a vote has not already been cast pursuant to
the authority conferred by such proxy, by signing written notice of
revocation and delivering it to either the Secretary or the Chairman of the
meeting;
(c) by attending the meeting in person and personally voting the shares
represented by the proxy; or
(d) by instrument in writing executed by the shareholder or by his attorney
authorized in writing, or, if the shareholder is a corporation, under its
corporate seal, or by an officer or attorney thereof duly authorized, and
deposited either at the head office of the Company at any time up to and
including the last business day preceding the day of the meeting, or any
adjournment thereof, at which the proxy is to be used, or with the Chairman
of such meeting on the day of the meeting, or adjournment thereof, and upon
either of such deposits the proxy is revoked.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
The authorized capital of the Company consists of 25,000,000 Preferred
Shares, no par value, of which 169,000 shares have been designated as Series
A Preferred Shares, 5,000,000 shares have been designated as Series B
Preferred Shares, 91,000 shares have been designated as Series C Preferred
Shares and 17,500 shares have been designated as Series D Preferred Shares
(collectively, the "Preferred Shares") and 50,000,000 common shares, no par
value (the "Common Shares").
As at May 31, 1998, 169,000 Series A Preferred Shares, 401,000 Series B
Preferred Shares, 91,000 Series C Preferred Shares and 17,500 Series D
Preferred Shares and 40,092,434 Common Shares are issued and outstanding as
fully paid and non-assessable. Holders of outstanding Common Shares of
record at the close of business on July 13, 1998 will be entitled to one vote
per share at the special meeting to be held on July 30, 1998. Holders of
Preferred Shares are not entitled to vote.
Summary of Principal Features
of Common Shares
Dividend Rights
Holders of Common Shares are entitled to receive such dividends as may be
declared by the board of directors of the Company out of the profits arising
out of the business of the Company.
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Voting Rights
Holders of Common Shares are entitled to one vote for each share held on
every matter submitted to a vote of shareholders. Shareholders do not have
the right to cumulate their votes in the election of directors.
Liquidation Rights
In the event of any liquidation, dissolution or winding-up of the Company,
after provision for payment of the debts and other liabilities of the
Company, including the Company's obligations to the holders of its Preferred
Shares, the holders of the Common Shares shall be entitled to share rateably
in the remaining assets of the Company.
Miscellaneous
There are no conversion rights, pre-emptive rights or liabilities to calls or
assessment with regard to the Common Shares.
Transfer Agent and Registrar
Chase Mellon Shareholder Services, 450 West 33rd Street, New York, New York
10001 is the transfer agent and registrar for the Common Shares.
Principal Holders
The Company's only class of voting securities is its Common Stock. The
following table sets forth, as of May 31, 1998 all persons known by the
Company to be a beneficial owner of more than five percent of the Company's
Common Stock and the Common Stock ownership in the Company, directly or
indirectly, by each of its directors and executive officers and by all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address Beneficial Percent of
of Beneficial Owners (1) Ownership Class
- ------------------------ ---------- ----------
<S> <C> <C>
G. Chris Andersen 2,537,320 (2) 6.2%
821 West Shore Drive
Kinnelon, NJ 07405
(Director)
Charles R. Carson 238,334 (3) 0.6%
70 Mendota Avenue
Rye, NY 10580
(Director)
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Pasquale J. Dileo 47,180 (4) *
832 Bay Avenue
Toms River, NJ 08753
(Assistant Secretary, Director)
John B. Fetter 2,718,612 (5) 6.8%
820 Gatemore Road
Bryn Mawr, PA 19010
Robert J. Longo 4,255,067 (6) 10.5%
71 Roxitichus Road
Mendham, NJ 07945
(Director)
Peter Petrillo 0 0%
243 Peachtree Drive
East Norwich, NY 11732
(Director)
Alfred A. Rattie 595,000 1.5%
29 East Ridge Avenue
Sellersville, PA 18960
(Vice President)
John T. Shea 0 (7) 0%
94 Emily Road
Far Hills, NJ 07931
(Director)
Christopher Smith 0 0%
21 Middlesex Road
Darien, CT 06820
(Director)
Roger E. Tuttle 3,183,509 (8) 7.7%
3105 Gibson Lane
Doylestown, PA 18901
(President, CEO,
Treasurer, Director)
Wasteco Ventures Limited 12,183,557 (7) 30.4%
Citco Building, Wickham's Cay
P.O. Box 662
Roadtown, Tortola, BVI
Officers and Directors As 11,667,935 (9) 53.9%
As A Group (9 Persons)
</TABLE>
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* Less than 1%
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(1) Unless otherwise indicated, each person named in the table exercises sole
voting and investment power with respect to all shares beneficially owned.
(2) Includes 325,596 shares owned by Andersen Weinroth LP, of which G. Chris
Andersen is a general partner, 1,302,384 shares owned by AW Compost Partners,
of which Andersen Weinroth LP is a general partner. Also includes 909,340
shares which may be acquired by Mr. G. Chris Andersen within sixty (60) days
upon the exercise of options.
(3) Includes 238,334 shares which may be acquired by Mr. Carson within sixty
(60) days upon the exercise of options.
(4) Includes 30,000 shares owned directly by Mr. Dileo and 17,180 shares
owned by Select Acquisitions, Inc., of which Mr. Dileo is President.
(5) Includes 2,498,612 shares owned by John B. Fetter directly, 100,000
shares owned by Marilyn S. Fetter, his wife and 120,000 shares owned by
various trusts, of which John B. Fetter is a trustee.
(6) Includes 3,755,067 shares owned by Mr. Longo directly. Also includes
500,000 shares which may be acquired by Mr. Longo within sixty (60) days upon
the exercise of options.
(7) John T. Shea will act as attorney-in-fact for Wasteco Ventures Limited at
this meeting.
(8) Includes 2,083,509 shares owned by Roger E. Tuttle directly and 100,000
shares owned by Elizabeth Tuttle, his wife. Also includes 1,000,000 shares
which may be acquired by Mr. Tuttle within sixty (60) days upon the exercise
of options.
(9) Includes 1,600,000 shares which may be acquired within sixty (60) days
upon the exercise of options and warrants. As at May 31, 1998, the Company
had 40,092,434 shares outstanding. An additional 8,917,028 shares were
subject to acquisition within sixty (60) days upon the exercise of options
and warrants and the conversion of notes, for a total of 49,009,462.
PROPOSAL NO. 1
AMENDMENT TO CERTIFICATE OF INCORPORATION
Background
The first paragraph of Article THIRD of the Company's Restated Certificate of
Incorporation, as amended and filed on February 6, 1996, states:
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"THIRD: The aggregate number of shares which the Corporation shall have the
authority to issue is Seventy-Five Million (75,000,000) shares, of which
Fifty Million (50,000,000) shares shall be Common Stock without par value and
Twenty-Five Million (25,000,000) shares shall be Preferred Stock with no par
value."
As at May 31, 1998, the Company had issued and outstanding 40,092,434 shares
of its common stock. Another 8,917,028 shares of common stock are reserved
for issuance upon the exercise of options and warrants and the conversion of
preferred shares and convertible notes. Therefore, a total of 49,009,462 of
the Company's 50,000,000 authorized common shares are either issued and
outstanding, or reserved for issuance. This leaves only 990,538 common shares
to be issued or reserved in the future.
On June 15, 1998 the Company's Board of Directors unanimously passed the
following resolution (the "Resolution"):
RESOLVED, that the first paragraph of Article THIRD of the Company's Restated
Certificate of Incorporation be deleted in its entirety and be replaced by
the following first paragraph of Article THIRD: "The aggregate number of
shares which the Corporation shall have the authority to issue is One Hundred
and Twenty-Five Million (125,000,000) shares, of which One Hundred Million
(100,000,000) shares shall be Common Stock with no par value and Twenty-Five
Million (25,000,000) shares shall be Preferred Stock with no par value."
Reasons in Support of the Resolution
From time to time, the Company has sought make acquisitions and to raise
additional funds and to pay vendors through the private placement of its
shares. During the nine month period ended January 31, 1998, the Company
issued 18,205,602 common shares in such transactions for a total
consideration of $18,792,072. Also, from time to time, the Company has
granted stock options to key employees and consultants as a form of reward or
incentive. Without increasing the number of authorized common shares, future
such transactions would be limited only to the 990,538 common shares
presently unissued and unreserved, which would limit significantly the
Company's ability to engage in such transactions.
For this reason, the Board of Directors of the Company has recommended
unanimously that the Company seek to amend its Certificate of Incorporation
so as to increase the capital of the Company by increasing the number of
authorized common shares from 50,000,000 to 100,000,000, thus increasing the
number of unissued and unreserved common shares from 990,538 to 50,990,538.
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The Company has no present intention to issue any of the Common Shares which
would be created by the adoption of this resolution.
Reasons Against the Resolution
This Resolution would increase the number of the Company's common shares
which could be issued, in most cases, in the sole discretion of the Company's
Board of Directors without further or specific shareholder approval.
Required Vote
The quorum requirement for the meeting for the consideration of this
Resolution is the presence, in person or by proxy, of holders of common
shares entitled to cast a majority of the votes at the meeting. To be
effective, the Resolution referred to herein must be passed by a majority of
the votes cast at a meeting of shareholders by the holders of common shares
entitled to vote thereon.
All Officers and Directors of the Company, their spouses and their affiliates
have indicated to the Company that they intend to vote their shares in favor
of the passing of the Resolution described herein. Such persons control
20,392,293 Common Shares, or 51% of the Company's 40,092,434 total Common
Shares entitled to vote.
Effective Date of Amendment
If the proposed Resolution is approved by the Company's shareholders,
management of the Company anticipates filing an Amendment to the Company's
Certificate of Incorporation reflecting the proposed amendment to Article
THIRD with the office of the Secretary of State of the State of New Jersey on
July 30th or July 31st, 1998. The Amendment would become effective upon
acceptance of this filing.
OTHER BUSINESS
The Board of Directors is not aware of any other business which may come
before the meeting. However, if any other matters do properly come before
the meeting, it is the intention of the persons named in the accompanying
form of proxy, pursuant to discretionary authority conferred thereby, to vote
the proxy in accordance with their best judgment on such matters.
ABSENCE OF APPRAISAL RIGHTS
The Shareholders of the Company are not entitled to appraisal or similar
rights in connection with any of the matters set out in the notice of meeting.
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AVAILABLE INFORMATION
The Company currently complies with the periodic reporting requirements of
the Securities Exchange Act of 1934 as well as the provisions regulating
proxy solicitation and insider trading under that Act and, accordingly, files
reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information can
be inspected at the Public Reference Room offices of the Commission at 450
Fifth Street N.W., Washington, D.C. 20549, and copies of such material can be
obtained from the Commission at prescribed rates.
A copy of the Company's Form 10-KSB annual report for the year ended April
30, 1997 and Form 10-QSB for the quarter ended January 31, 1998 as filed with
the Securities and Exchange Commission may be obtained by any shareholder
without charge by writing to the Company.
APPROVAL OF DIRECTORS
The contents and the sending of this proxy statement have been approved by
the Board of Directors of the Company.
DATED the 16th day of July, 1998.
"Charles R. Carson"
"Secretary"
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