<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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LAMINATING TECHNOLOGIES, 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)(l) 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):
- --------------------------------------------------------------------------------
<PAGE> 2
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[ ] Check the 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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<PAGE> 3
LAMINATING TECHNOLOGIES, INC.
1160 Hightower Trail
Atlanta, Georgia 30350-2910
NOTICE AND PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD 10:00 A.M., AUGUST 21, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of LAMINATING
TECHNOLOGIES, INC.. (the "Company") will be held on Thursday, August 21, 1997,
at 10:00 a.m., local time, at the Company's executive offices at 1160 Hightower
Trail, Atlanta, Georgia 30350-2910, for consideration of and action by the
holders of the Company's Common Stock upon the following matters:
1. The election of a Board of four directors, with each director to serve
until the next annual meeting of Stockholders or until the election
and qualification of his respective successor;
2. The transaction of such other business as may properly come before the
Annual Meeting and any adjournment thereof, and matters incident to the
conduct of the Annual Meeting.
The Board of Directors has fixed the close of business on July 22, 1997, as the
record date for the determination of holders of Common Stock of the Company
entitled to notice of, and to vote at, the Annual Meeting. The Company's Annual
Report to Stockholders for the year ended March 31, 1997, accompanies this
Notice and Proxy Statement.
STOCKHOLDERS (WHETHER THEY OWN ONE OR MANY SHARES AND WHETHER THEY EXPECT TO
ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO VOTE, SIGN, DATE AND RETURN
PROMPTLY THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
Robert L. Dover, Secretary
Atlanta, Georgia
July 25, 1997
<PAGE> 4
LAMINATING TECHNOLOGIES, INC.
1160 Hightower Trail
Atlanta, Georgia 30350-2910
PROXY STATEMENT
This Proxy Statement is furnished and is being mailed with the
accompanying proxy on approximately July 25, 1997, to each Stockholder of record
of Laminating Technologies, Inc. (the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company, to be voted at
the Annual Meeting of Stockholders of the Company (the "Meeting") to be held on
Thursday, August 21, 1997, at 10:00 a.m., local time, at the Company's executive
offices at 1160 Hightower Trail, Atlanta, Georgia 30350-2910, and at any
adjournment thereof, for the purposes stated below.
Any person giving a proxy has the power to revoke it at any
time before its exercise by a later dated proxy, a written revocation sent to
the Secretary of the Company or attendance at the Meeting and exercise of the
right to vote in person. In the absence of contrary instructions, properly
executed proxies, received and unrevoked, will be voted by the persons named in
the proxy: (i) for the election of the directors proposed by the Board of
Directors; (ii) in their discretion, on such other business as may properly come
before the Meeting and matters incident to the conduct of the Meeting.
VOTING SECURITIES OF THE COMPANY
Only Stockholders of record at the close of business on July
22, 1997, are entitled to notice of, and to vote at, the Meeting. On July 22,
1997, the outstanding voting securities of the Company consisted of 3,185,100
shares of Common Stock. Each share of Common Stock is entitled to one vote on
all matters presented to the Meeting with no right to vote cumulatively.
The Company's By-laws provide that the presence, in person or
by proxy, of a majority of the issued and outstanding shares of the Company
entitled to vote at the Meeting will constitute a quorum. Provided that the
quorum requirements are met, the nominees for election as directors of the
Company at the Meeting who receive the greatest number of votes cast will be
elected as directors.
The holders of a majority of the votes of the shares of common
stock of the Company issued and outstanding and entitled to vote shall be
present in person or by proxy to constitute a quorum for the transaction of any
business at the Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, at July 22, 1997, the number
and percentage of shares of Common Stock which, according to information
supplied to the Company, are beneficially owned by: (i) each person who is a
beneficial owner of more than five percent of the Common Stock; (ii) each of the
directors, nominees for director, and named executive officers of the Company
individually; and (iii) all current directors and executive officers of the
Company as a group. Under rules adopted by the Securities and Exchange
Commission, a person is deemed to be a beneficial owner of Common Stock with
respect to which he has or shares voting power (which includes the power to vote
or to direct the voting of the security), or investment power (which includes
the power to dispose of, or to direct the disposition of, the security). A
person is also deemed to be the beneficial owner of shares with respect to which
he could obtain voting or investment power within 60 days of July 22, 1997, such
as upon the exercise of options or warrants.
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER OF
NAME AND ADDRESS(1) SHARES (1) PERCENTAGE
<S> <C> <C>
Michael E. Noonan 77,564(2) 2.4
Robert L. Dover 26,667(3) *
Ronald L. Christensen 2,500(4) *
Jerome I. Gellman 2,500(4) *
Leonard Toboroff 2,500(4) *
William J. Warren 2,500(4) *
J. Morton Davis 359,748(5) 11.2
D.H. Blair Capital Corp. 322,851(6) 10.1
Steve Gorlin 202,012(7) 6.3
TransMillennial Resource Corporation 158,048(8) 5.0
All executive officers and directors
as a group (6 persons) 114,231(9) 3.5
</TABLE>
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* Less than 1 percent
(1) Except as otherwise indicated, each of the parties listed above has
sole voting and investment power over the shares owned. Except as
otherwise indicated, the address of each stockholder is c/o Laminating
Technologies, Inc., 1160 Hightower Trail, Atlanta, Georgia 30350-2910.
(2) Includes 25,027 shares issuable upon exercise of immediately
exercisable options granted to Mr. Noonan by TransMillennial Resource
Corporation ("TMR") and 52,537 shares issuable upon exercise of
immediately exercisable options granted by Steve Gorlin. Does not
include an additional 38,782 shares issuable upon exercise of options
granted to Mr. Noonan by Mr. Gorlin that are not exercisable within 60
days.
(3) Includes 26,667 immediately exercisable options to purchase Common
Stock. Does not include 13,333 shares issuable upon exercise of
options that are not exercisable within 60 days.
(4) As to each director, includes 2,500 immediately exercisable options to
purchase Common Stock. Does not include 7,500 shares (per director)
issuable upon exercise of options that are not exercisable within 60
days.
(5) Includes 322,851 shares owned by D.H. Blair Capital Corp. and 36,897
shares issuable upon exercise of immediately exercisable warrants
issued to D.H. Blair Investment Banking Corp. and expiring on March
25, 1999. Mr. Davis is the sole stockholder of each of D.H. Blair
Capital Corp. and D.H. Blair Investment Banking Corp. The address of
Mr. Davis is 44 Wall Street, New York, New York 10005.
(6) Does not include 36,897 shares issuable upon the exercise of
immediately exercisable warrants issued to D.H. Blair Investment
Banking Corp. in March 1994 and expiring on March 25, 1999. The sole
stockholder of D.H. Blair Capital Corp. is J. Morton Davis, who is
also the sole stockholder of Blair Investment. The address of D.H.
Blair Capital Corp. is 44 Wall Street, New York, New York 10005.
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<PAGE> 6
(7) Includes 91,319 shares subject to options granted by Mr. Gorlin to
Michael E. Noonan. The address of Mr. Gorlin is 5115 Peachtree Road,
Suite 200, Chamblee, Georgia 30341.
(8) Includes 25,027 shares subject to options granted by TMR to Michael E.
Noonan. The address of TMR is 31847 W. Sea Level Drive, Malibu,
California 90265.
(9) Includes 114,231 shares issuable upon exercise of options that are
immediately exercisable. Does not include 82,115 shares issuable upon
exercise of options that are not exercisable within 60 days. Steve
Gorlin may be deemed a "founder" of the Company, as such term is
defined in the Securities Act.
ELECTION OF DIRECTORS
In accordance with the Company's By-laws, a Board of four
directors will serve until the next Meeting or until successors to the directors
have been elected and have qualified. All directors are elected annually. It is
the intention of the persons named in the proxy, unless otherwise directed, to
vote all proxies in favor of the election to the Board of Directors for the
nominees listed below. The Board has no reason to believe that any of the
nominees will be unable or unwilling to be a candidate for election at the time
of the Meeting. If any nominee is unable or unwilling to serve, the persons
named in the proxy will use their best judgment in selecting and voting for a
substitute candidate.
The Board of Directors has unanimously recommended a slate of
nominees for election as directors at the Meeting, consisting of Michael E.
Noonan, Ronald L. Christensen, Jerome I. Gellman and William J. Warren. The
names of the directors, nominees for director and executive officers of the
Company, their ages and certain other information is set forth as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Michael E. Noonan 56 Chairman of the Board of Directors, President, Chief
Executive Officer and Director
Richard B. Carlock 46 Chief Financial Officer
Robert L. Dover 63 Senior Vice President -- Marketing/Operations, Secretary
and Director
J. Scott Stewart 43 Senior Vice President -- Marketing/Sales
Ronald L. Christensen 59 Director
Jerome I. Gellman 70 Director
Leonard Toboroff 64 Director
William J. Warren 58 Director
</TABLE>
MICHAEL E. NOONAN was appointed Chairman of the Board,
President and Chief Executive Officer on February 1, 1996. From 1994 to February
1, 1996, Mr. Noonan was self-employed as a business consultant. From 1989 to
1994, Mr. Noonan was the Chief Executive Officer, President and sole shareholder
of Winning Image, Inc, an apparel marketing and manufacturing firm which was
sold to Terry Manufacturing Co. From 1986 to 1989, Mr. Noonan was a Senior Vice
President of Domestic and North American Operations at the Mead Packaging
Division of Mead Corporation.
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<PAGE> 7
RICHARD B. CARLOCK has served as Chief Financial Officer of
the Company on a part-time basis since February 1997, devoting approximately 25
percent of his time to the Company. He is a Partner in the firm Tatum CFO
Partners, L.P. which provides CFO expertise to emerging growth companies and to
larger corporations, in the latter case to assist management for specific
projects. Accordingly, Mr. Carlock has other clients that he serves. He has
served as Chief Financial Officer, Treasurer and member of the Board of
Directors for 4Health, Inc., a nutritional supplement company from 1995 to 1996.
Previously, he served as Chief Financial Officer, Treasurer, and Vice-President
of Electromedics, Inc., a medical device manufacturer, for the period from 1989
to 1994. Mr. Carlock served as Chief Financial Officer and Corporate Secretary
of Evans BioControl, Inc., a biotechnology firm specializing in entomology
research development (1987 to 1989) and as Vice-President of Finance and Vice
President of Technical Services at Information Solutions, Inc., a software sales
and development company, from 1983 to 1987. Mr. Carlock is a Certified Public
Accountant who practiced with Price Waterhouse & Company and Main LaFrentz &
Company prior to his financial experience in industry. He received a Master of
Science degree in Accounting from New York University's Graduate School of
Business, currently Sterns Business School, in 1976 and holds a Bachelor of Arts
degree from the University of Colorado at Boulder.
ROBERT L. DOVER has been the Senior Vice President --
Marketing/Operations, Secretary and a director of the Company since May 1996.
From 1966 to April 1995, Mr. Dover was an executive of Mead Packaging Division
of Mead Corporation in Atlanta, Georgia working in the capacity of Director of
Marketing and Technological Planning, Environmental Technology, Marketing and
Sales, for the Food Industry, Marketing for the Soft Drink Industry, Film
Systems, Market Research and Machinery Systems Development. From May 1995 to May
1996, Mr. Dover was an independent consultant. Mr. Dover graduated with a
Masters of Science Degree in Industrial Management from the Georgia Institute of
Technology.
J. SCOTT STEWART has been Senior Vice President --
Marketing/Sales of the Company since May 1996. From 1992 to 1996, Mr. Stewart
was co-founder and a sales representative for Simmons Survey, a company involved
in leak detection for underground fuel tanks. From 1981 to 1992, Mr. Stewart
worked for the Royston Division of AWH Corporation in Winston-Salem North
Carolina as a Vice President of the Contract Business Division and of Corporate
Marketing. Mr. Stewart graduated with a Masters Degree in Business
Administration from Emory University in 1977, and with a Bachelor's Degree in
Industrial Management from the Georgia Institute of Technology in 1975.
RONALD L. CHRISTENSEN has been a director of the Company since
March 1996. From 1993 to the present, Mr. Christensen has served as President
and Chief Executive Officer of PrinTech Label Corporation, a printing and
converting firm. Since 1983 he has also served as president of Adrienne
Associates, a consulting services company to the printing and pressure sensitive
materials industry. Mr. Christensen graduated from Georgia Institute of
Technology in 1960 with a Bachelor's Degree in Chemical Engineering.
JEROME I. GELLMAN has been a director of the Company since
July 1996. From 1988 to the present, Mr. Gellman has been counsel to the law
firm of Cowan, Liebowitz & Latman. Mr. Gellman has also served as a director of
Tyco Toys, Inc., a publicly-traded toy company, from 1987 to 1997; Tyco Toys,
Inc. merged into Mattel, Inc. on March 31, 1997.
LEONARD TOBOROFF has been a director of the Company since July
1996. Mr. Toboroff has also served as Vice President and a director of Riddell
Sports Inc., a manufacturer and distributor of sporting goods, since April 1988
and Vice President and Vice-Chairman of the Board of Allis-Chalmers Corp. since
May 1989. Mr. Toboroff has been a practicing attorney since 1961 and has served
as (i) a director of American Bakeries Company since August 1987, (ii) a
director of Banner Aerospace, Inc., a supplier of aircraft parts, since
September 1992, (iii) a director of ANMR Corp., a manufacturer of medical
diagnostic equipment, since September 1992 and (iv) Chairman of the Board of
Saratoga Springs Beverage Co. since December 1995.
WILLIAM J. WARREN has been a director of the Company since
March 1996. Mr. Warren founded Mar-Lyn Container Corp., a sheet converter, in
1967 and was the president and a majority shareholder of
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<PAGE> 8
Mar-Lyn until the company was sold in April 1997. Mr. Warren is now a
management consultant for Lyn Marco. Mr. Warren graduated from the University
of California in 1961 with a Bachelor's Degree in Industrial Management.
EXECUTIVE OFFICERS
The directors listed above who are executive officers of the
Company in the positions indicated, comprise all the executive officers of the
Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Upon the conversion of the Company's Series A Preferred Stock
in connection with the Company's initial public offering of its common stock
during October, 1996 (the "1996 Offering"), the Company paid to D.H. Blair
Capital Corp. approximately $150,000, representing the accumulated dividends on
the Series A Preferred Stock. The sole stockholder of D.H. Blair Capital Corp.
is J. Morton Davis, who is also the sole stockholder of D.H. Blair Investment
Banking Corp. (the "Underwriter"), the underwriter for the 1996 Offering. In
September 1993, Blair Investment loaned $30,000 to the Company and in March
1994, Blair Investment loaned an additional $100,000 to the Company, each of
which loans bore interest at ten percent per annum. The principal amount of all
of such indebtedness was repaid in April 1996 and accrued interest of
approximately $30,000 was repaid in August 1996. In March 1994, the Company
issued warrants to purchase 36,897 shares of Common Stock of the Company to
Blair Investment in consideration of the extension of the loan by the
Underwriter. The Underwriter has certain demand and piggyback registration
rights with respect to such warrants. Blair Investment also acted as Placement
Agent for the Bridge Financing in April and May 1996 for which it received a
Placement Agent fee of $199,500 and a non-accountable expense allowance of
$59,850.
In the 1996 Offering, the Underwriter, agreed, subject to the
terms and conditions of the Underwriting Agreement, to purchase from the Company
the 1,700,000 Units offered in the 1996 Offering on a "firm commitment" basis.
Furthermore, the Underwriter exercised its option to purchase from the Company
at the public offering price, less underwriting discounts, 255,000 additional
Units for the purpose of covering over-allotments.
D.H. Blair & Co. ("Blair & Co.") distributed as a selling
group member substantially all of the Units offered in the 1996 Offering. Blair
& Co. also makes a market in the Company's securities. Blair & Co. is
substantially owned by family members of J. Morton Davis. Mr. Davis is the sole
stockholder of the Underwriter.
In the 1996 Offering, the Underwriter offered the Units to the
public at the public offering price of $5.00 per Unit. The Units were also
offered to certain dealers who were members of the NASD at $5.00 per Unit, less
concessions of not in excess of $0.18 per Unit, of which a sum not in excess of
$0.09 per Unit was reallowed to other dealers who were members of the NASD.
The Company also agreed to pay to the Underwriter a
non-accountable expense allowance equal to 3 percent of the gross proceeds
derived from the sale of Units offered in the 1996 Offering, including the Units
purchased pursuant to the Underwriter's overallotment option.
All of the Company's stockholders, officers and directors as
of the 1996 Offering have agreed not to sell, assign, transfer or otherwise
dispose publicly any of their shares of Common Stock for a period of 13 months
after October 11, 1996 without the prior written consent of the Underwriter.
The Underwriter has the right to designate one individual for
nomination to the Company's Board of Directors for a period of five years after
the completion of the 1996 Offering, although it has not yet selected any such
designee. Such designee may be a director, officer, partner, employee or
affiliate of the Underwriter. The Company has agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act.
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<PAGE> 9
During the five-year period after the date of this Prospectus,
in the event the Underwriter originates a financing or a merger, acquisition or
transaction to which the Company is a party, the Underwriter will be entitled to
receive a finder's fee in consideration for origination of such transaction. The
fee is based on a percentage of the consideration paid in the transaction
ranging from 7 percent of the first $1,000,000 to 2 1/2 percent of any
consideration in excess of $9,000,000.
The Company has agreed not to solicit Warrant exercises other
than through the Underwriter, unless the Underwriter declines to make such
solicitation. Upon any exercise of the Warrants after October 11, 1996, the
Company will pay the Underwriter a fee of 5 percent of the aggregate exercise
price of the Warrants, if (i) the market price of the Company's Common Stock on
the date the Warrants are exercised is greater than the then exercise price of
the Warrants; (ii) the exercise of the Warrants was solicited by a member of the
NASD; (iii) the warrant holder designates in writing that the exercise of the
Warrant was solicited by a member of the NASD and designates in writing the
broker-dealer to receive compensation for such exercise; (iv) the Warrants are
not held in a discretionary account; (v) disclosure of compensation arrangements
was made both at the time of the 1996 Offering and at the time of exercise of
the Warrants; and (vi) the solicitation of exercise of the Warrant was not in
violation of Rule 10b-6 promulgated under the Exchange Act.
The Company has agreed to sell to the Underwriter and its
designees, for nominal consideration, the Unit Purchase Options to purchase up
to 170,000 Units, substantially identical to the Units offered in the 1996
Offering, except that the Class A Warrants and Class B Warrants included therein
are each subject to redemption by the Company, in accordance with the terms of
the Warrant Agreement, at any time after the Unit Purchase Options have been
exercised and the underlying warrants are outstanding. The Unit Purchase Options
will be exercisable during the three-year period commencing October 11, 1998
Prospectus at an exercise price of $6.00 per Unit, subject to adjustment in
certain events to protect against dilution, and are not transferable for a
period of two years after October 11, 1998 except to officers of the Underwriter
or to members of the selling group. The Company has agreed to register during
the four-year period commencing October 11, 1997, on two separate occasions, the
securities issuable upon exercise thereof under the Securities Act, the initial
such registration to be at the Company's expense and the second at the expense
of the holders. The Unit Purchase Option includes a provision permitting the
holders to elect a cashless exercise. The Company has also granted certain
"piggy-back" registration rights to holders of the Unit Purchase Option.
In April 1996, Steve Gorlin and TransMillennial Resource
Corporation ("TMR"), each principal stockholders of the Company, granted to
Michael E. Noonan, Chairman, President and Chief Executive Officer of the
Company, options to purchase an aggregate of 91,319 and 25,027 shares,
respectively, of Common Stock owned by Mr. Gorlin and TMR. The options are
exercisable at $0.68 per share and expire ten years from the date of grant. All
of the TMR options and 52,537 of the Gorlin options are immediately exercisable,
and the remaining 38,782 options are exercisable in April 1998. The Company has
granted Mr. Noonan demand and piggyback registration rights with respect to the
shares of Common Stock issuable upon exercise of these options.
On August 26, 1994, the stockholders of the Company ratified a
preliminary agreement (the "Memorandum of Understanding") with TMR. Charles
Broes, the President and a principal stockholder of TMR, served as the President
and Chief Executive Officer of the Company from August 1994 to March 1995 and a
director of the Company from August 1994 to February 1996. Pursuant to the
Memorandum of Understanding, TMR agreed to provide certain management, financing
and marketing services to the Company for fees to be established at a later date
and the issuance of certain warrants contingent upon TMR securing certain
financing for the Company within six months. On September 1, 1994, the Company
entered into an Outsourcing Agreement with TMR (the "TMR Outsourcing Agreement")
pursuant to which the Company agreed to pay TMR $20,000 a month for its
management services.
On September 1, 1994, the Company also entered into an
Outsourcing Agreement with Revenue Process Development, Inc. ("RPD"), a
subsidiary of TMR (the "RPD Outsourcing Agreement"), pursuant to which RPD would
act as exclusive marketing and sales agent for the Company in exchange for the
greater of 20 percent of gross sales or RPD's actual costs. On February 2, 1995,
the Company agreed with TMR to amend the Memorandum
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<PAGE> 10
of Understanding (the "Amendment") and extend the term of the agreement to ten
months, to increase TMR's fees to $22,000 a month, payable, along with TMR's
expenses, in the form of 10 percent convertible debentures of the Company and to
cancel the RPD Outsourcing Agreement. On June 7, 1995, TMR informed the Company
via letter that it was unable to secure the financing called for under the
Memorandum of Understanding. Accordingly, as per its terms, the Memorandum of
Understanding expired on June 30, 1995 and the Company was obligated only for
fees and expenses due to TMR through such date and no warrants were issued or
issuable to TMR.
On July 1, 1995, the Company sold certain assets to TMR at
book value for $54,279 in exchange for a reduction in the Company's indebtedness
to TMR. As of December 31, 1995, TMR sold certain of these assets to third
parties for an aggregate of $43,750, which amount was collected by the Company
and resulted in an increase in the Company's indebtedness to TMR. This
indebtedness was included in the indebtedness that was converted to equity in
April 1996, as described below. In July 1995, the Company purchased all of the
outstanding stock of RPD from TMR for $2,000.
In April 1996, pursuant to an agreement dated March 21, 1996,
TMR contributed to the capital of the Company $307,457 of indebtedness owed by
the Company to TMR for management services, expenses and other indebtedness
under the Memorandum of Understanding and the TMR Outsourcing Agreement and
converted the remaining $428,346 of Company indebtedness into 158,048 shares of
Common Stock at a rate of one share for every $2.7102 of indebtedness. In April
1996, pursuant to additional debt conversion agreements dated March 21, 1996
(the "Debt Conversion Agreements"), the Conversion Investors also converted an
aggregate of $550,210 of indebtedness of the Company into 203,013 shares of
Common Stock at a rate of one share for every $2.7102 of indebtedness.
In April 1996, Donald B. Sallee, a principal stockholder of
the Company, and other debtholders of the Company converted an aggregate of
$495,000 principal amount of indebtedness of the Company into an aggregate of
$495,000 in principal amount of Bridge Notes and 247,500 Bridge Warrants. The
Company agreed to pay the accrued interest on the indebtedness in cash. The
principal amount of the Bridge Notes and interest thereon at a rate of ten
percent per annum were paid to the holders of the Bridge Notes upon the closing
of the 1996 Offering.
In June 1995, the Company purchased from Michael W. Olvey,
Sr., a founder, stockholder and former President and a director of the Company,
126,114 shares of Common Stock of the Company for $150,000, which amount was
paid in installments through April 1996. In July 1995, the Company sold 126,114
shares of Common Stock to Donald Sallee for $85,000 in connection with a
$250,000 loan by Mr. Sallee to the Company in June 1995. As a result, the
Company recorded a financing cost of approximately $65,000 which was charged to
earnings in the year ended March 31, 1996. Additionally, in June 1995, the
Company issued 33,208 shares of Common Stock to Mr. Olvey in consideration for
the cancellation of $90,000 of the Company's indebtedness to him. In March 1996,
Mr. Olvey canceled 7,379 of these shares.
In December 1995, the Company entered into a one year
consulting agreement with Mr. Olvey. The agreement provided for annual payments
of $60,000 and a $60,000 bonus upon the issuance of a patent under the Company's
current patent application. The bonus is increased to $100,000 upon the issuance
of multiple patents under the current patent application.
BOARD OF DIRECTORS AND COMMITTEES
All actions taken by the Board during the fiscal year ended
March 31, 1997 were taken by unanimous written consent. The Company does not
currently have standing audit, nominating, compensation or other committees.
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<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth certain information covering
the compensation paid or accrued by the Company during the fiscal year indicated
to its President/Chief Executive Officer during the fiscal year ended March 31,
1997. No other executive officer had compensation, including salary and bonus,
in excess of $100,000 during the fiscal year ended March 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long term
Compensation
Annual Awards
Fiscal Year Compensation
Name and Ended Number of Securities
Principal Position March 31 Salary Underlying Options
------------------ --------- ------ -------------------
<S> <C> <C> <C>
Michael E. Noonan 1997 $144,000.00 116,346(1)
Chairman of the Board, 1996 $ 72,000.00(2)
President, Chief Executive
Officer and Director
</TABLE>
(1) Consists of 25,027 shares issuable upon exercise of options
granted to Mr. Noonan by TransMillennial Resource Corporation
and 91,319 shares issuable upon exercise of options granted by
Steve Gorlin.
(2) Represents amounts accrued in the fiscal year ended March 31,
1996 and includes $60,000 payable pursuant to a consulting
arrangement prior to March 31, 1996.
The following table sets forth the number of securities
underlying options, the exercise price and the expiration date for stock options
granted to the President/Chief Executive Officer during the fiscal year ended
March 31, 1997.
OPTION GRANTS IN FISCAL YEAR ENDED MARCH 31, 1997
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED EXERCISE
UNDERLYING TO EMPLOYEES PRICE EXPIRATION
NAME OPTIONS GRANTED IN FISCAL YEAR ($/SHARE) DATE (1)
---- --------------- - --------------- --------- ----------
<S> <C> <C> <C> <C>
Michael E. Noonan 116,346 43.7% $0.68 04/06/02
</TABLE>
(1) Consists of 25,027 shares issuable upon exercise of options
granted to Mr. Noonan by TransMillennial Resource Corporation
and 91,319 shares issuable upon exercise of options granted by
Steve Gorlin. The options became exercisable commencing as of
April 6, 1996, and expire on April 6, 2002.
The following table sets forth the number of exercisable and unexercisable
options as of March 31, 1997, and the value of such options for the
President/Chief Executive Officer.
-8-
<PAGE> 12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTIONS VALUES
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised
Unexercised Options At In-The-Money
Shares Fiscal Year End (#) Options at FY End ($)
Acquired or Value
Name Exercised (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Michael E. Noonan -- -- 77,564/38,782 $364,163/$182,081
</TABLE>
DIRECTOR'S COMPENSATION
Non-employee directors of the Company are entitled to
compensation of $500 for each Board of Directors meeting attended and are
reimbursed for expenses actually incurred in connection with such meeting.
Directors are not precluded from serving the Company in any other capacity and
receiving compensation therefor.
In addition, directors are entitled to receive Director
Options pursuant to the Company's 1996 Stock Option Plan (the "Plan"). The
provisions of the Plan provide for the automatic grant of non-qualified stock
options to purchase shares of Common Stock ("Director Options") to directors of
the Company who are not employees or principal stockholders of the Company
("Eligible Directors"). Eligible Directors of the Company were granted a
Director Option to purchase 10,000 shares of Common Stock on or about October 9,
1996 at a per share exercise price equal to $5.00. Future Eligible Directors
will be granted a Director Option to purchase 10,000 shares of Common Stock on
the date that such person is first elected or appointed a director. Further,
commencing on the day immediately following the date of the annual meeting of
stockholders for the Company's fiscal year ending March 31, 1997, each Eligible
Director, other than directors who received an Initial Director Option since the
last annual meeting, will be granted a Director Option to purchase 1,000 shares
of Common Stock ("Automatic Grant") on the day immediately following the date of
each annual meeting of stockholders, as long as such director is a member of the
Board of Directors. The exercise price for each share subject to a Director
Option shall be equal to the fair market value of the Common Stock on the date
of grant, except for directors who receive incentive options and who own more
than ten percent of the voting power, in which case the exercise price shall be
not less than 110 percent of the fair market value on the date of grant.
Director Options are exercisable in four equal annual installments, commencing
six months from the date of grant. Director Options will expire the earlier of
ten years after the date of grant or 90 days after the termination of the
director's service on the Board of Directors.
EMPLOYMENT AND CONSULTING AGREEMENTS
In July 1996, the Company entered into a one year employment
agreement with Michael E. Noonan, Chairman and Chief Executive Officer of the
Company. The agreement provides for an annual base salary of $144,000 per year
and is automatically renewable for successive one year terms unless either party
gives six months' notice to the other. The Company may terminate the agreement
without cause and, upon such termination, Mr. Noonan will be entitled to receive
his base salary for a period of one year (subject to a 50 percent offset during
the second six months for salary received from subsequent employment). In
addition, if the Company exercises its right not to renew the agreement, Mr.
Noonan will be entitled to six months of severance pay. The agreement contains
confidentiality and non-competition provisions.
The Company has agreed with the Underwriter that,
notwithstanding the provisions of the foregoing agreement, the compensation of
the Company's executive officers will not increase from current levels for a
period of 13 months after the closing of the 1996 Offering.
-9-
<PAGE> 13
----------------------
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has not selected auditors for its
fiscal year ending March 31, 1998. The Company is satisfied with the accounting
and audit services performed by its current auditors. However, as part of the
Company's ongoing cost containment efforts, management is in the process of
obtaining proposals for such services from several accounting firms, including
its current auditors. After review of such proposals, management will make its
recommendation to the Board of Directors as to the appointment of auditors.
Richard A. Eisner & Company, LLP is the accounting firm which
examined and reported on the Company's financial statements for the last fiscal
year. Representatives of Richard A. Eisner & Company, LLP are not expected to be
present at the Meeting to respond to appropriate questions or to make a
statement.
----------------------
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and executive officers and the holders
of 10 percent of the Company's common stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of equity securities of the Company. Based on the Company's review of
copies of such reports received by it, or written representations from reporting
persons, the Company believes that during the period from October 9, 1996 to
March 31, 1997, its officers and directors filed all reports on a timely basis.
----------------------
OTHER MATTERS
No other matters requiring a vote of the stockholders are
expected to come before the Meeting. However, if other matters should properly
come before the Meeting, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment on such matters.
----------------------
EXPENSES OF SOLICITATION
The solicitation of proxies being on behalf of the Board of
Directors, all expenses in connection therewith will be paid by the Company.
Request will be made of brokerage houses and other custodians, nominees and
fiduciaries to forward the solicitation material at the expense of the Company
to the beneficial owners of stock held of record by such persons.
----------------------
STOCKHOLDER PROPOSALS
Proposals by Stockholders intended to be presented at the next
annual meeting of Stockholders of the Company must be received by the Company at
its executive offices at 1160 Hightower Trail, Atlanta, Georgia 30350-2910 no
later than March 24, 1998 to be included in the Company's proxy statement and
form of proxy for
-10-
<PAGE> 14
the 1998 Annual Meeting. THE COMPANY WILL PROVIDE TO EACH PERSON SOLICITED,
WITHOUT CHARGE EXCEPT FOR EXHIBITS, UPON REQUEST IN WRITING, A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
THE FISCAL YEAR ENDED MARCH 31, 1997. REQUESTS SHOULD BE DIRECTED TO ROBERT L.
DOVER, SECRETARY, LAMINATING TECHNOLOGIES, INC., 1160 HIGHTOWER TRAIL, ATLANTA,
GEORGIA 30350-2910.
By Order of the Board of Directors
Robert L. Dover, Secretary
-11-
<PAGE> 15
APPENDIX
(Front Side of Proxy Card)
LAMINATING TECHNOLOGIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert L. Dover and Shirley A.
Pigg, or either of them with full power of substitution, proxies to vote at the
Annual Meeting of Stockholders of Laminating Technologies, Inc. (the "Company")
to be held on Thursday, August 21, 1997 at 10:00 a.m., local time, and at any
adjournment or adjournments thereof, hereby revoking any proxies heretofore
given, to vote all shares of common stock of the Company held or owned by the
undersigned as directed on the reverse, and in their discretion upon such other
matters as may come before the meeting.
(To Be Continued And Signed On The Reverse Side)
<PAGE> 16
(Backside of Proxy Card)
[X] Please mark your votes as in this example
1. Election of Directors
Nominees: Michael E. Noonan
Ronald L. Christensen
Jerome I. Gellman
William J. Warren
[ ] [ ]
FOR WITHHELD
For except vote withheld from the following nominee(s):
- -------------------------------------------------
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES FOR DIRECTORS. THIS PROXY WILL ALSO BE VOTED ON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE_____________________________________ DATE_______________
SIGNATURE_____________________________________ DATE_______________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
