PROFILE TECHNOLOGIES, INC.
1077 Northern Blvd.
Roslyn, NY 11576
--------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 14, 1997
--------------------------------------------
THE ANNUAL MEETING of Shareholders of Profile Technologies, Inc. (the
"Company") will be held at 9:00 a.m. on Friday, November 14, 1997, at the Omni
Berkshire Place Hotel, 21 East 52nd Street, New York, New York 10022 for the
following purposes:
1. To elect a Board of Directors consisting of six persons to serve a term
of one year (until the next annual Shareholder's Meeting) or until their
respective successors are elected and have been qualified;
2. To transact such other business as may properly come before the Annual
Meeting and any postponement or adjournment thereof.
The Board of Directors has fixed October 15, 1997, as the record date for
determining the shareholders of the Company entitled to notice of and to vote at
the meeting and any adjournment of the meeting. The transfer books for the
Company will not be closed, but only common stock shareholders of the Company of
record at the close of business on the record date will be entitled to notice of
and to vote at the meeting or any adjournment thereof.
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THIS MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND DATE
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE IF MAILED
IN THE UNITED STATES. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE
IN PERSON IF YOU ATTEND THE MEETING AND WILL ASSURE THAT YOUR SHARES ARE VOTED
IF YOU ARE UNABLE TO ATTEND.
BY ORDER OF THE BOARD OF DIRECTORS
October 15, 1997
Henry Gemino
Chief Operating Officer
<PAGE>
PROFILE TECHNOLOGIES, INC.
1077 Northern Blvd.
Roslyn, N.Y. 11576
- - --------------------------------------------------------------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To be held on November 14, 1997
- - --------------------------------------------------------------------------------
INTRODUCTION
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of Profile Technologies, Inc., a Delaware corporation (the "Company"), to be
voted at the Annual Meeting of Shareholders to be held at the Omni Berkshire
Place Hotel, 21 East 52nd Street, New York, New York 10022 at 9:00 a.m. on
November 14, 1997 and at any and all adjournments of the meeting. The enclosed
materials will be mailed to Shareholders on or about October 15, 1997.
The matters listed below will be considered and voted upon at the meeting:
1. To elect a Board of Directors consisting of six persons to serve a term
of one year (until the next annual Shareholder's Meeting) or until their
respective successors are elected and have been qualified;
2. To transact such other business as may properly come before the Annual
Meeting and any postponement or adjournment thereof.
Shares of common stock as to which Proxies have been executed will be voted
as specified in the Proxies. If no specifications are made, the shares will be
voted "For" Management's nominees for Director and will be voted at the
discretion of the proxy with respect to other matters which may properly come
before the meeting pursuant to item 2 above. A Proxy may be revoked at any time
before it is voted by filing with the Secretary of the Company either a written
revocation or a duly executed Proxy bearing a later date. Additionally,
attendance at the meeting and voting shares in person will revoke any prior
proxy relating to such shares.
The presence, in person or by proxy, of the holders of a majority of the
outstanding Common Stock of the Company is necessary to constitute a quorum at
the meeting. Votes cast by proxy or in person at the Annual Meeting will be
counted by a person appointed by the Company to act as the election inspector
for the meeting. The election inspector will treat shares represented by proxies
that reflect abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum.
<PAGE>
All of the officers and directors and their affiliates (who own in the
aggregate approximately 1,502,000 of the shares outstanding) have informed the
Company that they intend to vote in favor of each of the matters set forth
herein.
VOTING SECURITIES
The total number of outstanding shares of the Company's $.001 par value
Common Stock entitled to vote at the meeting, based upon the shares of record at
the close of business on October 15, 1997 (the "Record Date") is 4,262,600. As
of the Record Date, the only outstanding voting securities of the Company were
shares of Common Stock, each of which is entitled to one vote on each matter to
come before the meeting.
PROPOSAL 1
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ELECTION OF DIRECTORS
The current Board of Directors of the Company consists of Gale D. Burnett,
Henry Gemino, G.L. Scott, John Tsungfen Kuo and Murphy Evans. Each of these
persons has agreed to be renominated to stand for election to the position of
director at the annual shareholders meeting. In addition, Allen G. Reeves has
also been nominated to stand for election to the Board of Directors. If one or
more of the nominees is unable to serve or for good cause will not serve at the
time of the meeting, the shares represented by the proxies solicited by the
Board of Directors will be voted for the other nominees and for any substitute
nominee(s) designated by the Board of Directors. A quorum being present, a
favorable vote of a majority of shares present and voting, either in person or
by proxy, is required for the election of any Director. Under applicable
Delaware law, in tabulating the vote, abstentions and broker non-votes will be
disregarded and will have no effect on the outcome of the vote. The Company
currently has a standing audit committee of its Board of Directors consisting of
Murphy Evans, Henry Gemino and Gale D. Burnett. The Company has no compensation
committee. During the year ended June 30, 1997, the Company's Board of Directors
held 6 meetings. All persons who were directors during the year ended June 30,
1997 attended not less than 75% of all the meetings held.
Nominees for Election to the Board of Directors:
PRINCIPAL DIRECTOR
NAME OCCUPATION SINCE
---- ---------- -----
G.L. Scott Chief Executive Officer 1988
Chairman of the Board
Gale D. Burnett President, Director 1988
2
<PAGE>
Henry Gemino Executive Vice President, 1988
Chief Operating Officer,
Chief Financial Officer,
Secretary, Director
Murphy Evans President, 1995
Laurinburg and Southern
Railroad Company
John Tsungfen Kuo Professor Emeritus - 1995
Columbia University
Allen G. Reeves Attorney --
Set forth below is information regarding the directors as well as all
nominees for director:
G.L. Scott. Mr. Scott, since 1988, has been Chairman of the Board of
Profile Technologies, Inc. From 1984 to the present, he has been Ranch Manager
of the GX2 Ranch in Rogue River, Oregon. From 1978 to 1984 Mr. Scott was Chief
Executive Officer and later Chairman of the Board of NORPAC Exploration
Services, Inc. of Denver, Colorado. While involved with NORPAC, he facilitated
the merger of several oil service companies into a conglomerate that included
oil exploration, drilling, data sales and brokerage, tape reproduction and data
storage. NORPAC went public in 1981 and was acquired by a subsidiary of Texas
Eastern Pipeline Co., in 1984.
Gale D. Burnett. Mr. Burnett has spent approximately 30 years in the
computer and high technology manufacturing industry. He participated at high
level engineering or management positions in seven different IBM compatible disk
projects, including employment between 1962 and 1980 with IBM, Memorex, Caelus
Memories, Telex and Storage Technology Corporation, Inc. In 1980 he founded
Advanced Monitoring Systems, Inc., a public Company that developed a
computerized pipeline testing tool. Since 1987, he has been founder and
President of Profile Technologies, Inc., and continues his research and
development of the Company's products and technology.
Henry Gemino. Mr. Gemino has been involved in the stock brokerage and money
management industries for 15 years. Over this period he has been a Vice
President at Oppenheimer Co., Drexel Burnham and Bear Stearns & Co. in New York.
From 1980 to 1991 he was President of H. Edmund Associates, where he directed
all money management, venture capital and investment banking operations. From
1988 to the present, he has been a co-founder and executive Vice President of
Profile Technologies, Inc.
Murphy Evans. Mr. Evans is President of L & S Holding Co., a family owned
holding company that is engaged in several different businesses, one of which is
the Laurinburg & Southern Railroad Company. Mr. Evans received a AB degree in
history from Princeton University in 1954 and an MBA degree from the Harvard
Graduate School of Business Administration in 1958.
3
<PAGE>
John Tsungfen Kuo, Ph.D., Sc.D. Dr. Kuo has been a director of and
consultant to the Company since 1995. Dr. Kuo is currently the Ewing and Worzel
professor emeritus at Columbia University and is an expert in acoustic, elastic,
hydrodynamics, and electromagnetic wave propogation. Born in China, Dr. Kuo
immigrated to the United States in 1949 and became a naturalized United States
citizen in 1967. He received a BS degree in Geology, Physics and Mathematics
from the University of Redlands in 1952 and an honorary Sc.D. from the same
school in 1978. He received an MS degree in Geophysics from the California
Institute of Technology in 1954 and a Ph.D. in Geophysics from Stanford
University in 1958. Among his teaching positions, he was professor from
1967-1983, Vinton professor from 1983-1985 and Ewing and Worzel professor from
1985-1992, all at Columbia University. He has been involved in numerous research
projects involving various aspects of Geophysics for almost 40 years. He was the
recipient of the Alexander Vin Humboldt award for Distinguished U.S. senior
scientists from the Federal Republic of Germany in 1986. He was a distinguished
senior scholar at the University of Cambridge, England from 1970-1971; visiting
professor at the University of Texas in Austin from 1978- 1979 as well as a
visiting professor in 1978; adjunct professor 1992 -at Cornell University; and
visiting professor at the Technical University of Clausthal in the Federal
Republic of Germany in 1986-1987. He was also director of the Lamont-Doherty
Earth Observatory's underground Geophysical observatory in Ogdensburg, New
Jersey from 1967-1977. He is also associate life editor of Geophysics review (a
publication of the American Geophysics Union) and a member of numerous other
professional and scientific organizations.
Allen G. Reeves. Mr. Reeves has been the Company's outside legal counsel
since 1991. He received his BA degree from Colorado College in 1969 and his JD
degree from the University of Colorado in 1972. He has been in private practice
in Denver, Colorado for the last 23 years, specializing in securities law,
corporate transactions and mergers and acquisitions.
There are no family relationships among the directors. There are no
arrangements or understandings between any directors and any other person
pursuant to which that director was elected.
The Company has no compensation, pension, profit sharing or similar plans
in effect. It provides a medical reimbursement plan and medical insurance
coverage to officers and may provide other benefits to officers and employees in
the future. It also pays a director's fee to non-employee directors of $500.00
per meeting attended and reimburses actual expenses incurred in attending such
meetings.
4
<PAGE>
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the record date by
(i) all persons who own of record or are known to the Company to beneficially
own more than 5% of the issued and outstanding shares of common stock, and (ii)
by each director, each director nominee, each of the executive officers named in
the tables under "Executive Compensation" and by all executive officers and
directors as a group:
Amount and Nature of Percent of Class
Positions and Beneficial Common Based on Beneficial
Name and Address Offices Held Stock Ownership(1) Ownership(1)
- - ---------------- ------------ ------------------ ------------
<S> <C> <C> <C>
Gale D. Burnett President, 1,110,000(2) 25.4%
9191 Northwood Rd. Director
Lynden, WA 98264
Henry Gemino Executive Vice 626,000(3) 13.8%
5 Strickland Place President, Chief
Manhasset, L.I., NY 11030 Operating Officer,
Secretary, Director
G.L. Scott Chief Executive Officer, 220,000(4) 5.1%
P.O. Box 986 Chairman of the Board
Rogue River, OR 97537 of Directors
Murphy Evans Director 221,000(5) 5.1%
204 Rosiland Street
P.O. Box 688
Laurinburg, NC 28352
John Tsungfen Kuo Director 350,000(6) 7.6%
11 Hoffman Lane
Blauvelt, NY 10913
Frank Goodhart, Jr. Shareholder 250,000 5.9%
1069 Old Forge Crossing
Lancaster, PA 17601
Allen G. Reeves Director Nominee 135,000(6) 3.1%
900 Equitable Bldg.
730 17th Street
Denver, CO 80202
All Directors and 2,372,000(7) 46.2%(7)
Officers as a Group
(5 persons)
</TABLE>
- - ----------
(1) Calculated pursuant to rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting and
investment power with respect to all such shares. Under Rule 13d-3(d),
shares not outstanding which are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage owned by such person,
but are not deemed outstanding for the purpose of calculating the
percentage owned by each other person listed.
(2) Includes 820,000 shares issued in the name of Sonja Burnett, wife of Gale
D. Burnett. Also includes warrants for Gale D. Burnett to acquire 110,000
shares of Common Stock. Also includes 180,000 shares of Common Stock owned
by the adult children of Gale and Sonja Burnett and for whom Gale Burnett
has full voting power. Also includes 150,000 shares which are subject to a
purchase option in favor of Henry Gemino.
5
<PAGE>
(3) Includes warrants to purchase 270,000 of Common Stock. Also includes and
option to acquire 150,000 shares of Common Stock from Sonja Burnett.
(4) Includes 40,000 shares issued in the name of the relatives of G.L. Scott or
in the name of Mr. Scott's wife. Also includes warrants to purchase 80,000
shares of Common Stock issued to Mr. Scott or to his children.
(5) Includes 30,000 shares held in the name of Mr. Evans' wife. Also includes
40,000 shares held in the name of Falco Enterprises, Inc., controlled by
Mr. Evans. Also includes warrants to purchase 65,000 shares of Common
Stock.
(6) Consists entirely of warrants to purchase Common Stock.
(7) Assumes exercise of all warrants and options owned by all officers and
directors.
EXECUTIVE OFFICERS OF THE COMPANY
Certain information regarding the executive officers of the Company
follows:
Officer of
Position Held the Company
Name Age With Company Since
- - ---- --- ------------ -----
G.L.Scott 71 Chief Executive 1988
Officer, Chairman
of the Board
Gale D. Burnett 59 President, Director 1988
Henry Gemino 46 Executive Vice- 1988
President, Chief
Operating Officer,
Chief Financial
Officer, Secretary,
Director
In addition, John Tsungfen Kuo has been the chief technical consultant to
the Company since 1995. Biographical information concerning all of the executive
officers as well as Dr. Kuo can be found under Proposal 1 - Election of
Directors appearing elsewhere in this Proxy Statement.
There are no family relationships among the executive officers. There are
no arrangements or understandings between any officers and any other person
pursuant to which that officer was selected.
EXECUTIVE COMPENSATION
Employment Contracts.
- - ---------------------
None of the executive officers are employed pursuant to employment
contracts. However, the Company has entered into confidentiality agreements with
each executive officer concerning the confidentiality of information in
connection with the Company's technology.
6
<PAGE>
<TABLE>
<CAPTION>
Cash Compensation
The following table shows all cash compensation paid or to be paid by the
Company as well as other compensation paid or accrued during the fiscal years
indicated to the chief executive officer and the highest paid executive officers
of the Company as of the end of the Company's last fiscal year whose salary and
bonus for such period in all capacities in which the executive officer served
exceeded $100,000.
Summary Compensation Table
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
------------------------- -------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted
Name and Annual Stock LTIP All Other
Principal Compen- Award(s) Options/ Payouts Compen-
Position Year Salary($) Bonus($) sation($) $ SARs(#)(1) ($) sation($)
- - -------- ---- --------- -------- --------- -------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
G.L. Scott 1997 $ 8,500 --- --- --- 25,000 --- ---
Chief 1996 0 --- --- --- 15,000 --- ---
Executive 1995 0 --- --- --- 30,000 --- ---
Officer
Gale D. Burnett 1997 $104,561 --- --- --- --- --- ---
President 1996 96,000 --- --- --- --- --- ---
1995 86,000 --- --- --- 60,000 --- ---
Henry Gemino 1997 $104,561 --- --- --- --- --- ---
Executive Vice 1996 88,000 --- --- --- --- --- ---
President, 1995 66,000 --- --- --- 60,000 --- ---
Chief Operating
Officer, Chief
Financial
Officer
</TABLE>
(1) Common Stock Purchase Warrants
Consulting Agreements
- - ---------------------
Dr. John Tsungfen Kuo acts as a consultant to the Company with respect to
scientific and technological matters in connection with the Company's ongoing
research and development activities. Under the terms of his consulting
agreement, Dr. Kuo was paid a consulting fee of $2,500 per month, but that
amount was increased to $10,000 per month as of July 1, 1997. Unless renewed,
the consulting agreement expires December 1, 1997. In addition, Dr. Kuo also
receives a per diem fee of $500 while performing consulting services at job
sites or in the field. In the year ended June 30, 1997, Dr. Kuo received total
consulting fees of $79,877.
Dr. Kuo is entitled to receive a royalty equal to one percent of all net
pre-tax profits of the Company. Thusfar no royalty payments have been earned by
or paid to Dr. Kuo.
Options/SAR Exercises and Holdings
The following table sets forth information with respect to the named
executives, concerning the exercise of options and/or limited SARs during the
last fiscal year and unexercised options and limited SARs held as of the end of
the fiscal year June 30, 1997.
7
<PAGE>
<TABLE>
<CAPTION>
Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End Options/SAR Values:
(a) (b) (c) (d)(2) (e)(2)
Number of Securities Value of
Shares Underlying Unexercised Unexercised In-the-Money
Acquired Value Options/SARs at FY-End(#) Options/SARs at FY End ($)
Name On Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
G.L. Scott --- --- 80,000(1) $ 432,000(1)
Gale D. Burnett --- --- 110,000(1) 1,012,500(1)
Henry Gemino --- --- 270,000(1) 2,381,250(1)
</TABLE>
- - ----------
(1) Exercisable
(2) All Options/SARs are in the form of common stock purchase warrants
There have been no adjustments or amendments to the exercise price of stock
options or SARs previously awarded to any of the named executive officers,
whether through amendment, cancellation or replacement grants or any other means
during the last fiscal year ended June 30, 1997 of the Company, except that
during 1997 the Company extended the expiration date of options to purchase
875,000 shares of the Company's common stock previously granted, at the previous
exercise price, to officers and directors. The extension of time within which to
exercise the options are shown as grants of options in the following table.
Option/SAR Grants in Last Fiscal Year
Individual Grants
- - --------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted(#) Fiscal Year ($/Sh) Date
---- ---------- ----------- ------ ----
G.L. Scott 40,000* 4.6% $3.00 10/31/2004
15,000* 1.7% 7.20 10/31/2004
25,000 2.9% 7.20 10/31/2004
Gale D. Burnett 100,000* 11.4% 1.125 10/31/2004
10,000* 1.1% 3.00 10/31/2004
Henry Gemino 190,000* 21.7% 1.125 10/31/2004
80,000* 9.1% 3.00 10/31/2004
John Tsungfen Kuo 15,000* 1.7% 7.20 10/31/2004
50,000* 5.7% 3.00 10/31/2004
285,000 32.6% 3.50 10/31/2004
Murphy Evans 25,000* 2.9% 3.00 10/31/2004
15,000* 1.7% 7.20 10/31/2004
25,000 2.9% 7.20 10/31/2004
*The expiration date of the option was extended; the options were granted in a
previous year.
8
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January of 1996, the Company issued a warrant to Dr. John Kuo, a
director, which entitles him to purchase 50,000 shares of Common Stock at an
exercise price of $3.00 per share. In March of 1996, the Company issued to Dr.
Kuo a further 15,000 warrants to purchase Common Stock at an exercise price of
$7.20 per share. All of these warrants expire October 31, 2004.
In September 1988 at the time Gale D. Burnett first transferred certain
technology, know-how and patent rights to the Company, a royalty interest of 4%
of all pre-tax profits derived from the technology and know-how thus transferred
was granted to Northwood Enterprises, Inc., a family owned company controlled by
Mr. Burnett. Northwoods Enterprises subsequently assigned such royalty interest
back to Mr. Burnett. In turn, Mr. Burnett, on April 8, 1996, assigned half of
this royalty interest (2%) as follows: to Mr. Henry Gemino, executive
vice-president, and chief financial officer, chief operating officer and
director (1 1/4%); to Mr. G.L. Scott, Chairman of the Board of Directors (1/2%).
A further 1/4% was assigned to the Company's legal counsel. This royalty
arrangement also applies to all future patent rights and technology developed by
Mr. Burnett and assigned to the Company.
In March 1996 the Company granted a net pre-tax royalty on profits equal to
1% to Dr. John Kuo in return for his assignment of certain patent rights,
technological know-how and proprietary information and trade secrets. The effect
of these various royalty interests is that a total of 5% of any net pre-tax
earnings of the Company derived from the use of said technology developed by Mr.
Burnett or Dr. Kuo is subject to distribution as above described. To date, no
royalty interest has been earned or distributed.
Since February 1995 Dr. John Kuo has been a consultant to the Company; he
was paid a consulting fee of $2,500 per month plus $500 per day when he is
conducting field work. As of July 1, 1997, the consulting fee increased to
$10,000 per month.
In December 1996, the Company issued 285,000 Common stock purchase warrants
to Dr. Kuo at an exercise price of $3.50 per share. The Company and Dr. Kuo also
agreed to extend his existing agreement with the Company for a period of one
year. The warrants to be issued to Dr. Kuo expire October 31, 2004.
The Company utilized space for administrative and office facilities at the
residence of both Gale D. Burnett and Henry Gemino free of additional charge
during the years ended June 30, 1997 and 1996.
In March of 1996, the Company issued warrants to purchase Common Stock of
G.L. Scott and Murphy Evans. Each warrant was for 15,000 shares, exercisable at
$7.20 per share. Also, in November of 1996, the Company granted an additional
9
<PAGE>
25,000 common stock purchase warrants to both G.L. Scott and Murphy Evans. Such
warrants are exercisable at a price of $7.20 each and all warrants expire
October 31, 2004. In addition, Gale D. Burnett agreed to assign warrants to
purchase 50,000 shares of Common Stock at $3.00 per share held by him to Murphy
Evans (10,000), G.L. Scott (10,000) and Henry Gemino (25,000). Another 5,000
warrants were assigned to the Company's legal counsel.
Consulting fees were paid to a director of the Company, Dr. John Kuo,
totaling approximately $79,877 and $54,000 for the years ended June 30, 1997 and
1996, respectively.
OTHER MATTERS TO BE VOTED UPON
Management does not know of any other matters to be brought before the
meeting. If any other matters not mentioned in the proxy statement are properly
brought before the meeting, the individuals named in the enclosed proxy intend
to vote such proxy in accordance with their best judgment on such matters.
COMPLIANCE WITH SECTION 16(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Company's executive officers and directors are required to file reports
of ownership and changes in ownership of the Company's securities with the
Securities and Exchange Commission as required under provisions of the
Securities Exchange Act of 1934. Based solely on the information provided to the
Company by individual directors and executive officers, the Company believes
that during the last fiscal year all directors and executive officers have
complied with applicable filing requirements.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick LLP as the
independent certified public accountants to audit the books, records and
accounts of the Company for its 1998 fiscal year. To the knowledge of
management, neither such firm nor any of its members has any direct or material
indirect financial interest in the Company nor any connection with the Company
in any capacity otherwise than as independent accountants.
A representative of KPMG Peat Marwick LLP is expected to be present at the
annual meeting of shareholders to answer proper questions and will be afforded
an opportunity to make a statement regarding the financial statements.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1998 annual
meeting of Stockholders must be received by the Company on or before September
10
<PAGE>
15, 1998, in order to be eligible for inclusion in the Company's proxy statement
and form of proxy. To be so included, a proposal must also comply with all
applicable provisions of Rule 14a-8 under the Securities Exchange Act of 1934.
BY ORDER OF THE BOARD OF DIRECTORS,
Henry Gemino
Chief Operating Officer
October 15, 1997
11
<PAGE>
PROXY CARD PROXY CARD
PROFILE TECHNOLOGIES, INC.
1077 Northern Blvd.
Roslyn, N.Y. 11576
- - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF PROFILE TECHNOLOGIES, INC.
- - --------------------------------------------------------------------------------
The undersigned having received the Notice of Annual Meeting of
Stockholders and Proxy Statement dated October 15, 1997, hereby appoints Henry
Gemino or his designee with full power of substitution and revocation to
represent the undersigned and to vote all the shares of the common stock of
Profile Technologies, Inc. (the "Company") which the undersigned is entitled to
vote at the Annual Meeting of the Shareholders of the Company to be held on
November , 1997 and any postponement or adjournment thereof.
(1) ELECTION OF For all nominees below WITHHOLD
DIRECTORS: (except as marked to AUTHORITY
the contrary) to vote for
all nominees
below
GALE D. BURNETT, HENRY GEMINO, G.L. SCOTT, MURPHY EVANS, DR. JOHN TSUNGFEN KUO,
ALLEN G. REEVES
INSTRUCTION: To withhold authority to vote for any individual
nominee, draw a line through or otherwise strike
out his name. If authority is not withheld, the
execution of this Proxy shall be deemed to grant
such authority.
(2) IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
For Against Abstain
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned Shareholder. If no direction is made, this Proxy will
be voted for all nominated Directors and at the discretion of the proxy with
respect to other matters pursuant to proposal 2.
The undersigned hereby revokes any proxies as to said shares heretofore
given by the undersigned, and ratifies and confirms all that said attorneys and
proxies may lawfully do by virtue hereof.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN
OR DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF
SHAREHOLDERS TO THE UNDERSIGNED.
<PAGE>
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders and Proxy Statement furnished therewith.
Dated:
-----------
--------------------------------------
--------------------------------------
Number of Shares Signature(s) of Shareholder(s)
-------------
Signature(s) should agree with the
name(s) appearing hereon. Executors,
administrators, Print Name of
Shareholder trustees, guardians and
attorneys should indicate when
signing. Attorneys should submit
powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PROFILE
TECHNOLOGIES, INC. PLEASE SIGN AND RETURN THIS PROXY TO PROFILE TECHNOLOGIES,
INC., 1077 NORTHERN BLVD., ROSLYN, N.Y. 11576. THE GIVING OF A PROXY WILL NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THIS MEETING.
