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:
{ } Preliminary Proxy Statement { } Confidential, for Use of the
{x} Definitive Proxy Statement Commission Only, (as Permitted
{ } Definitive Additional Materials by Rule 14A-6(e)(2))
{ } Soliciting Material Pursuant to ss.240.14a-11(C) or ss.240.14a-12
Profile Technologies, Inc.
--------------------------
(Name of Registrant as Specified in its Charter)
------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Paymef Filing Fee (Check the appropriate box)
{x} No fee required
{ } Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
{ } Fee paid previously with preliminary materials.
{ } Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date filed:
Notes:
<PAGE>
PROFILE TECHNOLOGIES, INC.
1077 Northern Blvd.
Roslyn, NY 11576
--------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD November 15, 1999
--------------------------------------------
The Annual Meeting of Shareholders of Profile Technologies, Inc. (the
"Company") will be held at 9:00 a.m. on Monday, November 15, 1999 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 seven 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 12, 1999 as the record 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 of the
Company will not be closed, but only shareholders of the Company of record on
such date will be entitled to notice of and to vote at the meeting or
adjournment.
Shareholders are cordially invited to attend the 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. No
additional postage is required if the envelope is 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
Henry Gemino
Executive Vice President,
Chief Operating Officer
Corporate Secretary
October 15, 1999
<PAGE>
PROFILE TECHNOLOGIES, INC.
1077 Northern Blvd.
Roslyn, N.Y. 11576
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To be held on November 15, 1999
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 15, 1999 and at any and all adjournments of the meeting. The enclosed
materials will be mailed to Shareholders on or about October 15, 1999.
The matters listed below will be considered and voted upon at the meeting:
1. To elect a Board of Directors consisting of seven 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.
<PAGE>
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.
All of the officers and directors and their affiliates (who own in the
aggregate approximately 1,240,000 of the shares outstanding) have informed the
Company that they intend to vote in favor of management's nominees for director
as 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 12, 1999 (the "Record Date") is 4,285,092. 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
ELECTION OF DIRECTORS
The current Board of Directors of the Company consists of Gale D. Burnett,
Henry Gemino, G.L. Scott, John Tsungfen Kuo, Murphy Evans, Allen G. Reeves and
Charles Christenson. Each of these persons has agreed to be renominated to stand
for election to the position of director at the annual shareholders meeting. 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, Allen G. Reeves and Charles Christenson.
The Company has no compensation committee. During the year ended June 30, 1999,
the Company's Board of Directors held 4 meetings. All persons who were directors
during the year ended June 30, 1999 attended at least seventy-five percent of
all of the meetings held while they were directors.
Nominees for Election to the Board of Directors:
PRINCIPAL DIRECTOR
NAME OCCUPATION SINCE
---- ---------- -----
G.L. Scott Chief Executive Officer, 1988
Co-Chairman of the Board
Gale D. Burnett Director, Vice-Chairman 1988
Henry Gemino Executive Vice President, 1988
Chief Operating Officer,
Chief Financial Officer,
Secretary, Director,
Co-Chairman of the Board
2
<PAGE>
Murphy Evans President, Director 1995
Director
John Tsungfen Kuo Professor Emeritus 1995
Columbia University,
Chief Technical Consultant
to the Company
Allen G. Reeves Attorney at law 1997
Charles Christenson Professor Emeritus 1999
Harvard Graduate School
Of Business Administration
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 is
currently a director and Vice-Chairmant 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.
3
<PAGE>
Murphy Evans. Mr. Evans is President and a director of the Company and is
also President of L & S Holding Co., a family owned holding company that is
engaged in several different businesses. Mr. Evans received an AB degree in
history from Princeton University in 1954 and an MBA degree from the Harvard
Graduate School of Business Administration in 1958.
John Tsungfen Kuo, Ph.D., Sc.D. Dr. Kuo has been a director of and
consultant to the Company since 1995 and is also Vice Chairman of the Board of
Directors of the Company. 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 and has been a director since 1997. 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 past 24 years,
specializing in securities law, corporate transactions and mergers and
acquisitions.
Charles Christenson. Professor Christenson has been a director of the
Company since 1998. He is the Royal Little Professor of Business Administration,
Emeritus, at the Graduate School of Business Administration at Harvard
University and served as faculty chairman of both the MBA and the Doctoral
Programs. He received his B.Sc. degree in Industrial and Labor Relations from
Cornell University in 1952, his MBA degree with high distinction from Harvard
University in 1954 and his DBA degree in Managerial Economics from Harvard
University in 1961.While on a leave of absence from the Harvard University
faculty, he also served as Deputy to the Assistant Secretary of the Air Force
(Financial Management) during the Kennedy Administration. He is a member of the
American Association for the Advancement of Science, the American Accounting
Association and the American Economics Association. Professor Christenson has
also authored or co-authored a number of books and articles on quantitative
methods, management control and philosophy of science.
4
<PAGE>
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 $1,000
per month and to the Chairman of the Board of Directors, $2,000 per month. The
Company also reimburses actual expenses incurred in attending Board meetings.
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:
<TABLE>
<CAPTION>
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 Vice Chairman 874,000(2) 20.1%
9191 Northwood Rd. Director
Lynden, WA 98264
Henry Gemino Executive Vice 596,000(3) 13.4%
5 Strickland Place President, Chief
Manhasset, L.I., NY 11030 Operating Officer,
Secretary, Director
Co-Chairman of the
Board of Directors
G.L. Scott Chief Executive Officer, 188,000(4) 4.4%
P.O. Box 986 Co-Chairman of the
Rogue River, Or 97537 Board of Directors
5
<PAGE>
Murphy Evans President, 306,000(5) 7.0%
204 Rosiland Street Director
P.O. Box 688
Laurinburg, NC 28352
John Tsungfen Kuo Director 350,000(6) 7.6%
11 Hoffman Lane
Blauvelt, NY 10913
Allen G. Reeves Director 125,000(6) 3.0%
900 Equitable Bldg.
730 17th Street
Denver, CO 80202
Charles Christenson Director 10,000(6) *
1 Chauncy Lane
Cambridge, MA 02238
Frank Goodhart, Jr. Shareholder 250,000 5.8%
1069 Old Forge Crossing
Lancaster, PA 17601
All Directors and 2,309,000(7) 43.2%(7)
Officers as a Group
(7 persons)
</TABLE>
* less than one percent
- --------------
(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 764,000 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 150,000 shares that are subject to a
purchase option in favor of Henry Gemino.
(3) Includes warrants to purchase 270,000 of Common Stock. Also includes an
option to acquire 150,000 shares of Common Stock from Sonja Burnett.
6
<PAGE>
(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 45,000
shares of Common Stock issued to Mr. Scott.
(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 150,000 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 73 Chief Executive 1988
Officer, Co-Chairman
of the Board
Gale D. Burnett 61 Director, 1988
Vice-Chairman
of the Board
Henry Gemino 48 Co-Chairman of the 1988
Board, Executive Vice
President, Chief
Operating Officer,
Chief Financial
Officer, Secretary,
Director,
Murphy Evans 67 President, Director 1998
In addition, John Tsungfen Kuo has been the chief technical consultant to
the Company since 1995 and is also Vice Chairman of the Board. 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.
7
<PAGE>
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.
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 $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Restricted
Name and Annual Stock LTIP All Other
Principal Compen- Award(s) Options/ Payouts Compen-
Position Year Salary($) Bonus($) sation($) $ SARS(#)(1) $ sation($)
- -------- ---- --------- -------- --------- --------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
G.L. Scott 1999 $ 24,000 0 0 0 0 0 0
Chief 1998 24,000 0 0 0 0 0 0
Executive 1997 8,500 0 0 0 25,000 0 0
Officer
Gale D. Burnett 1999 $120,000 0 0 0 0 0 0
Director, 1998 120,923 0 0 0 0 0 0
Vice Chairman 1997 104,561 0 0 0 0 0 0
Henry Gemino 1999 $120,000 0 0 0 0 0 0
Executive Vice 1998 120,923 0 0 0 0 0 0
President, 1997 104,561 0 0 0 0 0 0
Chief Operating
Officer, Chief
Financial
Officer, Co-Chairman
</TABLE>
(1) Common Stock Purchase Warrants
8
<PAGE>
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 is paid a consulting fee of $10,000 per month. The consulting
agreement expires December 1, 1999. In the year ended June 30, 1999, Dr. Kuo
received total consulting fees of $180,000 which included $60,000 in fees which
had been deferred from the previous year. He is also reimbursed for direct
expenses incurred in the performance of his consulting duties.
Dr. Kuo is entitled to receive a royalty equal to one percent of all net
pre-tax profits of the Company. Thusfar no royalty payments have been earned by
or paid to Dr. Kuo.
Options/SAR Exercises and Holdings
- ----------------------------------
The following table sets forth information with respect to the named
executives, concerning the exercise of options and/or limited SARs during the
last fiscal year and unexercised options and limited SARs held as of the end of
the fiscal year June 30, 1999.
Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End Options/SAR
Values:
<TABLE>
<CAPTION>
(a) (b) (c) (d)(2) (e)(2)
Number of Securities Value of
Shares Underlying Unexercised Unexercised In-the-Money
Acquired Value Options/SARs at FY-End(#) Options/SARs at FY End ($)
Name On Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
G.L. Scott -- -- 45,000(1) $ 204,000/0
Gale D. Burnett -- -- 110,000(1) $ 737,500/0
Henry Gemino -- -- 270,000(1) $ 1,706,250/0
Murphy Evans -- -- 150,000(1) $ 178,250/21,250
</TABLE>
(1) Exercisable
(2) All Options/SARs are in the form of common stock purchase warrants
Except for 85,000 common stock purchase warrants which were awarded to
Murphy Evans, there have been no awards of options, stock purchase warrants or
SAR's, nor any 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, 1999.
9
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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. To date, no royalty payments have been
made or earned under the above described arrangement.
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.
Consulting fees were paid to a director of the Company, Dr. John Kuo,
totaling approximately $!80,000 and $117,500 for the years ended June 30, 1999
and 1998, respectively. Of the amount paid to Dr. Kuo in the year ended June 30,
1999, $60,000 had been deferred from the year ended June 30, 1998.
The Company reimburses Murphy Evans for office space and secretarial
expenses incurred by him in the performance of his duties as President of the
Company in the amount of $1,500 per month on an informal, oral basis.
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.
10
<PAGE>
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 LLP as the independent certified
public accountants to audit the books, records and accounts of the Company for
its 1999 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 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 2000 annual
meeting of Stockholders must be received by the Company on or before September
15, 2000, 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, 1999
11
<PAGE>
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, 1999, 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 15, 1999 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, CHARLES CHRISTENSON
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: ___________________
----------------------------------------------
----------------------------------------------
Signature(s) of Shareholder(s)
- -------------------- ----------------------------------------------
Number of Shares Print Name of Shareholder
Signature(s) should agree with the name(s)
appearing hereon. Executors, administrators,
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 CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, 2 BROADWAY, NEW YORK, NY 10004. THE GIVING OF A PROXY
WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THIS MEETING.
