SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or
Section 240.14a12
STREICHER MOBILE FUELING, INC.
(Name of Registrant as specified in its Charter)
STREICHER MOBILE FUELING, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 011:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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 No.:
(3) Filing Parties:
(4) Date Filed:
STREICHER MOBILE FUELING, INC.
________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 30, 1997
______________________________
To the shareholders of
Streicher Mobile Fueling, Inc.
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of
Shareholders of Streicher Mobile Fueling, Inc., a Florida
corporation (the "Company"), will be held at 10:00 a.m., local
time, on Monday, June 30, 1997, at Doubletree Guest Suites, 555
N.W. 62nd Street, Fort Lauderdale, Florida, for the following
purposes:
(1) To elect five directors to the Company's Board of
Directors, to serve until the next annual meeting of
shareholders or until their successors are duly elected
and qualified;
(2) To consider and vote upon a proposal to approve the
Company's Stock Option Plan; and
(3) To transact such other business as may properly come
before the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on May
27, 1997 as the record date for determining those shareholders
entitled to notice of, and to vote at, the Annual Meeting and any
adjournments thereof.
Whether or not you expect to be present, please sign, date and
return the enclosed proxy card in the enclosed pre-addressed
envelope as promptly as possible. No postage is required if mailed
in the United States.
By Order of the Board of Directors,
Stanley H. Streicher
President and Chief Executive Officer
Fort Lauderdale, Florida
June 5, 1997
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO
ATTEND THE MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO
ATTEND ARE RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED
PROXY CARD AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A
PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY
AND VOTE THEIR SHARES IN PERSON.
ANNUAL MEETING OF SHAREHOLDERS
OF
STREICHER MOBILE FUELING, INC.
________________________________
PROXY STATEMENT
________________________________
DATE, TIME AND PLACE OF ANNUAL MEETING
This Proxy Statement is furnished in connection with the
solicitation bythe Board of Directors of Streicher Mobile Fueling,
Inc., a Florida corporation (the "Company"), of proxies from the
holders of the Company's Common Stock, par value $0.01 per share
(the "Common Stock"), for use at the 1997 Annual Meeting of
Shareholders of the Company, to be held on the 30th day of June,
1997, or any adjournment(s) thereof (the "Annual Meeting"),
pursuant to the enclosed Notice of Annual Meeting. The approximate
date this Proxy Statement and the enclosed form of proxy are first
being sent to holders of Common Stock is June 5, 1997. The
principal executive offices of the Company are located at 2720 N.W.
55th Court, Fort Lauderdale, Florida 33309.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Board of
Directors of the Company. The giving of a proxy does not preclude
the right to vote in person should any shareholder giving the proxy
so desire. Shareholders have an unconditional right to revoke their
proxy at any time prior to the exercise thereof, either in person
at the Annual Meeting or by filing with the Secretary of the
Company at the Company's principal executive offices a written
revocation or duly executed proxy bearing a later date; however, no
such revocation will be effective until written notice of the
revocation is received by the Company at or prior to the Annual
Meeting.
The cost of preparing, assembling and mailing this Proxy
Statement, the Notice of Annual Meeting of Shareholders and the
enclosed proxy is to be borne by the Company. In addition to the
use of mail, employees of the Company may solicit proxies
personally and by telephone and facsimile. They will receive no
compensation therefor in addition to their regular salaries.
Arrangements will be made with banks, brokers and other
custodians, nominees and fiduciaries to forward copies of the proxy
material to their principals and to request authority for the
execution of proxies. The Company will reimburse such
persons for their expenses in so doing.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will
consider and vote upon the following matters:
1. The election of five directors to serve until the next
annual meeting of shareholders or until their successors
are duly elected and qualified;
2. To consider and vote upon a proposal to approve the
Company's Stock Option Plan (the "Stock Option Plan");
and
3. Such other business as may properly come before the
Annual Meeting, including any adjournments thereof.
Unless contrary instructions are indicated on the enclosed
proxy, all shares represented by valid proxies received pursuant to
this solicitation (and which have not been revoked in accordance
with the procedures set forth above) will be voted (i) FOR the
election of the five nominees for director named below, (ii) FOR
the proposal to approve the Stock Option Plan and (iii) in favor of
all other proposals as may properly come before the Annual Meeting.
In the event a shareholder specifies a different choice by means of
the enclosed proxy, his shares will be voted in accordance with the
specification so made.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors has set the close of business on May
27, 1997 (the "Record Date"), as the record date for determining
shareholders of the Company entitled to notice of and to vote at
the Annual Meeting. As of the Record Date there were 2,575,000
shares of Common Stock issued and outstanding, all of which are
entitled to be voted at the Annual Meeting. Holders of Common Stock
are entitled to one vote per share on each matter that is submitted
to shareholders for approval.
The attendance, in person or by proxy, of the holders of
shares of Common Stock representing a majority of the outstanding
shares of such stock is necessary to constitute a quorum. For
purposes of electing directors at the Annual Meeting, the nominees
receiving the greatest number of votes of Common Stock shall be
elected as directors. The affirmative vote of a majority of the
shares of Common Stock present in person or by proxy at the Annual
Meeting is required for the approval of (i) the proposal to approve
to the Stock Option Plan and (ii) any other matter that may be
submitted to a vote of the shareholders. Abstentions are considered
as shares present and entitled to vote for purposes of determining
the presence of a quorum and for purposes of determining the
outcome of any matter submitted to the shareholders for a vote, but
are not counted as votes "for" or "against" any matter. The
inspectors of election will treat shares referred to as "broker or
nominee non-votes" (shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or
persons entitled to vote and the broker or nominee does not have
discretionary voting power on a particular matter) as shares that
are present and entitled to vote for purposes of determining the
presence of a quorum. For purposes of determining the outcome of
any matter as to which the proxies reflect broker or nominee non-
votes, shares represented by such proxies will be treated as not
present and not entitled to vote on that subject matter and
therefore will not be considered by the inspectors of election when
counting votes cast on the matter (even though those shares are
considered entitled to vote for quorum purposes and may be entitled
to vote on other matters.) If less than a majority of the
outstanding shares of Common Stock are represented at the Annual
Meeting, a majority of the shares so represented may adjourn the
Annual Meeting from time to time without further notice.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock as of May 1,
1997 by (a) each person known to the Company to own beneficially
more than five percent of the Company's outstanding Common Stock,
(b) each director (including nominees) who owns any such shares,
(c) each Named Executive Officer (see "Management-Executive
Compensation"), and (d) the directors and executive officers of the
Company as a group:
[CAPTION]
<TABLE>
<S> <C>
Common Stock
Beneficially Owned(2)
Name of Beneficial Owner(1) Shares Percent
Stanley H. Streicher(3) 1,425,000 55.3%
E. Scott Golden(4) 6,000 *
Joseph M. Murphy(4) 6,000 *
John H. O'Neil, Jr.(4) 6,000 *
L. Phillips Reames(4) 6,000 *
All directors and executive
officers as a 1,449,000 55.8%
group (6 persons)
</TABLE>
____________________
* Less than one percent.
(1) Unless otherwise indicated, the address of each of the
beneficial owners identified is c/o Streicher Mobile Fueling,
Inc., 2720 N.W. 55th Court, Fort Lauderdale, Florida 33309.
(2) Based on 2,575,000 shares of Common Stock outstanding. Pursuant
to the rules of the Securities and Exchange Commission (the
"Commission"), certain shares of Common Stock which a person
has the right to acquire within 60 days of May 1, 1997 pursuant
to the exercise of stock options are deemed to be outstanding
for the purpose of computing the percentage ownership of such
person but are not deemed outstanding for the purpose of
computing the percentage ownership of any other person.
(3) Reflects (i) 1,351,500 shares owned by Streicher
Enterprises, Inc. ("Enterprises"), of which Stanley H.
Streicher owns 100% of the outstanding capital stock and (ii)
73,500 shares with respect to which Mr. Streicher has been
granted a proxy to vote such shares. Excludes 1,000,000 shares
issuable upon exercise of stock options held by Mr. Streicher
that are not exercisable within 60 days of May 1, 1997 (See
"Executive Compensation and Other Information-Employment
Contracts").
(4) Reflects 6,000 shares subject to presently exercisable options.
Excludes 6,000 shares issuable upon exercise of stock options
held not exercisable within 60 days of May 1, 1997 (See
"Management-Director Compensation").
ELECTION OF DIRECTORS
(Proposal No. 1)
The Company's Articles of Incorporation provide that the Board
of Directors shall consist of not less than one member, the exact
number of directors to be determined from time to time by
resolution adopted by the Board of Directors. The Company's Bylaws
provide that the number of directors shall be fixed from time to
time, within the limits specified by the Articles of Incorporation,
by resolution of the Board of Directors. The Board of Directors has
fixed at five the number of directors that will constitute the
Board for the ensuing year. Each director elected at the Annual
Meeting will serve for a term expiring at the 1998 Annual Meeting
of Shareholders, expected to be held in June 1998, or until his
successor has been duly elected and qualified. Each of the
incumbent directors has been nominated as a director to be elected
at the Annual Meeting by the holders of Common Stock and proxies
will be voted for such persons absent contrary instructions.
The Board of Directors has no reason to believe that any
nominee will refuse to act or be unable to accept election;
however, in the event that a nominee for a directorship is unable
to accept election or if any other unforeseen contingencies should
arise, it is intended that proxies will be voted for the remaining
nominees and for such other person as may be designated by the
Board of Directors, unless it is directed by a proxy to do
otherwise.
The following table sets forth certain information with respect
to each nominee for election to the Board of Directors:
[CAPTION]
<TABLE>
<S> <C> <C>
Director
Name(1) Position with the Company Since
Stanley H.
Streicher President, Chief Executive 1996
Officer & Director
E.Scott Golden Director 1997
Joseph M. Murphy(2) Director 1997
John H. O'Neil, Director 1997
Jr.(2)
L. Phillips Reames
(2)(3) Director 1997
</TABLE>
____________________
(1) See "Management-Executive Officers and Directors" for
biographical information.
(2) Member of the Audit Committee.
(3) Mr. Reames is a designee of Argent Securities, Inc., which
has the right to designate one individual for election as a
director until December 2001.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as
follows:
[CAPTION]
<TABLE>
<S> <C> <C>
Name and Address Age Position and Office
Stanley H. Streicher 54 President, Chief Executive
Officer, Director and Founder
Timmothy Koshollek 33 Vice President of Marketing and
Operations
E. Scott Golden 41 Director
Joseph M. Murphy 50 Director
John H. O'Neil, Jr. 67 Director
L. Phillips Reames 53 Director
</TABLE>
Mr. Streicher has served as President and Chief Executive
Officer of the Company since its inception in October 1996. Mr.
Streicher has also served as the President and Chief Executive
Officer of Enterprises, the Company's predecessor, since its
inception in 1983. During the period 1979 to 1983, Mr. Streicher
operated a mobile fueling business which became the Company's
predecessor. From 1972 to 1979, Mr. Streicher served as
supervisor of receiving of AT&T's Montgomery Material Management
Center, where he designed systems to expedite material and
equipment handling. From 1965 to 1972, Mr. Streicher served to
the rank of Captain in the United States Military in various
leadership capacities, including the command of an aviation
division together with the responsibility for scheduling aircraft
and their refueling.
Mr. Koshollek has served as the Vice President of Marketing
and Operations since its inception. Mr. Kosholleck served as Vice
President of Marketing and Operations of Enterprises from 1994 to
October 1996. From 1991 to 1994, Mr. Koshollek was responsible
for sales and management of a wholesale seafood company. From
1989 to 1991, he was the operations manager of Enterprises
responsible for its Southeast division fuel delivery operations.
E. Scott Golden has served as a Director of the Company
since January 1997. Mr. Golden has maintained his own law office
since 1988. From 1983 to 1988, Mr. Golden was an attorney at
Buck & Golden, P.A., where he was vice president.
Joseph M. Murphy has served as a Director of the Company
since January 1997. Since August 1983 Mr. Murphy has served as
President and Chief Executive Officer of Murphy Management, a
management consulting and executive search firm he founded, which
specializes in the retail, general merchandise, supermarket and
food industries.
John H. O'Neil, Jr. has served as a Director of the Company
since January 1997. Since February 1993, Mr. O'Neil has served as
Chairman of Health Foundation of South Florida, a non-profit
charitable foundation, and has served as its Chief Executive
Officer since February 1996. Mr. O'Neil has served as Chairman of
Cedars Medical Center since May 1992.
L. Phillips Reames has served as a Director of the Company
since January 1997. Since 1981, Mr. Reames has served as the
Chairman of Argent Securities, Inc. ("Argent"), an investment
banking firm.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held two meetings during the fiscal
year ended January 31, 1997 and took certain actions by unanimous
written consent. Each director attended at least 75 percent of
the aggregate of (i) the number of such meetings and (ii) the
number of meetings of committees of the Board of Directors held
during the fiscal year ended January 31, 1997.
The Board of Directors established an Audit Committee in
February 1997. Messrs. O'Neil, Murphy and Reames are members of
the Audit Committee. The duties and responsibilities of the
Audit Committee include (a) recommending to the full Board the
appointment of the Company's auditors and any termination of
engagement, (b) reviewing the plan and scope of audits, (c)
reviewing the Company's significant accounting policies and
internal controls and (d) having general responsibility for all
related auditing matters. The Audit Committee did not hold any
meetings during the fiscal year ended January 31, 1997.
DIRECTOR COMPENSATION
The Company compensates each non-employee director a
director's fee of $1,000 per month. In addition, the Company's
directors are reimbursed for any out-of-pocket expenses incurred
by them for attendance at meetings of the Board of Directors or
committees thereof. In February 1997, each non-employee director
was granted options to purchase 12,000 shares of Common Stock at
an excise price of $8.375 per share, which options vest at a rate
of 1,000 shares per month, commencing on February 1, 1997. Such
options are callable by the Company at any time (i) after
February 1, 2002 or (ii) when the bid price for the Common Stock
is at least $20.00 per share.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information
concerning compensation paid or accrued by the Company and its
subsidiaries to or on behalf of the Company's Chief Executive
Officer (the "Named Executive Officer") for the fiscal years
ended January 31, 1997, 1996 and 1995. No other executive
officer's salary and bonus equaled or exceed $100,000 for such
years.
SUMMARY COMPENSATION TABLE
[CAPTION]
<TABLE>
<S> <C> <C>
Long Term
Annual Compensation(1) Compensation
Name and Principal Fiscal Year All Other
Position ended 1/31 Salary Bonus Compensation
Stanley H.
Streicher, 1997 $246,550 -- --
President & Chief 1996 150,113 -- --
Executive Officer 1995 93,817 -- --
</TABLE>
_____________
(1) The column for "Other Annual Compensation" has been omitted
because there is no compensation required to be reported in
such columns. The aggregate amount of perquisites and other
personal benefits provided to the Named Executive Officer is
less than 10% of the total annual salary and bonus of such
officer.
OPTION GRANTS TABLE
The following table sets forth certain information
concerning grants of stock options made during the fiscal year
ended January 31, 1997 to the Named Executive Officer.
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C>
Individual Option Grants in Fiscal Year
% of Total
Options
Granted to Exercise
Number Employees Price
of Options in Fiscal Per Expiration
Name Granted 1997 Share(1) Date
Stanley H. Streicher 1,000,000 100% $6.00 12/11/06
(continued)
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
For Option Term(2)
5% 10%
Stanley H. Streicher $3,773,368 $9,562,455
</TABLE>
________________
(1) All options were granted at exercise prices equal to the
initial offering price of the Common Stock upon the
effectiveness of the Company's initial public offering.
(2) The dollar amounts set forth in these columns are the
result of calculations at the five percent and ten percent
rates set by the Securities and Exchange Commission, and
therefore are not intended to forecast possible future
appreciation, if any, of the market price of the Common
Stock.
STOCK OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth certain information
concerning option exercises in fiscal year ending January 31,
1997, the number of options held by the Named Executive Officer
as of January 31, 1997 and the value (based on the fair market
value of a share of stock at fiscal year-end) of in-the-money
options outstanding as of such date.
[CAPTION]
<TABLE>
<S> <C> <C>
Number of
Shares
Acquired Value
on Exercise Realized
Stanley H. Streicher 0 --
(continued)
Value of Unexercised
Number of Unexercised In-the-
Options at Money Options at
January 31, 1997 January 31, 1997(1)
Exercis- Unexer- Exercis- Unexer-
able cisable able cisable
Stanley H.
Streicher 0 1,000,000 -- $2,625,000
</TABLE>
_______________
(1) The closing sale price for the Company's Common Stock as
reported on the Nasdaq SmallCap Market on January 31, 1997
was $8.625. Value is calculated by multiplying (a) the
difference between $8.625 and the option exercise price by
(b) the number of shares of Common Stock underlying the
option.
EMPLOYMENT CONTRACTS
The Company entered into an employment agreement with
Stanley H. Streicher effective December 11, 1996, pursuant to
which Mr. Streicher serves as President and Chief Executive
Officer of the Company. The term of the agreement is five years.
The term of agreement will automatically renew for two successive
two-year terms, unless notice of termination is given prior to a
renewal period. The agreement provides that Mr. Streicher shall
receive an initial annual base salary of $275,000 which shall be
increased to reflect the change of the cost of living, based upon
the change, from the preceding January 1, in the consumer price
index for All Urban Consumers, as published by the U.S. Bureau of
Labor Statistics. In addition to salary, Mr. Streicher will be
eligible to participate in a bonus pool which will provide him
additional compensation of up to 10% of the Company's pre-tax
earnings.
The agreement provides that if Mr. Streicher's employment
is terminated as a result of his death or disability, he or his
estate will receive for a period of six months his base salary in
effect as of the date of termination and a prorated amount of any
bonuses. The agreement also provides that in the event Mr.
Streicher's employment is terminated "without cause" or for "good
reason," Mr. Streicher will receive, in addition to any salary,
bonus and other compensation accrued through the date of
termination, a lump sum equal to the greater of the full amount
of salary, bonuses and other compensation due under the agreement
for the remainder of the term and three times the then-existing
salary and most recent annual bonus. The agreement further
provides that Mr. Streicher will not compete with the Company (i)
while employed by the Company, and (ii) for a period of two years
following termination of employment. In the event that his
employment is terminated without cause, as a result of his death
or disability, or upon a change of control (as defined in the
employment agreement), all options to purchase Common Stock held
by Mr. Streicher shall become immediately exercisable. The
Company may terminate the agreement for "justifiable cause" which
as defined therein means Mr. Streicher's conviction of a felony
involving moral turpitude, fraud, dishonesty, or any crime in
connection with his employment which causes the Company
substantial detriment; continual gross neglect of his duties;
unauthorized dissemination or use of confidential information of
the Company; or engaging in competition with the Company during
the term of the agreement. Pursuant to the agreement, the Company
is obligated to pay all legal expenses associated with any legal
proceedings concerning the interpretation of the agreement.
The agreement further provides Mr. Streicher with stock
options that will enable him to acquire up to an aggregate of
1,000,000 shares of Common Stock at an exercise price equal to
the initial offering price of the Company following the closing
of this Offering. The exercise of the stock options is contingent
upon the Company achieving either a specified earnings per share
level or a specified stock price level (the "performance
threshold"), for the corresponding fiscal year-end. Commencing
with fiscal year-ended January 31, 1998 and at each of the four
fiscal year ends thereafter, 200,000 of such options will become
exercisable if the Company achieves earnings per share of $.36,
$.43, $.52, $.62 and $.74 for the fiscal years ended January 31,
1998, 1999, 2000, 2001 and 2002, respectively, (or cumulative
earnings per share after fiscal 1998 of $.66, $1.09, $1.61, $2.23
and $2.97, respectively,) or the closing bid price of the
Company's Common Stock on any 20 consecutive trading days during
such fiscal year is $7.25, $8.75, $10.50, $12.50 and $15.00,
respectively, or the Company has cumulative net income of $2
million, $3 million, $4 million, $5 million and $6 million,
respectively. For any fiscal year after January 31, 1998 in which
the Company attains the foregoing earnings per share, stock price
or cumulative net income targets, any options eligible for
vesting in prior years which were not vested and exercisable
because the targets for such fiscal years were not achieved,
shall become exercisable. In addition, for any fiscal year in
which the Company attains the earnings per share, stock price or
cumulative net income targets applicable to a subsequent fiscal
year, all options eligible for vesting in such subsequent fiscal
year shall vest and become exercisable. If any of the Warrants
are exercised, the options shall vest and become exercisable pro
rata (based on the number of Warrants exercised) to the extent
not already vested in accordance with the foregoing. Regardless
of the Company's performance, all of the stock options granted to
Mr. Streicher shall vest and become exercisable ten years from
the date of the grant.
CERTAIN TRANSACTIONS
The Company was incorporated in October 1996. Prior to the
effective date of the Company's Registration Statement for its
initial public offering on December 11, 1996, the Company's
business was conducted through the Mobile Fueling Division of
Enterprises, which began mobile fueling operations in 1983. On
December 11, 1996, Enterprises completed a corporate
reorganization pursuant to which Enterprises transferred to the
Company all assets, liabilities and operations of its Mobile
Fueling Division. At January 31, 1997, the Company had a note
receivable from Enterprises in the amount of $319,043, which
represents tax benefits of the Company used by Enterprises, cash
advances to Enterprises and certain expenses of Enterprises paid
by the Company prior to its initial public offering. The note
receivable bears interest at 8.25% per annum and payments of
interest only are due annually until January 31, 2007, when all
accrued interest and unpaid principal will become due and
payable.
The Company leases its Fort Lauderdale, Florida
headquarters from Stanley H. Streicher pursuant to a lease
expiring on July 31, 2014 for $4,000 per month. Rent expense on
this facility totaled $51,000 and $48,000 for the fiscal years
ended January 31, 1996 and 1997, respectively. The Company also
leases its Jacksonville, Florida facilities from Mr. Streicher
pursuant to a lease expiring on August 31, 2015 for $1,000 per
month. Rent expense for this facility totaled $13,000 for the
year ended January 31, 1996 and $18,000 for the year ended
January 31, 1997.
Mr. Streicher has personally guaranteed the Company's $2.7
million bank line of credit, as well as notes payable by the
Company in the amounts of $470,737 and $41,177. To the extent
that the Company reduces the Company's bank debt, Mr. Streicher
will be relieved of his personal guaranty of such indebtedness.
Pursuant to the employment agreement entered into between the
Company and Mr. Streicher, the Company will use its best efforts
to remove and cause to be terminated all guarantees provided by
Mr. Streicher. Until such time as the Company is able to have Mr.
Streicher's guarantees terminated, the Company will compensate
Mr. Streicher two percent per annum of the outstanding balance,
payable quarterly, for providing such guarantees.
Mr. Golden performed legal services for the Company during
the fiscal year ended January 31, 1997 and may be retained to
provide legal advice to the Company from time to time in the
future.
Argent served as the Company's underwriters in its initial
public offering. In connection with the offering, Argent was
granted an option to purchase up to 100,000 shares of Common
Stock at a price of $9.30 per share and 100,000 Warrants at a
price of $.19375 per Warrant. Each Warrant shall entitle Argent
to purchase one share of Common Stock at $9.30 per share. Agent's
option is exercisable for a period of four years, commencing
December 11, 1997.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's directors and executive
officers, and persons who own more than 10 percent of the
Company's Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports
of changes in ownership of Common Stock. Officers, directors and
greater than 10 percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and
representations that no other reports were required, during the
fiscal year ending January 31, 1997 all of the Section 16(a)
filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with,
except that Form 3s (Initial Statement of Beneficial Ownership of
Securities) for Timothy Koshollek, L. Phillips Reames, John
O'Neil, Jr., Joseph M. Murphy and E. Scott Golden were not filed
on a timely basis.
APPROVAL OF THE COMPANY'S STOCK OPTION PLAN
(Proposal No. 2)
The Company adopted the Stock Option Plan in October 1996.
In April 1997, the Board of Directors approved an amendment to
the Stock Option Plan increasing from 100,000 to 250,000 the
number of shares reserved for issuance upon exercise of stock
options granted under the Stock Option Plan. The material
features of the Stock Option Plan, as amended by the amendment
described above, are discussed below, but the description is
subject to, and is qualified in its entirety by, the full text of
the Stock Option Plan, as amended, which is attached hereto as
Exhibit A.
GENERAL TERMS AND CONDITIONS
The purpose of the Stock Option Plan is to advance the
interest of the Company by providing additional incentives to
attract and retain qualified and competent persons who are key to
the Company, including key employees, officers (whether or not
employees), directors and consultants and upon whose efforts and
judgment the success of the Company is largely dependent, through
the encouragement of stock ownership in the Company by such
persons. In furtherance of this purpose, the Stock Option Plan
authorizes (a) the granting of incentive or non-statutory stock
options to purchase Common Stock to key employees, directors and
officers (whether or not employees) and consultants to the
Company satisfying the description above, (b) the provision of
loans for the purpose of financing the exercise of options and
the amount of taxes payable in connection therewith, and (c) the
use of already owned Common Stock as payment of the exercise
price for options granted under the Stock Option Plan and other
forms of cashless exercises of options. A total of 250,000 shares
of Common Stock are currently reserved for issuance under the
Stock Option Plan. As of May 1, 1997, the Company has granted
48,000 options to purchase shares of Common Stock under the Stock
Option Plan.
The Stock Option Plan is administered by a committee (the
"Committee"), consisting of two or more directors designated by
the Board of Directors or, in the absence of such a Committee,
the entire Board of Directors. The Committee has the power to
determine the terms of options granted to employees, directors
and officers (whether or not employees), including the exercise
price, the number of shares subject to the option and the
exercisability thereof. Each option is exercisable after the
period or periods specified in the option agreement, but no
option may be exercisable after the expiration of ten years from
the date of grant. In general, options granted under the Stock
Option Plan are not transferable other than by will or by the
laws of descent and distribution and each option shall be
exercisable during the optionee's lifetime only by the optionee.
The Stock Option Plan also authorizes the Company to make loans
to optionees to enable them to exercise their options. Such loans
must (i) provide for recourse to the optionee, (ii) bear interest
at a rate no less than the rate of interest payable by the
Company to its principal lender, and (iii) be collateralized by
the pledge of shares of Common Stock that the optionee purchased
upon exercise of such option. Unless terminated sooner, the Stock
Option Plan will terminate ten years from its effective date.
Subject to the provisions in any separate employment
agreement with an optionee, the unexercised portion of any option
granted to an employee under the Stock Option Plan shall
automatically be terminated (a) three months after the date on
which the optionee's employment is terminated for any reason
other than (i) Cause (as defined in the Stock Option Plan), (ii)
mental or physical disability, or (iii) death; (b) immediately
upon the termination of the optionee's employment for Cause; (c)
one year after the date on which the optionee's employment is
terminated by reason of mental or physical disability; or (d) (i)
one year after the date on which the optionee's employment is
terminated by reason of the death of the employee, or (ii) three
months after the date on which the optionee shall die if such
death shall occur during the one year period following the
termination of the optionee's employment by reason of mental or
physical disability.
To prevent dilution of the rights of a holder of an option,
the Stock Option Plan provides for adjustment of the number of
shares for which options may be granted, the number of shares
subject to outstanding options and the exercise price of
outstanding options in the event of stock dividend or
recapitalization resulting in a stock split-up, combination or
exchange of shares. Provisions governing the effect upon options
of a merger, consolidation or other reorganization of the Company
are also included in the Stock Option Plan.
FEDERAL INCOME TAX EFFECTS
The Stock Option Plan is not qualified under the provisions
of Section 401(a) of the Code, nor is it subject to any of the
provisions of the Employee Retirement Income Security Act of
1974, as amended.
Nonqualified Stock Options. On exercise of a nonqualified
stock option granted under the Stock Option Plan, an optionee
(other than an officer or director of the Company) will recognize
ordinary income equal to the excess, if any, of the fair market
value on the date of exercise of the option of the shares of
Common Stock acquired on exercise over the exercise price. That
income will be subject to the withholding of Federal income tax.
The optionee's tax basis in those shares will be equal to their
fair market value on the date of exercise of the option, and his
holding period for those shares will begin on that date.
If an optionee pays for shares of Common Stock on exercise
of an option by delivering shares of the Company's Common Stock,
the optionee will not recognize gain or loss on the shares
delivered, even if their fair market value at the time of
exercise differs from the optionee's tax basis in them. The
optionee, however, otherwise will be taxed on the exercise of the
option in the manner described above as if he had paid the
exercise price in cash. If a separate identifiable stock
certificate is issued for that number of shares equal to the
number of shares delivered on exercise of the option, the
optionee's tax basis in the shares represented by that
certificate will be equal to his tax basis in the shares
delivered, and his holding period for those shares will include
his holding period for the shares delivered. The optionee's tax
basis and holding period for the additional shares received on
exercise of the option will be the same as if the optionee had
exercised the option solely in exchange for cash.
The Company will be entitled to a deduction for Federal
income tax purposes equal to the amount of ordinary income
taxable to the optionee, provided that amount constitutes an
ordinary and necessary business expense for the Company and is
reasonable in amount, and either the employee includes that
amount in income or the Company timely satisfies its reporting
requirements with respect to that amount.
Incentive Stock Options. The Stock Option Plan provides for
the grant of stock options that qualify as "incentive stock
options" as defined in section 422 of the Code to employees of
the Company or its subsidiaries. Under the Code, an optionee
generally is not subject to tax upon the grant or exercise of an
incentive stock option. In addition, if the optionee holds a
share received on exercise of an incentive stock option for at
least two years from the date the option was granted and at least
one year from the date the option was exercised (the "Required
Holding Period"), the difference, if any, between the amount
realized on a sale or other taxable disposition of that share and
the holder's tax basis in that share will be long-term capital
gain or loss.
If, however, an optionee disposes of a share acquired on
exercise of an incentive stock option before the end of the
Required Holding Period (a "Disqualifying Disposition"), the
optionee generally will recognize ordinary income in the year of
the Disqualifying Disposition equal to the excess, if any, of the
fair market value of the share on the date the incentive stock
option was exercised over the exercise price. If, however, the
Disqualifying Disposition is a sale or exchange on which a loss,
if realized, would be recognized for Federal income tax purposes,
and if the sales proceeds are less than the fair market value of
the share on the date of exercise of the option, the amount of
ordinary income the optionee recognizes will not exceed the gain,
if any, realized on the sale. If the amount realized on a
Disqualifying Disposition exceeds the fair market value of the
share on the date of exercise of the option, that excess will be
short-term or long-term capital gain, depending on whether the
holding period for the share exceeds one year.
An optionee who exercises an incentive stock option by
delivering shares of Common Stock acquired previously pursuant to
the exercise of an incentive stock option before the expiration
of the Required Holding Period for those shares is treated as
making a Disqualifying Disposition of those shares. This rule
prevents "pyramiding" the exercise of an incentive stock option
(that is, exercising an incentive stock option for one share and
using that share, and others so acquired, to exercise successive
incentive stock options) without the imposition of current income
tax.
For purposes of the alternative minimum tax, the amount by
which the fair market value of a share of Common Stock acquired
on exercise of an incentive stock option exceeds the exercise
price of that option generally will be an item of adjustment
included in the optionee's alternative minimum taxable income for
the year in which the option is exercised. If, however, there is
a Disqualifying Disposition of the share in the year in which the
option is exercised, there will be no item of adjustment with
respect to that share. If there is a Disqualifying Disposition in
a later year, no income with respect to the Disqualifying
Disposition is included in the optionee's alternative minimum
taxable income for that year. In computing alternative minimum
taxable income, the tax basis of a share acquired on exercise of
an incentive stock option is increased by the amount of the item
of adjustment taken into account with respect to that share for
alternative minimum tax purposes in the year the option is
exercised.
Importance of Consulting Tax Adviser. The information set
forth above is a summary only and does not purport to be
complete. In addition, the information is based upon current
federal income tax rules and therefore is subject to change when
those rules change. Moreover, because the tax consequences to any
optionee may depend on his or her particular situation, each
optionee should consult his or her tax adviser as to the Federal,
state, local and other tax consequences of the grant or exercise
of an option or the disposition of Common Stock acquired on
exercise of an option.
OPTIONS GRANTED UNDER THE STOCK OPTION PLAN
As of May 1, 1997, the Company had granted options to
purchase 48,000 shares of Common Stock under the Stock Option
Plan to its non-employee directors. The options vest at a rate
of 1,000 shares per month per covered director for twelve months
commencing February 1, 1997.
The Board of Directors believes that options granted
under the Stock Option Plan will be awarded primarily to those
persons who possess a capacity to contribute significantly
to the successful performance of the Company. Because persons
to whom grants of options are to be made are to be determined
from time to time by the Compensation Committee or, in the
absence of such Compensation Committee, the entire Board of
Directors in its discretion, it is impossible at this time to
indicate the precise number, name or positions of persons who
will hereafter receive options or the number of shares for which
options will be granted.
VOTE REQUIRED AND RECOMMENDATION
The Board of Directors has approved the Stock Option Plan
and is recommending approval by the shareholders because it
believes that the Stock Option Plan is in the Company's best
interests.
The affirmative vote of a majority of the votes of Common
Stock present in person or by proxy at the Annual Meeting and
entitled to vote will be required for approval of the Stock
Option Plan as set forth hereinabove.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF
THE COMPANY'S STOCK OPTION PLAN.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountant for the year
ended January 31, 1997 was and for the fiscal year ended January
31, 1998 will be the firm of Arthur Andersen LLP. It is expected
that representatives of such firm will (i) attend the Annual
Meeting, (ii) have an opportunity to make a statement if they
desire to do so, and (iii) be available to respond to appropriate
questions.
OTHER BUSINESS
The Board knows of no other business to be brought before
the Annual Meeting. If, however, any other business should
properly come before the Annual Meeting, the persons named in the
accompanying proxy will vote proxies as in their discretion they
may deem appropriate, unless they are directed by a proxy to do
otherwise.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and
Exchange Commission, a shareholder intending to present a
proposal to be presented at the 1997 Annual Meeting of
Shareholders must deliver a proposal in writing to the Company's
principal executive offices on or before February 5, 1998.
By Order Of The Board Of Directors
Stanley H., Streicher
President and Chief Executive
Officer
Fort Lauderdale, Florida
June 5, 1997
EXHIBIT A
_________________________________
STREICHER MOBILE FUELING, INC.
STOCK OPTION PLAN
_________________________________
1. PURPOSE. The purpose of this Plan is to advance the
interests of STREICHER MOBILE FUELING, INC., a Florida
corporation (the "Company"), by providing an additional
incentive to attract and retain qualified and competent persons
who are key employees of the Company, directors and officers
(whether or not employees) and consultants to the Company and
upon whose efforts and judgment the success of the Company is
largely dependent, through the encouragement of stock ownership
in the Company by such persons.
2. DEFINITIONS. As used herein, the following terms
shall have the meaning indicated:
(a) "Board" shall mean the Board of Directors of the
Company.
(b) "Committee" shall mean the stock option committee
appointed by the Board pursuant to Section 13 hereof or, if not
appointed, the Board.
(c) "Common Stock" shall mean the Company's no par
value Common Stock.
(d) "Director" shall mean a member of the Board.
(e) "Disinterested Person" shall mean a Director who
is not, during the one year prior to his or her service as an
administrator of this Plan, or during such service, granted or
awarded equity securities pursuant to this Plan or any other plan
of the Company or any of its affiliates, except that:
(i) participation in a formula plan meeting the
conditions in paragraph (c)(2)(ii) of Rule 16b-3 promulgated
under the Securities Exchange Act shall not disqualify a Director
from being a Disinterested Person;
(ii) participation in an ongoing securities
acquisition plan meeting the conditions in paragraph (d)(2)(i) of
Rule 16b-3 promulgated under the Securities Exchange Act shall
not disqualify a Director from being a Disinterested Person; and
(iii) an election to receive an annual retainer
fee in either cash or an equivalent amount of securities, or
partly in cash and partly in securities, shall not disqualify a
Director from being a Disinterested Person.
(f) "Fair Market Value" of a Share on any date of
reference shall be the "Closing Price" (as defined below) of the
Common Stock on the business day immediately preceding such date,
unless the Committee in its sole discretion shall determine
otherwise in a fair and uniform manner. For the purpose of
determining Fair Market Value, the "Closing Price" of the Common
Stock on any business day shall be (i) if the Common Stock is
listed or admitted for trading on any United States national
securities exchange, or if actual transactions are otherwise
reported on a consolidated transaction reporting system, the last
reported sale price of Common Stock on such exchange or reporting
system, as reported in any newspaper of general circulation, (ii)
if the Common Stock is quoted on the National Association of
Securities Dealers Automated Quotations System ("NASDAQ"), or
any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing
high bid and low asked quotations for such day of Common Stock
on such system, or (iii) if neither clause (i) or (ii) is
applicable, the mean between the high bid and low asked
quotations for the Common Stock as reported by the National
Quotation Bureau, Incorporated if at least two securities dealers
have inserted both bid and asked quotations for Common Stock on
at least five of the ten preceding days.
(g) "Incentive Stock Option" shall mean an incentive
stock option as defined in Section 422 of the Internal Revenue
Code.
(h) "Internal Revenue Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time.
(i) "Non-Statutory Stock Option" shall mean an Option
which is not an Incentive Stock Option.
(j) "Officer" shall mean the Company's president,
principal financial officer, principal accounting officer and
any other person who the Company identifies as an "executive
officer" for purposes of reports or proxy materials filed by the
Company pursuant to the Securities Exchange Act.
(k) "Option" (when capitalized) shall mean any option
granted under this Plan.
(l) "Optionee" shall mean a person to whom a stock
option is granted under this Plan or any person who succeeds to
the rights of such person under this Plan by reason of the death
of such person.
(m) "Plan" shall mean this Stock Option Plan for the
Company.
(n) "Securities Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended.
(o) "Share(s)" shall mean a share or shares of the
Common Stock.
3. SHARES AND OPTIONS. The Company may grant to
Optionees from time to time Options to purchase an aggregate of
up to Two Hundred Fifty Thousand (250,000) Shares from Shares
held in the Company's treasury or from authorized and unissued
Shares. If any Option granted under the Plan shall terminate,
expire, or be canceled or surrendered as to any Shares, new
Options may thereafter be granted covering such Shares. An
Option granted hereunder shall be either an Incentive Stock
Option or a Non Statutory Stock Option as determined by the
Committee at the time of grant of such Option and shall clearly
state whether it is an Incentive Stock Option or Non-Statutory
Stock Option. All Incentive Stock Options shall be granted
within 10 years from the effective date of this Plan.
4. DOLLAR LIMITATION. Options otherwise qualifying as
Incentive Stock Options hereunder will not be treated as
Incentive Stock Options to the extent that the aggregate fair
market value (determined at the time the Option is granted) of
the Shares, with respect to which Options meeting the
requirements of Internal Revenue Code Section 422(b) are
exercisable for the first time by any individual during any
calendar year (under all plans of the Company), exceeds $100,000.
5. CONDITIONS FOR GRANT OF OPTIONS.
(a) Each Option shall be evidenced by an option
agreement that may contain any term deemed necessary or desirable
by the Committee, provided such terms are not inconsistent with
this Plan or any applicable law. Optionees shall be those
persons selected by the Committee which may include employees,
directors and officers (whether or not employees) and consultants
to the Company. Any person who files with the Committee, in a
form satisfactory to the Committee, a written waiver of
eligibility to receive any Option under this Plan shall not be
eligible to receive any Option under this Plan for the duration
of such waiver.
(b) In granting Options, the Committee may take into
consideration the contribution the person has made to the success
of the Company and such other factors as the Committee shall
determine. The Committee shall also have the authority to
consult with and receive recommendations from officers and other
personnel of the Company with regard to these matters. The
Committee may from time to time in granting Options under the
Plan prescribe such other terms and conditions concerning such
Options as it deems appropriate, including, without limitation,
(i) prescribing the date or dates on which the Option becomes
exercisable, (ii) providing that the Option rights accrue or
become exercisable in installments over a period of years, or
upon the attainment of stated goals or both, or (iii) relating an
Option to the continued employment of the Optionee for a
specified period of time, provided that such terms and conditions
are not more favorable to an Optionee than those expressly
permitted herein.
(c) The Options granted to employees under this Plan
shall be in addition to regular salaries, pension, life insurance
or other benefits related to their employment with the Company.
Neither the Plan nor any Option granted under the Plan shall
confer upon any person any right to employment or continuance
of employment by the Company.
(d) Notwithstanding any other provision of this Plan,
and in addition to any other requirements of this Plan, Options
may not be granted to a Director or Officer unless the grant of
such Options is authorized by, and all of the terms of such
Options are determined by, a Committee that is appointed in
accordance with Section 13 of this Plan and all of whose members
are Disinterested Persons.
6. OPTION PRICE. The option price per Share of any
Option shall be any price determined by the Committee but shall
not be less than the par value per Share; provided, however,
that in no event shall the option price per Share of any
Incentive Stock Option be less than the Fair Market Value
of the Shares underlying such Option on the date such Option is
granted.
7. EXERCISE OF OPTIONS. An Option shall be deemed
exercised when (i) the Company has received written notice of
such exercise in accordance with the terms of the Option, (ii)
full payment of the aggregate option price of the Shares as to
which the Option is exercised has been made, and (iii)
arrangements that are satisfactory to the Committee in its
sole discretion have been made for the Optionee's payment to
the Company of the amount that is necessary for the Company
employing the Optionee to withhold in accordance with
applicable Federal or state tax withholding requirements.
Unless further limited by the Committee in any Option, the
option price of any Shares purchased shall be paid in cash, by
certified or official bank check, by money order, with Shares or
by a combination of the above; provided further,
however, that the Committee in its sole discretion may accept a
personal check in full or partial payment of any Shares. If the
exercise price is paid in whole or in part with Shares, the value
of the Shares surrendered shall be their Fair Market Value on the
date the Option is exercised. The Company in its sole discretion
may, on an individual basis or pursuant to a general program
established by the Committee in connection with this Plan, lend
money to an Optionee to exercise all or a portion of an Option
granted hereunder. If the exercise price is paid in whole or
part with Optionee's promissory note, such note shall (i) provide
for full recourse to the maker, (ii) be collateralized by the
pledge of the Shares that the Optionee purchases upon exercise of
such Option, (iii) bear interest at a rate no less than the rate
of interest payable by the Company to its principal lender, and
(iv) contain such other terms as the Committee in its sole
discretion shall require. No Optionee shall be deemed to be a
holder of any Shares subject to an Option unless and until a
stock certificate or certificates for such Shares are issued to
such person(s) under the terms of this Plan. No adjustment shall
be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other
rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 10
hereof.
8. EXERCISABILITY OF OPTIONS. Any Option shall become
exercisable in such amounts, at such intervals and upon such
terms as the Committee shall provide in such Option, except as
otherwise provided in this Section 8.
(a) The expiration date of an Option shall be
determined by the Committee at the time of grant, but in no
event shall an Option be exercisable after the expiration of
10 years from the date of grant of the Option.
(b) Unless otherwise provided in any Option, each
outstand ing Option shall become immediately fully exercisable:
(i) if there occurs any transaction (which shall
include a series of transactions occurring within 60 days or
occurring pursuant to a plan), that has the result that
stockholders of the Company immediately before such transaction
cease to own at least 51 percent of the voting stock of the
Company or of any entity that results from the participation
of the Company in a reorganization, consolidation, merger,
liquidation or any other form of corporate transaction;
(ii) if the stockholders of the Company shall
approve a plan of merger, consolidation, reorganization,
liquidation or dissolution in which the Company does not
survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently
abandoned); or
(iii) if the stockholders of the Company shall
approve a plan for the sale, lease, exchange or other disposition
of all or substantially all the property and assets of the
Company (unless such plan is subsequently abandoned).
(c) The Committee may in its sole discretion
accelerate the date on which any Option may be exercised and may
accelerate the vesting of any Shares subject to any Option
or previously acquired by the exercise of any Option.
(d) Options granted to Officers and Directors shall
not be exercisable until the expiration of a period of at
least six months following the date of grant.
9. TERMINATION OF OPTION PERIOD WITH RESPECT TO EMPLOYEE
GRANTS.
(a) The unexercised portion of an Option granted to
an employee of the Company shall automatically and without
notice terminate and become null and void at the time of the
earliest to occur of the following:
(i) three months after the date on which the
Optionee's employment is terminated or, in the case of a Non-
Statutory Stock Option, and unless the Committee shall
otherwise determine in writing in its sole discretion, the
date on which the Optionee's employment is terminated, in
either case for any reason other than by reason of (A) Cause,
which, solely for purposes of this Plan, shall mean the
termination of the Optionee's employment by reason of the
Optionee's willful misconduct or gross negligence, (B) a mental
or physical disability as determined by a medical doctor
satisfactory to the Committee, or (C) death;
(ii) immediately upon the termination of the
Optionee's employment for Cause;
(iii) one year after the date on which the
Optionee's employment is terminated by reason of a mental
or physical disability (within the meaning of Internal Revenue
Code Section 22(e)) as determined by a medical doctor
satisfactory to the Committee; or
(iv) (A) twelve months after the date of
termination of the Optionee's employment by reason of death of
the employee, or (B) three months after the date on which the
Optionee shall die if such death shall occur during the one year
period specified in Subsection 9(a)(iii) hereof.
(b) The Committee in its sole discretion may by
giving written notice ("cancellation notice") cancel, effective
upon the date of the consummation of any corporate transaction
described in Subsections 8(b)(ii) or (iii) hereof, any Option
that remains unexercised on such date. Such cancellation
notice shall be given a reasonable period of time prior to the
proposed date of such cancellation and may be given either
before or after approval of such corporate transaction.
10. ADJUSTMENT OF SHARES.
(a) If at any time while the Plan is in effect or
unexercised Options are outstanding, there shall be any increase
or decrease in the number of issued and outstanding Shares
through the declaration of a stock dividend or through any
recapitalization resulting in a stock split-up, combination or
exchange of Shares, then and in such event:
(i) appropriate adjustment shall be made in the
maximum number of Shares available for grant under the Plan, so
that the same percentage of the Company's issued and
outstanding Shares shall continue to be subject to being so
optioned; and
(ii) appropriate adjustment shall be made in the
number of Shares and the exercise price per Share thereof then
subject to any outstanding Option, so that the same percentage of
the Company's issued and outstanding Shares shall remain subject
to purchase at the same aggregate exercise price.
(b) Subject to the specific terms of any Option, the
Committee may change the terms of Options outstanding under this
Plan, with respect to the option price or the number of Shares
subject to the Options, or both, when, in the Committee's sole
discretion, such adjustments become appropriate by reason of a
corporate transaction described in Subsections 8(b)(ii) or (iii)
hereof.
(c) Except as otherwise expressly provided herein,
the issuance by the Company of shares of its capital stock of
any class, or securities convertible into shares of capital stock
of any class, either in connection with direct sale or upon
the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with
respect to the number of or exercise price of Shares then
subject to outstanding Options granted under the Plan.
(d) Without limiting the generality of the foregoing,
the existence of outstanding Options granted under the Plan shall
not affect in any manner the right or power of the Company to
make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business;
(ii) any merger or consolidation of the Company; (iii) any issue
by the Company of debt securities, or preferred or preference
stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolu tion or liquidation of the Company;
(v) any sale, transfer or assignment of all or any part of the
assets or business of the Company; or (vi) any other corporate
act or proceeding, whether of a similar character or otherwise.
11. TRANSFERABILITY OF OPTIONS. Each Option shall provide
that such Option shall not be transferable by the Optionee other
wise than by will or the laws of descent and distribution, and
each Option shall be exercisable during the Optionee's lifetime
only by the Optionee.
12. ISSUANCE OF SHARES. As a condition of any sale or
issuance of Shares upon exercise of any Option, the Committee may
require such agreements or undertakings, if any, as the Committee
may deem necessary or advisable to assure compliance with any
such law or regulation including, but not limited to, the follow
ing:
(i) a representation and warranty by the Optionee to
the Company, at the time any Option is exercised, that he
is acquiring the Shares to be issued to him for investment and
not with a view to, or for sale in connection with, the
distribution of any such Shares; and
(ii) a representation, warranty and/or agreement to be
bound by any legends that are, in the opinion of the Committee,
necessary or appropriate to comply with the provisions of any
securities law deemed by the Committee to be applicable to the
issuance of the Shares and are endorsed upon the Share certi
ficates.
13. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee,
which shall consist of not less than two Directors, each of whom
shall be Disinterested Persons to the extent required by Section
5(d) hereof. The Committee shall have all of the powers of the
Board with respect to the Plan. Any member of the Committee
may be removed at any time, with or without cause, by resolution
of the Board and any vacancy occurring in the membership
of the Committee may be filled by appointment by the Board.
(b) The Committee, from time to time, may adopt rules
and regulations for carrying out the purposes of the Plan.
The Committee's determinations and its interpretation
and construction of any provision of the Plan shall be final and
con clusive.
(c) Any and all decisions or determinations of the
Committee shall be made either (i) by a majority vote of the
members of the Committee at a meeting or (ii) without a meeting
by the unanimous written approval of the members of the
Committee.
14. INCENTIVE OPTIONS FOR 10% STOCKHOLDERS.
Notwithstanding any other provisions of the Plan to the
contrary, an Incentive Stock Option shall not be granted to any
person owning directly or indirectly (through attribution under
Section 424(d) of the Internal Revenue Code) at the date of
grant, stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company (or of
its subsidiary [as defined in Section 424 of the Internal
Revenue Code] at the date of grant) unless the option price of
such Option is at least 110% of the Fair Market Value of the
Shares subject to such Option on the date the Option is
granted, and such Option by its terms is not exercisable after
the expiration of five years from the date such Option is
granted.
15. INTERPRETATION.
(a) The Plan shall be administered and interpreted so
that all Incentive Stock Options granted under the Plan will
qualify as Incentive Stock Options under section 422 of the
Internal Revenue Code. If any provision of the Plan should
be held invalid for the granting of Incentive Stock Options or
illegal for any reason, such determination shall not affect the
remaining provisions hereof, but instead the Plan shall be
construed and enforced as if such provision had never been
included in the Plan.
(b) This Plan shall be governed by the laws of the State
of Florida.
(c) Headings contained in this Plan are for
convenience only and shall in no manner be construed as part of
this Plan.
(d) Any reference to the masculine, feminine, or
neuter gender shall be a reference to such other gender as is
appropriate.
16. AMENDMENT AND DISCONTINUATION OF THE PLAN. Either the
Board or the Committee may from time to time amend the Plan or
any Option.
17. EFFECTIVE DATE AND TERMINATION DATE. The effective
date of the Plan is the date on which the Board adopts this Plan,
and the Plan shall terminate on the 10th anniversary of the
effective date.
FORM OF PROXY
STREICHER MOBILE FUELING, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY
The undersigned, a shareholder of STREICHER MOBILE FUELING,
INC., a Florida corporation (the "Company"), hereby appoints
Stanley H. Streicher and E. Scott Golden and each of them, as
proxies for the undersigned, each with full power of
substitution, and hereby authorizes them to represent and to
vote, as designated below, all of the shares of stock of the
Company held of record by the undersigned at the close of
business on May 27, 1997 at the Annual Meeting of Shareholders of
the Company to be held at Doubletree Guest Suites, 555 N.W. 62nd
Street, Fort Lauderdale, Florida, on June 30, 1997 at 10:00 a.m.,
local time, and at any adjournments thereof.
The Board of Directors unanimously recommends a vote FOR
each proposal.
1. ELECTION OF Stanley H. Streicher
DIRECTORS L. Phillips Reames
John H. O'Neil, Jr.
Joseph M. Murphy
E. Scott Golden
[ ] VOTE FOR all nominees listed above, except
authority to vote withheld from the following
nominees (if any).
[ ] AUTHORITY TO VOTE WITHHELD from all nominees.
2. Proposal to approve the Company's Stock Option Plan.
[ ] VOTE FOR [ ] VOTE AGAINST [ ] ABSTAIN
3. Upon such other matters as may properly come before
such Annual Meeting or any adjournments thereof. In their
discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any
adjournments thereof.
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 OF THE PROPOSALS.
(See reverse side)
(Continued from other side)
The undersigned hereby acknowledges receipt of (1) the
Notice of Annual Meeting for the 1997 Annual Meeting, (2) the
Proxy Statement, and (3) the 1996 Annual Report to Shareholders.
Dated: _________________, 1997
__________________________________
(Signature)
__________________________________
(Signature if held jointly)
IMPORTANT: Please sign exactly as your name appears hereon and
mail it promptly even though you now plan to attend the meeting.
When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. When shares are held
by joint tenants, both should sign. If a corporation, please
sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY USING THE
ENVELOPE PROVIDED. NO POSTAGE NECESSARY IF MAILED IN THE UNITED
STATES.
