SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant [X] Filed by party other than the registrant [_]
Check the appropriate box:
[ ] Preliminary proxy statement [X] Definitive proxy statement
[ ] Definitive additional materials [ ] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
LIFESTREAM TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
LIFESTREAM TECHNOLOGIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6j(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(45) and 0-11
[X] No fee required
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(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 statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
LIFESTREAM TECHNOLOGIES, INC.
510 CLEARWATER LOOP, SUITE 101
POST FALLS, ID 83854
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 9, 1999
TO THE STOCKHOLDERS OF LIFESTREAM TECHNOLOGIES, INC.
PLEASE TAKE NOTICE that the 1999 Annual Meeting of Stockholders of Lifestream
Technologies, Inc., a Nevada corporation (the "Company"), will be held at
Templin's Resort located at 414 East First Avenue, Post Falls, Idaho, on
December 9 at 8:30 A.M., Local Time, or at any and all adjournments thereof, for
the following purposes:
1. To elect two (2) members to the Company's Board of Directors to
hold office until the Company's 2000 Annual Meeting of
Shareholders or until their successors are duly elected and
qualified; and
2. To ratify the appointment of independent auditors; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Proxy Statement dated October 22, 1999 is attached.
The Board of Directors has fixed the close of business on October 5, 1999 as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the meeting. The financial statements of the Company for the fiscal
year ended June 30, 1999 are contained in the accompanying Transition Report on
Form 10-KSB. The Transition Report does not form any part of the material for
the solicitation of proxies. Stockholders who do not expect to be present at the
meeting are urged to complete, date, sign and return the enclosed proxy.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Christopher Maus
----------------------------------------
Christopher Maus, Chairman of the Board,
Chief Executive Officer, and President
Post Falls, Idaho
October 22, 1998
THIS IS AN IMPORTANT MEETING, AND ALL STOCKHOLDERS ARE INVITED TO
ATTEND THE MEETING IN PERSON. THOSE STOCKHOLDERS WHO ARE UNABLE TO ATTEND IN
PERSON ARE RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AT
THEIR EARLIEST CONVENIENCE. PROMPTNESS IN RETURNING THE EXECUTED PROXY CARD WILL
BE APPRECIATED. STOCKHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND
THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
<PAGE>
LIFESTREAM TECHNOLOGIES, INC.
510 Clearwater Loop, Suite 101
Post Falls, ID 83854
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Lifestream Technologies, Inc., a Nevada corporation
(the "Company"), of proxies for use at the 1999 Annual Meeting of Stockholders
("Annual Meeting") to be held at Templin's Resort located at 414 East First
Avenue, Post Falls, Idaho, on December 9, 1999, at 8:30 A.M., Local Time, or at
any and all adjournments thereof. The cost of this solicitation will be borne by
the Company. Directors, officers and employees of the Company may solicit
proxies by telephone, telegraph or personal interview. The Transition Report on
Form 10-KSB of the Company for the six months ended June 30, 1999 ("Fiscal
1999"), is being mailed together with this Proxy Statement and form of Proxy.
The date of mailing of this Proxy Statement and form of Proxy is approximately
October 29, 1999.
OUTSTANDING STOCK AND VOTING RIGHTS
In accordance with the Bylaws of the Company, the Board of Directors
has fixed the close of business on October 5, 1999, as the record date for
determining the stockholders entitled to notice of, and to vote at, the Annual
Meeting. Only stockholders of record on that date will be entitled to vote. A
stockholder who submits a proxy on the accompanying form has the power to revoke
it by notice of revocation directed to the proxy holders of the Company at any
time before it is voted. Unless authority is withheld in writing, proxies which
are properly executed will be voted for the proposals thereon. Although a
stockholder may have given a proxy, such stockholder may nevertheless attend the
meeting, revoke the proxy and vote in person. The election of the directors
nominated requires the affirmative vote of a plurality of the shares of the
Company's Common Stock voting at the Annual Meeting in person or by proxy,
unless such matter is one for which a greater vote is required by law or by the
Company's Articles of Incorporation or Bylaws.
As of October 5, 1999, the record date for determining the stockholders
of the Company entitled to vote at the Annual Meeting, approximately 14,566,161
shares of the common stock of the Company, $.001 par value ("Common Stock"),
were issued and outstanding. Each share of Common Stock entitles the holder to
one vote on all matters brought before the Annual Meeting. The quorum necessary
to conduct business at the Annual Meeting consists of a majority of the
outstanding shares of Common Stock as of the record date. Abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum and have the effect of a negative vote on the approval of the Amendment
to the Company's Certificate of Incorporation to increase the Company's
authorized Common Stock. Abstentions and broker non-votes have no effect for the
election of directors or the ratification of the Company's auditors.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT (1)
The following table sets forth certain information regarding the
Company's Common Stock beneficially owned as of October 5, 1999 by (i) each
person who is known by the Company to own beneficially or exercise voting or
dispositive control over 5% or more the Company's Common Stock on the record
date; (ii) each of the Company's Officers and Directors; and (iii) all Officers
and Directors (and nominees) as a group. A person is also deemed to be a
beneficial owner of any securities of which the person has the right to acquire
beneficial ownership within 60 days. Except as Otherwise indicated, the business
address for the persons set forth below is 510 Clearwater Loop, Suite 101, Post
Falls, Idaho 83854. As of October 5, 1999 there were 14,566,161 shares of Common
Stock of the Company outstanding.
<TABLE>
<CAPTION>
Shares Total
Name and Address Beneficially Option Beneficial Percent of
Of Beneficial Owner Owned Grants Ownership (1) Class (2)
- ------------------- ----- ------ ------------- ---------
<S> <C> <C> <C> <C>
Christopher Maus 2,633,450 200,000 2,833,450 (3) 19.45%
Michael Crane 284,194 0 284,194 (4) 1.95%
William Gridley 18,000 20,000 38,000 (5) Less than 1%
Robert Boyle 101,700 35,000 136,700 (6) Less than 1%
Brett Sweezy 95,229 25,000 120,229 (7) Less than 1%
Edward Kalin 28,800 39,350 68,150 (8) Less than 1%
Jackson Connolly 61,000 55,403 116,403 (9) Less than 1%
- ---------------------------------------------------------------------------------------------------------
Total of all Officers and Directors 3,222,373 374,753 3,597,126 24.70%
=================================== ========== ======== ========== ======
Other Beneficial Owners
- -----------------------
Timothy Mathers 1,500,750 0 1,500,750 10.30%
</TABLE>
- --------------------------
(1) Based upon information furnished to the Company by the principal security
holders or obtained from the stock transfer books of the Company. Other
than indicated in the notes, the Company has been informed that such
persons have sole voting and dispositive power with respect to their
shares.
(2) Based on 14,566,161 shares of Common Stock outstanding as of October 5,
1999.
(3) Mr. Maus is Chairman, President, Chief Executive Officer, and a Director of
the Company and Chairman of the Board of Directors of the Company. Includes
(i) 200,000 shares of Common Stock issuable upon the exercise of options
granted to Mr. Maus on April 10, 1998 and exercisable for a period of five
years thereafter at an exercise price of $1.25 per share. Includes 18,000
shares granted at 2,000 shares per month to Directors for their Board of
Director duties.
(4) Michael Crane is a director of the Company. Includes 18,000 shares granted
at 2,000 shares per month to Directors for their Board of Director duties.
2
<PAGE>
(5) Mr. Gridley is a director of the Company. Includes 18,000 shares granted at
2,000 shares per month to Directors for their Board of Director duties.
Includes 20,000 shares of stock issuable upon the exercise of options
granted to Mr. Gridley on February 1, 1996, which options are exercisable
through February 1, 2000 at an exercise price of $.20 per share. Such
options were granted Mr. Gridley upon being elected to the Board of
Directors of the Company.
(6) Mr. Boyle is a director of the Company. Includes (i) 10,000 shares of stock
issuable upon the exercise of options granted to Mr. Boyle on February 1,
1996, which options are exercisable through February 1, 2000 at an exercise
price of $.20 per share. Such options were granted Mr. Boyle upon being
elected to the Board of Directors of the Company; and (ii) 25,000 of Common
Stock issuable upon the exercise of options exercisable through July 20,
2009 at a price of $1.25 per share. Options were issued on June 20, 1999,
in exchange for services in 1998.
(7) Mr. Sweezy is the Chief Financial Officer of the Company. Includes 25,000
of Common Stock issuable upon the exercise of options exercisable through
July 20, 2009 at a price of $1.25 per share. Options were issued on June
20, 1999, in exchange for services in 1998.
(8) Mr. Kalin is Vice President - Sales. Includes 18,000 shares of common stock
purchased under employment agreement as well as 18,000 share Company match
as part of Mr. Kalin's employment agreement. Includes 20,000 shares of
Common Stock issuable upon the exercise of options exercisable through June
1, 2008 at a price of $1.25 per share also issued in conjunction with
employment agreement signed on June 1, 1998. Includes 9,900 of Common Stock
issuable upon the exercise of options exercisable through April 9, 2009 at
a price of $1.25 per share. Includes 9,450 of Common Stock issuable upon
the exercise of options exercisable through June 30, 2009 at a price of
$.98 per share, issued as a 90-day stay bonus on June 30, 1999.
(9) Mr. Connolly is Vice President - Development. Includes 20,000 shares of
Common Stock issued in exchange for services in 1996. Includes 50,000
shares of Common Stock issuable upon the exercise of options exercisable
through April 9, 2009 at a price of $1.25 per share also issued in
conjunction with employment agreement signed on 4/9/99. Includes 5,403 of
Common Stock issuable upon the exercise of options exercisable through June
30, 2009 at a price of $1.25 per share, issued as a 90-day stay bonus on
June 30, 1999.
Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act") requires the Company's directors and executive officers,
and persons who own more than ten (10%) percent of a registered class of the
Company's equity securities, to file with the Securities and Exchange Commission
(the "Commission") initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten (10%) stockholders are required by Commission
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
All current officers, directors or ten percent shareholders have filed
the reports required by Section 16 of the Exchange Act as of October 5, 1999.
ELECTION OF DIRECTORS
The Board of Directors is responsible for the overall affairs of the
Company. Two individuals have been nominated to serve as Directors for the
ensuing two years or until their successors shall have been duly elected and
qualified. Management does not contemplate that any of the nominees named in the
table will be unable, or will decline, to serve; however, if any of the nominees
are unable to serve or decline to serve, the persons named in the accompanying
proxy may vote for another person, or persons, in their discretion. The
following table sets forth certain information with respect to each nominee for
election to the Board of Directors, including their current positions with the
Company. A summary of the background and experience of each nominee is set forth
in the paragraphs following the table.
3
<PAGE>
Nominees For Election
- ---------------------
Current Position with
Name Age the Company
- ---- --- -----------
Robert Boyle 55 Secretary, Treasurer and Nominee
William Gridley 70 Nominee for Director
ROBERT BOYLE, joined LFST as the Company's Secretary and Treasurer in
June of 1999, with more than 30 years of accounting and financial experience.
Prior to joining the LFST board, Boyle served for 15 years as President of Boyle
and Stroll, CPAs specializing in taxation, business acquisitions and sales on
behalf of a wide variety of clients. Boyle's background also includes seven
years with KPMG Peat Marwick in Southern California working as an auditor and
tax manager, followed by several years as an independent consultant in the San
Francisco Bay Area.
WILLIAM GRIDLEY has been a Director of the Company since April 16,
1997. From 1993 to 1996, Mr. Gridley served as president and chief executive
officer of Hymedix, Inc., a polymer chemicals company. Since 1997, Mr.
Gridley has also served as the chairman of the board of directors of Hymedix,
Inc.
Upon being elected to the Board of Directors, individual directors
will receive 2,000 shares per month or an aggregate of 24,000 shares of the
Company's Common Stock as compensation for their services as directors. Officers
of the Company appointed by the Board of Directors receive the same number of
shares as compensation in addition to any other compensation set forth herein.
See "Executive Compensation."
THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES FOR
DIRECTORS SET FORTH ABOVE.
MANAGEMENT
The directors and executive officers of the Company are:
NAME AGE TITLE
- ---- --- -----
Christopher Maus 46 Chief Executive Officer, President
and Chairman
Robert Boyle 54 Director, Secretary and Treasurer
Michael Crane 43 Director
William Gridley 70 Director
Brett Sweezy 34 Chief Financial Officer
Edward Kalin 51 V.P. Sales
Jackson Connolly 50 V.P. of Operations
CHRISTOPHER MAUS has been Chief Executive Officer, President and a Director of
the Company since its reorganization in February of 1994, except for a brief
period in 1999 in which Mr. Maus served only as Chairman of the Board. From 1989
to 1994, Mr. Maus was a partner in the Lifestream Development Partnership
engaged in product research and development and various pre-marketing and
pre-production actions necessary to establish the basis for the Cholestron
device.
4
<PAGE>
MICHAEL CRANE has been a Director of the Company since June 1998. Since 1993,
Mr. Crane has served as Chairman of the Board of Directors of Lochnau, Inc., a
private investment company.
BRETT SWEEZY has been Chief Financial Officer since June 1999. From 1996 to
1999, Mr. Sweezy served as chief financial officer and treasurer of Secured
Interactive Technologies, Inc. Mr. Sweezy has been President of a North Idaho
public accounting firm since 1995.
EDWARD KALIN has been Vice President of Sales since June 1998. Previously, Mr.
Kalin served for three years as regional sales manager/special markets for
Colgate Oral Pharmaceuticals.
JACKSON CONNOLLY has been Vice President of Operations since January 1998, from
January 1997 to December 1997, Mr. Connolly served as director of operations.
Prior to 1997 Mr. Connolly was Senior Sales Engineer at Advanced Input Devices.
There is no family relationship between any of the officers and directors.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established two standing committees: an Audit
Committee and a Compensation Committee.
AUDIT COMMITTEE: The Audit Committee consists of three directors who are not
employees of the Company. Currently Robert Boyle and William Gridley serve as
members of the Audit Committee. The Audit Committee met three times during the
period beginning June 18, 1998 and ending July 20, 1999. The functions of the
Audit Committee are to recommend to the Board of Directors the appointment of
independent auditors, to review the plan and scope of any audit of the Company's
financial statements and to review the Company's significant accounting policies
and other related matters.
COMPENSATION COMMITTEE: The Compensation Committee currently consists of two
directors who are not employees of the Company. Michael Crane and William
Gridley serve as members of the Compensation Committee. The Compensation
Committee met six times during the period beginning June 18, 1998 and ending
July 20, 1999. The functions of the Compensation Committee are to make
recommendations to the Board of Directors regarding the compensation of
executive officers and to administer the Company's Equity Incentive Plan and
Stock Option Plan for Non-Employee Directors. It also makes recommendations to
the Board of Directors with respect to the compensation of the Chairman of the
Board of Directors and the Chief Executive Officer and approves the compensation
paid to other senior executives.
During the period beginning June 18, 1998 and ending July 20, 1999 the Board met
a total of fifteen times. Each incumbent director attended more than 90% of the
meetings of the Board of Directors.
5
<PAGE>
EXECUTIVE COMPENSATION
Below is the aggregate annual remuneration of each of the highest paid
persons who are officers or directors of the Company during the Company's last
three calendar years ending on December 31, 1999, 1998, and 1997 and the
Company's fiscal year ending on June 30, 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
- ------------------------------------------------------------------------------------------------------------------------------------
Awards Payouts
--------------------------------------------------
Securities
Other Restricted Underlying All
Name and Annual Stock Options LTIP Other
Principal Position Year Salary Bonus Compensation Awards /SARs Payouts Compensation
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Christopher Maus 1999 $120,000 $69,455(3) $0 -0- -0- -0- -0-
Chairman, Chief Executive 1998 $77,900(1) $100,000(1) $0 -0- 400,000(4) -0- 18,000(5)
Officer, President and Director 1997 $100,000(2) $0 $0 -0- -0- -0- -0-
Gerald Tschikof 1999 $37,500(6) $0 $0 10,000(6) 40,000(6) -0- 6,000(5)
1998 $50,000(7) $0 $0 20,000(9) -0- -0- 8,000(5)
Edward Kalin 1999 $105,000 $0 $0 -0- 19,350 -0- -0-
Vice President 1998 $61,300(8) $0 $0 18,000(9) 20,000 -0- -0-
</TABLE>
- ----------------------
(1) In March 1996, the Company executed an employment contract with Mr. Maus.
As such Mr. Maus was entitled to a salary of $100,000 per year.
Additionally, in connection with a 1994 agreement, the Company paid Mr.
Maus a $100,000 bonus in July 1998 for successful completion of the private
placement stock offering completed in May 1998.
(2) Mr. Maus was entitled to a salary of $100,000 per year. Mr. Maus elected to
waive the salary for 1997 (expense was recorded with an offset to
contributed capital.)
(3) Mr. Maus received a Bonus of $69,455 on June 30, 1999 which offset his
Promissory Note Receivable owed to the Company.
(4) Includes (i) 200,000 shares of Common Stock issuable upon the exercise of
options granted to Mr. Maus on April 10, 1998 and exercisable for a period
of five years thereafter at an exercise price of $1.25 per share. Includes
(i) 100,000 shares of Common Stock issuable upon the exercise of options
granted to Mr. Maus on April 10, 1998 which options are exercisable based
upon the successful launch of Cholestron at an exercise price of $3.00 per
share any time prior to April 10, 2006; and (ii) 100,000 shares of Common
Stock issuable upon the exercise of options granted to Mr. Maus on April
10, 1998 which options are exercisable upon the Company achieving
$1,000,000 in net profits at an exercise price of $5.00 per share any time
prior to April 10, 2006.
(5) Shares issued for Board of Director Services
(6) Actual cash compensation paid to March 31, 1999. Mr. Tschikof resigned
effective March 31, 1999 as the Company's President, Chief Executive
Officer and Director. Included as part of Mr. Tschikof's severance package
was a stock grant of 10,000 shares of common stock and 40,000 shares of
common stock issuable upon the exercise of options granted on April 9, 1999
and exercisable until April 9, 2004 at a price of $1.25.
(7) Actual cash compensation was based on a start date of September 1, 1998.
(8) Actual cash compensation was based on a start date of June 1, 1998.
(9) Matching shares from employment agreements
EMPLOYMENT AGREEMENTS
On April 9, 1999, the Company executed employment agreements with
substantially all of its employees. The employment agreements contain terms,
which specify a reduced salary for a 90 day period and grant the employees
options to purchase 92,600 shares of the Company's common stock at a per share
price of $1.25. At conclusion of this 90 day period, employees who remain in the
employment of the Company will receive a cash bonus based on a percentage of the
employee's annualized salary, totaling, in aggregate approximately $75,000. If
the Company cannot pay the bonus, then the employees would be entitled to
receive options to purchase, in aggregate, 74,000 shares of the Company's common
stock at the market price. Finally, the employment agreement contains terms,
which, at the option of the Company, permit the Company to buy back any shares
of stock acquired by the employee upon initial employment.
6
<PAGE>
As of July 1, 1999, all employees were returned to their regular salary
amounts following a 90 day reduced salary period. Because the Company was unable
to pay 90-day stay bonus, the employees were issued stock option agreements to
purchase, in aggregate, 74,000 shares of the Company's common stock at the
market price.
OPTION EXERCISES AND HOLDINGS
Stock Option Plan:
- ------------------
Lifestream Technologies, Inc.
1993 Stock Option Plan
The Company has reserved 600,000 shares of its Common Stock for issuance upon
the exercise of options to be granted or available for grant under an Incentive
Stock Option Plan ("ISOP".) Options granted under the ISOP fall within the
meaning and conform to Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code".) Under the terms of the ISOP, all officers, employees,
consultants, and advisors of the Company will be eligible for ISOs. The Board of
Directors will determine in its discretion which persons will receive ISOs, the
applicable vesting provisions, the exercise term thereof. The terms and
conditions of each option grant may differ and will be set forth in the
optionee's individual incentive stock option agreement. As of October 5, 1999,
the Company has currently not issued any shares under the ISOP.
Lifestream Technologies, Inc.
1998 Stock Option Plan
Under the 1998 Plan, the Company has reserved 2,000,000 shares of Common Stock
for issuance pursuant to options or stock appreciation rights granted under the
1998 Plan. The 1998 Plan will be administered by either the Board of Directors,
or a committee of the Board of Directors, of the Company, including, without
limitation, the selection of the persons who will be granted Options under the
1998 Plan, the type of Options to be granted, the number of shares and the
Option price. The terms and conditions of each option grant may differ and will
be set forth in the optionee's individual incentive stock option agreement.
Officers, directors, key employees and consultants of the Company and its
subsidiaries are eligible to receive Non Qualified Stock Options under the 1998
Plan. Only officers, directors and employees of the Company who are employed by
the Company or by any subsidiary thereof are eligible to receive Incentive Stock
Options.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Number of Securities Percent of Total
Underlying Option/SARs Granted
Option/SARs Granted to Employees in
(#) Fiscal Year Exercise of Base
Name Price ($/Share) Expiration Date
- ------------------------- ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C>
Gerald Tschikof 40,000 8.94% $1.25 4/09/04
Edward Kalin 19,350 4.30% $1.25 6/30/99
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY/End Option/SAR Values
Number of Securities
Underlying Market Value of
Option/SARs at FY Option/SARs at FY
Shares Acquired on Value End (#) Exercisable/ End (#) Exercisable/
Name Exercise(#) Realized Unexercisable Unexercisable
($)
- ------------------------- ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Christopher Maus -0- $0 200,000/200,000 $187,500/$187,500
Gerald Tschikof -0- $0 40,000/0 $37,500/0
Edward Kalin -0- $0 39,350/0 $36,890/0
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Christopher Maus, Chairman of the Board of Directors and a Director of the
Company received cash advances from the Company which were formalized into a
promissory note executed in favor of the Company by Mr. Maus on December 31,
1995. The note matures upon demand by the Company and bears interest at 8% per
annum. On June 30, 1999, the Company authorized a bonus to Mr. Maus of $69,455
which was offset against the outstanding promissory note. The outstanding
balance of the promissory note was $25,531, $97,090 and $79,104 at June 30,
1999, December 31, 1998 and 1997, respectively.
During 1999 and 1998, the Company advanced funds totaling $32,035 and $91,282 to
Secured Interactive. Advances under the note accrue interest at a rate of 8% and
have no stated maturity date. Interest accrued on the note totaled $76,005 and
$2,334 at June 30, 1999 and December 31, 1998. The Company also paid certain
direct expenses and shared certain facilities and resources with Secured
Interactive. As of June 30, 1999 and December 31, 1998, $416,372 and $289,416
was owed by Secured Interactive to the Company as the agreed-upon estimate of
the fair value of the benefits received.
The Company and Messrs. Maus, Boyle, Crane, Connolly, and Sweezy are
shareholders of Secured Interactive. On September 1, 1999 the Company completed
the acquisition of Secured Interactive by effectuating a merger whereby the
stockholders of Secured Interactive received one share of the Company's common
stock for each share of Secured Interactive common stock owned by such
stockholder. The Company issued a total of 1,944,000 shares of common stock to
the stockholders of Secured Interactive.
APPOINTMENT OF THE COMPANY'S AUDITORS
The Board of Directors has approved and recommends the appointment of
BDO Seidman LLP as independent auditors of the Company for the fiscal year ended
June 30, 2000. Although the Board of Directors of the Company is submitting the
appointment of BDO Seidman LLP for stockholder approval, it reserves the right
to change the selection of BDO Seidman LLP as auditors, at any time during the
fiscal year, if it deems such change to be in the best interest of the Company,
even after stockholder approval. Representatives of BDO Seidman LLP are expected
to be present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" THE RATIFICATION OF BDO SEIDMAN LLP
AS INDEPENDENT AUDITORS FOR THE COMPANY
FOR THE FISCAL YEAR ENDING JUNE 30, 2000.
8
<PAGE>
INTEREST OF CERTAIN PERSONS IN
OPPOSITION TO MATTERS TO BE ACTED UPON
The Company is not aware of any substantial interest, direct or
indirect, by securities holdings or otherwise of any officer, director, or
associate of the foregoing persons in any matter to be acted on, as described
herein, other than elections to offices.
OTHER MATTERS
Management is not aware of any other business which may come before the
meeting. However, if additional matters properly come before the meeting,
proxies will be voted at the discretion of the proxy holders.
STOCKHOLDERS' PROPOSALS TO BE PRESENTED AT THE
COMPANY'S NEXT ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals intended to be presented at the 2000 Annual
Meeting of Stockholders of the Company must be received by the Company, at its
principal executive offices not later than June 30, 2000 for inclusion in the
Proxy Statement and Proxy relating to the 2000 Annual Meeting of Stockholders.
AVAILABILITY OF FORM 10-KSB TRANSITION REPORT
A copy of the Company's Transition Report on Form 10-KSB for the six
months ended June 30, 1999, has been included in this Proxy Statement, but is
exclusive of certain exhibits filed therewith, including related exhibits as
filed with the Securities and Exchange Commission. These exhibits are available
without charge to stockholders upon request to Christopher Maus, President or
Marie Hirsch, Director of stockholder relations.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Christopher Maus
---------------------------------------
Christopher Maus, Chairman of the Board
Chief Executive Officer, and President
Post Falls, Idaho October 22, 1999
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This Proxy is solicited by and on behalf of the Board of Directors
LIFESTREAM TECHNOLOGIES, INC.
Proxy - Annual Meeting of Stockholders - December 9, 1999
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The undersigned, revoking all previous proxies, hereby appoint(s) Christopher Maus as Proxy, with full power of
substitution, to represent and to vote all Common Stock of Lifestream Technologies, Inc. owned by the undersigned at
the Annual Meeting of Stockholders to be held at Templin's Resort located at 414 East First Avenue, Post Falls,
Idaho, on December 9, 1999 at 8:30 A.M., including any original or subsequent adjournment thereof, with respect to
the proposals set forth in the Notice of Annual Meeting and Proxy Statement. No business other than matters
described below is expected to come before the meeting, but should any other matter requiring a vote of stockholders
arise, the person named herein will vote thereon in accordance with his best judgment. All powers may be exercised
by said Proxy. Receipt of the notice of Annual Meeting and Proxy Statement is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
1. Election of Directors
Nominees: Robert Boyle William Gridley
(Instructions: To withhold authtority to vote for any individual nominee please draw a line through that
nominee's name)
[ ] WITHOLDING AUTHORITY to vote for all nominees listed above
2. To ratify the appointment of independent auditors
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The shares represented by this proxy will be voted as directed. IF NO SPECIFIC DIRECTION IS GIVEN, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED IN PROPOSAL 1 AND FOR PROPOSAL 2.
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The undersigned stockholder hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and
hereby revokes any proxy or proxies heretofore given. This proxy may be revoked at any time prior to the Annual
Meeting. If you received more than one proxy card, please date, sign an return all cards in the accompanying
envelope.
Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation,
please sign in the corporate name by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated: ____________________________________________, 1999
_______________________________________________________
Signature
_______________________________________________________
Signature if held jointly
_______________________________________________________
(Please print name)
_______________________________________________________
(Number of shares subject to proxy)
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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