<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
NEW DIRECTIONS MANUFACTURING, INC.
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
Per unit prices or other underlying value of transaction computed pursuant
to Exchange Act Rule O-11 (Set for the amount on which the filing fee is
calculated and state how it was determined):
-------------------------------------------------------------------------
Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
Total fee paid:
-------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
rule O-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.
-------------------------------------------------------------------------
Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
Filing Party:
-------------------------------------------------------------------------
Date Filed:
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Notes:
<PAGE> 2
NEW DIRECTIONS MANUFACTURING, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 8, 1999
TO ALL STOCKHOLDERS OF NEW DIRECTIONS MANUFACTURING, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of New
Directions Manufacturing, Inc., a Nevada corporation, will be held at the
principal office of the Company, 2940 West Willetta Street, Phoenix, Arizona
85009-3518, on Friday, October 8, 1999 at 10:00 a.m., Arizona time, for the
following purposes:
1. To elect four Directors for the term of one year and until their
successors are duly elected and qualified;
2. To ratify the appointment of Evers & Company, Ltd., as the Company's
independent public accountants for the fiscal year ending June 30, 2000;
and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only stockholders of record at the close of business on September 1, 1999,
are entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors,
/s/ Jack Horner, Jr.
-----------------------------------
Jack Horner, Jr.
Secretary
Phoenix, Arizona
September 15, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE
BOARD OF DIRECTORS OF THE COMPANY, AND RETURN IT IN THE ENCLOSED ENVELOPE.
THE PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED, AND STOCKHOLDERS
EXECUTING PROXIES MAY ATTEND THE MEETING AND VOTE IN PERSON, SHOULD THEY
SO DESIRE.
<PAGE> 3
NEW DIRECTIONS MANUFACTURING, INC.
2940 WEST WILLETTA
PHOENIX, ARIZONA 85009-3518
PROXY STATEMENT
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of New
Directions Manufacturing, Inc. (the "Company") for the Annual Meeting of
Stockholders of the Company to be held at the principal office of the
Company, 2940 West Willetta Street, Phoenix, Arizona 85009-3518, on
Friday, October 8, 1999 at 10:00 a.m., Arizona time. All proxies duly
executed and received will be voted on all matters presented at the Annual
Meeting in accordance with the instructions given by such proxies. In the
absence of specific instructions, proxies so received will be voted for
the named nominees relating to the class of Common Stock for which the
proxy relates for election to the Company's Board of Directors and for the
ratification of Evers & Company, Ltd., as the Company's independent public
accountants. The Board of Directors does not anticipate that any of its
nominees will be unavailable for election and does not know of any other
matters that may be brought before the Annual Meeting. In the event that
any other matter should come before the Annual Meeting or that any nominee
is not available for election, the persons named in the enclosed proxy
will have discretionary authority to vote all proxies not marked to the
contrary with respect to such matter in accordance with their best
judgement. The proxy may be revoked at any time before being voted. The
Company will pay the entire expense of soliciting the proxies, which
solicitation will be by use of the mails. This Proxy Statement is being
mailed to stockholders on or about September 23, 1999.
Only holders of shares of Common Stock of record at the close of
business on September 1, 1999 will be entitled to notice of and to vote at
the Annual Meeting and at all adjournments thereof. As of the close of
business on September 1, 1999, the Company had outstanding 5,052,270
shares of Common Stock.
At the Annual Meeting, the holders of Common Stock will be entitled, as
a class, to elect four Directors ("Directors"). The vote of a majority of
the shares of Common Stock represented at the Annual Meeting is required
for the election of the Directors. The vote of a majority of the shares of
common stock represented at the Annual Meeting is required for the
ratification of the appointment of Evers & Company, Ltd., as the Company's
independent public accountants.
Shares represented by proxies which are marked "abstained" or which are
marked to deny discretionary authority will only be counted for
determining the presence of a quorum. Votes withheld in connection with
the election of one or more of the nominees for Director will not be
counted as votes cast for such individuals. In addition, where brokers are
prohibited from exercising discretionary authority for beneficial owners
who have not provided voting instructions (commonly referred to as "broker
non-votes"), those shares will not be included in the vote totals.
A list of the stockholders entitled to vote at the Annual Meeting will
be available at the Company's office, 2940 West Willetta Street, Phoenix,
Arizona 85009-3518, for a period of ten days prior to the Annual Meeting
for examination by any stockholder.
Officers and Directors of the Company beneficially own approximately
45.6% of the outstanding shares of Common Stock. See "Security Ownership
of Management and Principal Stockholders." Accordingly, approval of the
aforesaid matters is virtually assured.
1
<PAGE> 4
ELECTION OF DIRECTORS
(PROPOSAL #1)
Four Directors are to be elected for the ensuing year and until their
successors are duly elected and qualified. If, at the time of election, any of
the nominees should be unavailable for election, a circumstance which is not
expected by the Company, it is intended that the proxies will be voted for such
substitute nominee as may be selected by the Company. Proxies not marked to the
contrary will be voted for the election of the following persons with respect to
Common Stock. All of the nominees are standing for re-election by the
stockholders from the current term.
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR
NOMINEES NAMED BELOW.
<TABLE>
<CAPTION>
NAME AND AGE DIRECTOR SINCE POSITION WITH THE COMPANY
- ------------ -------------- -------------------------
<S> <C> <C>
Sean F. Lee (59) 1997 President, Chief Executive Officer,
Chief Operating Officer, Chief
Financial Officer, Chairman
Jack Horner, Jr. (45) 1997 Executive Vice President, Secretary,
Director
Donald A. Metke (64) 1997 Director
Michael D. Dunn (54) 1998 Director
</TABLE>
Mr. Sean F. Lee has served as a Director of the Company since 1997. Mr.
Lee has served in management positions in the retail industry since 1963.
Recently Mr. Lee was co-founder and chairman of INFOPAK, a company that
manufactured a hand held computer and created custom software for the real
estate industry. He held the position of Chairman from inception in January 1991
until its sale in October 1996. In October 1996, Mr. Lee accepted the position
of co-founder Chairman of Soy Environmental Products, Inc., Overland, Kansas, a
manufacturer of cleaners and solvents for the retail market. He resigned from
Soy Environmental effective September 1998. Mr. Lee's retail experience includes
18 years with Montgomery Ward, starting as a trainee and ending in 1981 as
merchandise manager for the Western region. In 1982, he joined W.R. Grace as a
divisional Vice President ending in 1986 as C.E.O. of Grace Homecenters West.
Mr. Lee was C.E.O. of YellowFront Stores, Inc. from 1986 through 1988. Mr. Lee
was C.E.O. of Homebase, a $1.7 billion home improvement chain, in 1988 and 1989.
He holds a B.S. in economics from Hood College, Frederick, Maryland.
Mr. Jack Horner, Jr. has served as a Director of the Company since 1997.
Mr. Horner was a co-founder of New Directions and was instrumental in its
development from inception to over $5 million in sales annually. From 1987 to
1990, he was a manufacturer's representative covering the Southwestern United
States for three separate furniture companies. From 1985 to 1987, he owned and
operated retail furniture stores in Phoenix, Arizona and has been a central
figure in the management of New Directions since its establishment in 1989.
Mr. Donald A. Metke has served as a Director of the Company since 1997.
Mr. Metke's business background includes extensive consulting for Yucaipa
Companies of Los Angeles, California, and Smitty's Supermarkets, Phoenix,
Arizona. From 1990 to 1993, Mr. Metke served as Executive Vice President for
Almac's Supermarkets, Providence, Rhode Island, and from 1988 to 1990 he served
as Executive Vice President of Marketing for Chas. P. Young, the leader in the
financial and securities printing fields. Mr. Metke was a partner with
MultiServices of Orlando, Florida from 1983 to 1988 with involvement in sales,
and mergers and acquisitions of small and medium sized companies. He was
President of the Consumer Products Division of Petrolane from 1977 to 1983 with
responsibility for Supermarkets (Stater Brothers, 92 stores in California),
Health Services (44 hospitals in the West and Midwest), and 92 automotive
stores.
2
<PAGE> 5
Mr. Michael D. Dunn has served as a Director of the Company since May
1998. Mr. Dunn is currently and has been President of Wadco Services Inns, Inc.
since he founded it in February 1987. Previously, he was Founder, Chairman, and
C.E.O. of Westworld Community Healthcare, Inc. (WCHI-NASD) from 1982-1986. From
1968 to 1982, he served as Co-Founder and President of Advanced Health Systems,
Inc. which became a subsidiary of Petrolane, Inc. (PTO-NYSE). Mr. Dunn served as
a Director of ICH Corporation (IH-ASE) from 1996-1998; a Director of TriCare,
Inc. (TRCR-NASD) from 1985-1993 and PharmaKinetics Laboratories, Inc.
(PKLB-NASD) from 1985-1996. Mr. Dunn currently serves as a Director of Horizon
Medical, Inc. of Santa Ana, CA; LifePort, Inc. of Vancouver, WA; and is Chairman
of the Board of ARS Enterprises, Inc. of Santa Fe Springs, CA. Mr. Dunn has also
served as Director and/or consultant to a variety of other enterprises since
1968.
There is no family relationship between any of the directors or officers
of the Company.
MEETINGS OF THE BOARD OF DIRECTORS AND INFORMATION REGARDING COMMITTEES
The Board of Directors has two standing committees, an Audit Committee and
a Compensation Committee. The Company does not have a Nominating Committee.
The Audit Committee is composed of Mr. Michael D. Dunn. The duties of the
Audit Committee include recommending the engagement of independent auditors,
reviewing and considering actions of Management in matters relating to audit
functions, reviewing with independent auditors the scope and results of its
audit engagement, reviewing reports from various regulatory authorities,
reviewing the system of internal controls and procedures of the Company, and
reviewing the effectiveness of procedures intended to prevent violations of laws
and regulations. The Audit Committee held one meeting in fiscal 1999.
The Compensation Committee is comprised of Messrs. Sean F. Lee (Chairman)
and Michael D. Dunn. The duties of the Compensation Committee include
recommending to the Board of Directors remuneration to be paid to Executive
Officers of the Company, administering and monitoring compensation, and
recommending the establishment of incentive and bonus programs for executives of
the Company. The Compensation Committee held one meeting in fiscal 1999.
The Board of Directors held three meetings in fiscal 1999. All Directors
attended at least 75% of the meetings of the Board of Directors and Committees
on which they served.
EXECUTIVE COMPENSATION
GENERAL COMPENSATION DISCUSSION. All decisions regarding compensation for
the Company's Executive Officers and executive compensation programs are
reviewed, discussed, and approved by the Compensation Committee of the Board of
Directors (the "Committee") and are recommended to the Board of Directors or
stockholders for approval, as appropriate. All compensation decisions are
determined following a detailed review and assessment of external competitive
data, the individual's contributions to the Company's success, any significant
changes in role or responsibility, and internal equity of pay relationships.
SUMMARY COMPENSATION TABLE
The following table summarizes all compensation awarded to the Company
Chief Executive Officer and its Executive Vice President who were serving as
executive officers during and at the end of the last completed fiscal year ended
June 30, 1999.
3
<PAGE> 6
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION YEAR ANNUAL SALARY(1)(2)(3)
- --------------------------- ---- ----------------------
<S> <C> <C>
Donald A. Metke, President, Chief 1998 $100,833
Executive Officer, Chief Operating 1999 $110,000
Officer, Chief Financial Officer,
Director(4)
Jack Horner, Jr., Executive Vice 1998 $100,833
President, Secretary, Director 1999 $110,000
</TABLE>
- ----------
(1) No officers received or will receive any bonus or other annual
compensation other than salaries and reimbursement for expenses during
fiscal 1999. The Company does not provide any personal benefits to
officers of the Company, such as the cost of automobiles, life insurance,
and supplemental medical insurance, but will reimburse officers for such
costs. Such sums are not included herein because the specific dollar
amounts of such personal benefits cannot presently be ascertained. In
fiscal 1998 and fiscal 1999, Donald A. Metke and Jack Horner, Jr. received
$10,000 each as reimbursement for vehicle expenses, life insurance, and
health insurance. Management believes that the value of non-cash benefits
and compensation distributed to executive officers of the Company
individually or as a group during fiscal year 1999 will not exceed the
lesser of $50,000 or ten percent of such officers' individual cash
compensation or, with respect to the group, $50,000 times the number of
persons in the group or ten percent of the group's aggregate cash
compensation.
(2) No officers received or will receive any long term incentive plan (LTIP)
payouts or other payouts during fiscal 1999.
(3) No officers received or will receive any awards, including restricted
stock or securities underlying options, during fiscal 1999.
(4) Mr. Metke relinquished his position as President, Chief Executive Officer,
Chief Operating Officer, and Chief Financial Officer on August 1, 1999.
See 'Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.'
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company entered into an Employment Agreement with Donald A. Metke,
President, Chief Executive Officer, Chief Operating Officer, and Chief Financial
Officer of the Company, on December 31, 1996. Mr. Metke commenced his employment
with the Company on January 1, 1997. Pursuant to that Agreement, Mr. Metke
received a salary of $8,333.33 per month; eligibility to participate in all
employment benefit plans and arrangements relating to pensions, health and life
insurance, and other similar employee benefit plans or arrangements; and
reimbursement of expenses. Also as part of his Agreement, the Company issued to
Mr. Metke 510,000 shares of the Company's restricted common stock in
consideration of the payment of par value ($510 total) and to ensure his
long-term commitment to the Company's future success. The Employment Agreement
had a term of three years and was terminable at will by Mr. Metke or for cause
by the Company. There were no severance provisions. A covenant not to Compete is
in effect for a period of five years from January 1, 1997. Effective June 1,
1998, the Board voted to increase the salary per month to $9,166.67. On July 28,
1999, the Board of Directors approved a Separation Agreement between Mr. Metke
and the Company. It was agreed that effective August 1, 1999 the Employment
Agreement of Mr. Metke would be terminated by his resignation. He would remain a
Director of the Company, would consult to the Company through December 31, 1999
at a rate of $7,153.80 per month and at $1,250.00 per month for 48 months
effective January 1, 2000. The Company also repurchased all the shares of Mr.
Metke's stock, 461,000 shares, for $200,000.
The Company entered into an Employment Agreement with Jack Horner, Jr.,
Executive Vice President and Secretary, on December 31, 1996. Mr. Horner
commenced his employment with the Company on January 1, 1997. Pursuant to that
Agreement, Mr. Horner received a salary of $8,333.33 per month; eligibility to
participate in all employment benefit plans and arrangements relating to
pensions, health and life insurance, and other similar employee benefit plans or
arrangements; and reimbursement of expenses. Also as part of his Agreement, the
Company issued to Mr. Horner 510,000 shares of the Company's restricted common
stock in consideration of the payment of par value ($510 total) and to ensure
his long-term commitment to the Company's future success. The Employment
Agreement has a term of
4
<PAGE> 7
three years and is terminable at will by Mr. Horner or for cause by the Company.
There are no severance provisions. A covenant not to compete is in effect for a
period of five years from January 1, 1997. Effective June 1, 1998, the Board
voted to increase the salary per month to $9,166.67. On the 28th of July 1999,
the Board of Directors, in order to secure the services of Mr. Horner and to
equalize his ownership with Sean F. Lee, issued 900,000 options to Mr. Horner.
The Company entered into a Consulting Agreement with Sean F. Lee on
December 31, 1996 pursuant to which Mr. Lee will consult with the Company to
assist in its day-to-day operations, financing, and management. Mr. Lee also
serves on the Board of Directors of the Company. Pursuant to the Consulting
Agreement, Mr. Lee receives monthly compensation of $5,000 and expense
reimbursement. Mr. Lee was not an employee of the Company and, therefore, was
not eligible to participate in any employment benefit plans or arrangements
relating to pensions, health and life insurance, or other similar employee
benefit plans or arrangements. The Consulting Agreement had a term of three
years and was terminable at will by Mr. Lee or for cause by the Company. There
were no severance provisions. A covenant not to compete is in effect for a
period of five years from January 1, 1997. On the 28th of July 1999, the Board
of Directors cancelled the Consulting Agreement with Mr. Lee and replaced it
with an Employment Agreement effective August 1, 1999 through December 31, 2002.
Mr. Lee will be compensated at a monthly rate of $7,153.80 through December 31,
1999 and at $8,333.33 per month through December 31, 2002.
Mr. Michael D. Dunn, a nominee for re-election to the Company's Board of
Directors, served as a consultant to the Company during the Company's 1999
fiscal year. Mr. Dunn receives no cash compensation for his services other than
reimbursement of expenses for Board Meetings. On May 1, 1998, the Company issued
50,000 shares of restricted common stock to Mr. Dunn at $.01 per share, in
conjunction with a three-year consulting agreement which became effective in May
1998. Mr. Dunn is required to return a pro-rated portion of his stock in the
event he resigns, is not re-elected to the Board, or is terminated for cause.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL OWNERS
The following table sets forth the amount of shares of Common Stock owned
as of September 15, 1999 by each person standing for election as a Director of
the Company, by those persons known to the Company to own Beneficially 5% or
more of the outstanding shares of Common Stock of the Company, and by all
Directors and Officers of the Company as a group. With respect to any person who
beneficially owns 5% or more of the outstanding shares of Common Stock, the
address of such person is also set forth.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES OF PERCENT OF
OF BENEFICIAL OWNER COMMON STOCK OWNED(1) CLASS
------------------- --------------------- ----------
<S> <C> <C>
Sean F. Lee (2) 1,410,000 30.7%
Donald A. Metke (2) -0- -0-%
Jack Horner, Jr.(2) 735,000(3) 15.3%
Michael D. Dunn(2) 50,000 1.0%
Winthrop Trust, Ronald W. Tupper, TTEE 459,444 10.0%
P.O. Box 11587
Bainbridge Island, WA 98110
All Officers and Directors
as a group (4 persons) 2,195,000 45.6%
</TABLE>
- ----------
5
<PAGE> 8
(1) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by
such owners, have sole investment and voting power with respect to such
shares, subject to community property laws where applicable. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of Common Stock subject to options or
warrants currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of any other person.
(2) c/o Company's address: 2940 West Willetta Street, Phoenix, AZ 85009-3518
(3) Includes 225,000 options to purchase shares of common stock at $0.10 per
share currently exercisable, expiring on August 1, 2009.
CERTAIN TRANSACTIONS
The Company has entered into employment agreements with Sean F. Lee and
Jack Horner, Jr., and a consulting agreement with Donald A. Metke. See
"Executive Compensation - Employment Contracts and Termination of Employment and
Change-in-Control Arrangements."
During fiscal 1998, the Company obtained life insurance policies on
certain of its officers and directors as follows:
<TABLE>
<CAPTION>
Name Amount of Life Insurance Policy
---- -------------------------------
<S> <C>
Donald A. Metke $ 510,000
Jack Horner, Jr. $ 510,000
Sean F. Lee $ 1,410,000
</TABLE>
On July 28, 1999 the Company cancelled these life insurance policies.
There was approximately $900 cash refunded to the Company of premiums already
paid on the cancellation of these policies.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS FOR FISCAL 2000
(PROPOSAL #2)
The Company has retained, subject to stockholder ratification, Evers &
Company, Ltd., as its independent public accountants for the fiscal year ending
June 30, 2000. Evers & Company, Ltd. has been the independent accountants for
the Company for the past 2 1/2 years and has no financial interest, either
direct or indirect, in the Company. A representative of Evers & Company, Ltd. is
expected to attend the Annual Meeting and to have an opportunity to make a
statement and/or respond to appropriate questions from stockholders. If the
stockholders do not ratify the appointment of Evers & Company, Ltd. as the
Company's independent public accountants, the Board of Directors will consider
the selection of another accounting firm.
The vote of a majority of the shares of Common Stock represented at the
Annual Meeting is required for the ratification of Evers & Company, Ltd. as the
Company's independent public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF EVERS & COMPANY, LTD. AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
6
<PAGE> 9
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2000
The rules of the Securities and Exchange Commission permit stockholders of
the Company, after notice to the Company, to present proposals for stockholder
action in the Company's proxy statement where such proposals are consistent with
applicable law, pertain to matters appropriate for stockholder action, and are
not properly omitted by Company action in accordance with the proxy rules
published by the Securities and Exchange Commission. The Company's 2000 annual
meeting of stockholders is expected to be held on or about October 12, 2000, and
proxy materials in connection with that meeting are expected to be mailed on or
about September 18, 2000. Proposals of stockholders of the Company that are
intended to be presented at the Company's 2000 annual meeting must be received
by the Company no later than May 18, 2000 in order for them to be included in
the proxy statement and form of proxy relating to that meeting.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the Company's Officers and Directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, Directors and greater than ten percent stockholders are
required by regulation to furnish to the Company copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons the Company believes that
during it 1999 fiscal year, all such filing requirements applicable to its
Officers, Directors, and greater than ten percent beneficial owners were
complied with.
OTHER MATTERS
The Board of Directors of the Company does not intend to present any
business at the Annual Meeting other than the matters specifically set forth in
the Proxy Statement and knows of no other business to come before the Annual
Meeting. However, on all matters properly brought before the Annual Meeting by
the Board or by others, the persons named as proxies in the accompanying proxy
will vote in accordance with their best judgement.
It is important that your shares are represented and voted at the Annual
Meeting, whether or not you plan to attend. Accordingly, we respectfully request
that you sign, date, and mail your Proxy in the enclosed envelope as promptly as
possible.
A copy of the Company's Annual Report on Form 10-KSB for the year ended
June 30, 1999, which has been filed with the SEC pursuant to the Exchange Act,
may be obtained without charge upon written request to Sean F. Lee, President,
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, New
Directions Manufacturing, Inc., 2940 West Willetta Street, Phoenix, AZ
85009-3518, or on the Internet at www.sec.gov from the SEC's EDGAR database.
By Order of the Board of Directors
/s/ Jack Horner, Jr.
---------------------------
Jack Horner, Jr., Secretary
Phoenix, Arizona
September 21, 1999
7
<PAGE> 10
New Directions Manufacturing, Inc.
2940 West Willetta Street
Phoenix, AZ 85009-3518
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please mark your votes as [X] indicated in this example.
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C>
FOR ALL NOMINEES LISTED WITHHOLD AUTHORITY [ ]
BELOW [ ]
(except as marked to the to vote for all nominees listed
below
contrary below)
</TABLE>
(To withhold authority to vote for any individual nominee, strike a line through
the nominee's name below)
Sean F. Lee Donald A. Metke Jack Horner, Jr. Michael D. Dunn
2. Proposal to ratify the appointment of Evers & Company, Ltd. as the Company's
independent auditors for fiscal 2000.
<TABLE>
<S> <C> <C>
FOR [ ] AGAINST [ ] ABSTAIN [ ]
</TABLE>
<PAGE> 11
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES FOR DIRECTOR, "FOR"
PROPOSAL #2, AND IN THE PROXY'S DISCRETION ON ANY OTHER MATTERS TO COME BEFORE
THE MEETING.
Dated: , 1999
-----------------------------------------
-----------------------------------------------------
(SIGNATURE)
-----------------------------------------------------
(SECOND SIGNATURE)
PLEASE DATE AND SIGN ABOVE EXACTLY AS YOUR NAME APPEARS AT LEFT, INDICATING
WHERE APPROPRIATE, OFFICIAL
POSITION OR REPRESENTATIVE
CAPACITY.
