<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CVF CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
CVF CORPORATION
916 CENTER STREET
LEWISTON, NEW YORK 14092
NOTICE OF
1998 ANNUAL STOCKHOLDERS' MEETING
To the Stockholders:
Notice is hereby given that the 1998 Annual Meeting of Stockholders (the
"Meeting"), of CVF Corporation (the "Company"), will be held at the Buffalo
Marriott Hotel, 1340 Millersport Highway, Amherst, New York (immediately north
of Route I-290), at 2:00 p.m., New York time, on September 17, 1998 for the
following purposes:
1. To elect four directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected and qualified;
2. To consider and take action on a proposal to amend the Company's
Articles of Incorporation to change the Company's name from CVF
Corporation to CVF Technologies Corporation; and
3. To consider and take action upon such other matters as may properly come
before the Meeting or any adjournment thereof.
Only stockholders of record at the close of business on August 3, 1998 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Robert Nally
Treasurer and Secretary
Date: August 25, 1998
STOCKHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND RETURNING THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE> 3
AUGUST 25, 1998
CVF CORPORATION
916 CENTER STREET
LEWISTON, NEW YORK 14092
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 17, 1998
The following information is furnished in connection with the Annual
Meeting of Stockholders (the "Meeting"), of CVF Corporation (the "Company"), to
be held on September 17, 1998 at 2:00 p.m., New York time, at the Buffalo
Marriott Hotel, 1340 Millersport Highway, Amherst, New York (immediately north
of Route I-290). A copy of the Company's Annual Report to Stockholders for the
fiscal period ended December 31, 1997 has been previously sent to stockholders.
Additional copies of the Annual Report, Notice, Proxy Statement and Form of
Proxy may be obtained from the Company's Secretary, 916 Center Street, Lewiston,
New York 14092. This Proxy Statement and Form of Proxy will first be sent to
stockholders on or about August 27, 1998.
SOLICITATION AND REVOCABILITY OF PROXIES
THE ENCLOSED PROXY FOR THE MEETING IS BEING SOLICITED BY THE DIRECTORS OF
THE COMPANY. The proxy may be revoked by a stockholder at any time prior to the
exercise thereof by filing with the Secretary of the Company a written
revocation or duly executed proxy bearing a later date. The proxy may also be
revoked by a stockholder attending the Meeting, withdrawing such proxy and
voting in person. The cost of soliciting the proxies on the enclosed form will
be paid by the Company. In addition to the use of the mails, proxies may be
solicited by the directors and Company employees (who will receive no additional
compensation therefor) by means of personal interview, telephone or facsimile,
and it is anticipated that banks, brokerage houses and other institutions,
nominees or fiduciaries will be requested to forward the soliciting material to
their principals and to obtain authorization for the execution of proxies. The
Company may, upon request, reimburse banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in forwarding proxy
material to their principals.
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shares of common stock, $0.001 par value
per share, of the Company ("Shares"), entitled to vote at the Meeting has been
fixed at the close of business on August 3, 1998. On such date there were
6,756,328 Shares outstanding, entitled to one vote each.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the Shares beneficially owned, as of July
30, 1998, by each director and executive officer of the Company, and all
executive officers and directors of the Company as a group. Unless otherwise
stated, each person has sole voting and investment power with respect to the
Shares set forth in the table. Additionally, to the best of the Company's
knowledge, no person or group (as those terms are used in Section 13(d)(3) of
the Exchange Act), beneficially owned, as of July 30, 1998, more than five
percent of the Shares outstanding except as set forth in the following table.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
Jeffrey Dreben....................................... 408,524(2)(3) 6.05%
916 Center Street
Lewiston, New York 14092
Robert Glazier....................................... 0 --
916 Center Street
Lewiston, New York 14092
George Khouri........................................ 0 --
421 Field Point Road
Greenwich, Connecticut 06830
Robert Nally......................................... 408,524(2) 6.05
189 Mary Street
Waterloo, Ontario N2J 1S1
Robert Seyler........................................ 0 --
916 Center Street
Lewiston, New York 14092
Brant Investments Limited............................ 1,235,731 18.29
Global Bank Plaza
Toronto, Ontario M5J 2J5
CDS & Co............................................. 992,800 14.69
25 The Esplanade
Toronto, Ontario M5E 1W5
The Canada Trust Company............................. 610,750 9.04
c/o Prudential Insurance Co. of America
320 Bay Street, 3rd Floor
Toronto, Ontario M5H 2P6
The Depository Trust Co.............................. 1,841,264 27.25
P.O. Box 222
New York, New York 10274
Malcolm Gissing...................................... 413,782(4) 6.12
1487 Lakeshore Road East
Oakville, Ontario L6J 1L9
Mutual Life Assurance Company........................ 359,200 5.32
227 King Street South
Waterloo, Ontario N2J 4C5
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
Westinghouse Canada Pension Master Trust............. 359,200 5.32%
c/o Royal Trust Company Pension Department
Royal Trust Tower, 7th Floor
77 King Street West
Toronto, Ontario M5W 1P9
Directors and Officers as a Group (2)(3)............. 817,048 12.09
</TABLE>
- ---------------
(1) Based on the number of Shares issued and outstanding on July 30, 1998 which
was 6,756,328 Shares.
(2) A warrant (the "Warrant") for a total of 952,784 Shares is held and is
exercisable by Canadian Venture Founders Management Limited ("CVF
Management"). A portion (approximately 21.8%) of the Shares (i.e., 207,880
Shares) underlying the Warrant are attributed to each of Messrs. Dreben and
Nally because Mr. Dreben's wife and Mr. Nally's wife each owns approximately
21.8% of the beneficial interest in CVF Management. Each of Messrs. Dreben
and Nally expressly disclaims beneficial ownership in the Shares issuable
upon exercise of the Warrant.
(3) Includes 200,644 Shares owned by Mr. Dreben's wife as to all of which Mr.
Dreben disclaims beneficial ownership.
(4) Attributed to Mr. Gissing in the table are 213,138 of the Shares issuable
upon exercise of the Warrant, because of Mr. Gissing's ownership of
approximately 22.37% of the beneficial interest in CVF Management, holder of
the Warrant.
OPTIONS, WARRANTS AND RIGHTS
The following table sets forth, as of August 3, 1998, the outstanding
options and warrants issued by the Company:
<TABLE>
<CAPTION>
TITLE AND EXERCISE
NAME OF HOLDER AMOUNT OF SECURITIES PRICE DATE OF EXERCISE
-------------- -------------------- -------- ----------------
<S> <C> <C> <C>
CVF Management (1) Warrant to acquire $3.05 Exercisable upon the
952,784 Shares (2) occurrence of certain
conditions until
September 20, 2000
</TABLE>
- ---------------
(1) CVFLP's general partner. The Company acquired all of the assets of CVFLP
pursuant to an Asset Purchase Agreement dated August 20, 1995.
(2) 14.10% of the Shares outstanding as of July 30, 1998.
3
<PAGE> 6
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
In accordance with the Bylaws of the Company, the Board of Directors has by
resolution fixed the number of directors to be elected at the Meeting at four.
All four positions on the Board are to be filled by the affirmative vote of a
majority of the stockholders at the Meeting. Each person so elected shall serve
until the next Annual Meeting of Stockholders and until his successor is elected
and qualified. It is the Board's intention to expand the Board of Directors by
at least one and possibly two additional independent directors.
The directors of the Company recommend a vote FOR the nominees listed
below. All nominees are currently serving as directors of the Company and,
except for Mr. Glazier who was appointed a director in January 1998, were
elected directors at the 1997 Annual Meeting of Stockholders.
UNLESS INSTRUCTED OTHERWISE, PROXIES WILL BE VOTED FOR THE NOMINEES LISTED
BELOW. Although the directors do not contemplate that any of the nominees will
be unable to serve prior to the Meeting, if such a situation arises, the
enclosed proxy will be voted in accordance with the best judgment of the person
or persons voting the proxy.
The table below sets forth certain information regarding the nominees for
election to the Company's Board of Directors.
<TABLE>
<CAPTION>
NAME, POSITION AND PRINCIPAL OCCUPATION AND BUSINESS
TENURE WITH THE COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS(1)
----------------------- --- ---------------------------------
<S> <C> <C>
Jeffrey Dreben 53 Director, President and Chief Executive Officer of the
Director, President and Chief Company since 1995; Director, Vice President and
Executive Officer since 1995 Treasurer of CVF Management from 1989 to 1995.
Robert Glazier Director since 50 Director of the Company since 1998; President and Chief
1998 Executive Officer of Donatech Corporation (computer
software consulting company) since 1986.
Robert Nally Director and 50 Director and Consultant to the Company since 1995 and
Consultant since 1995, Treasurer and Secretary of the Company since 1997;
Treasurer and Secretary since Chairman of RDM Corporation (technologies for check
1997 processing and electronic commerce solutions) since
1995; Vice President and Secretary of CVF Management
from 1989 to 1995.
George Khouri Director and 51 Director and Special Consultant to the Company since
Special Consultant since 1997 1997; Managing Director -- Capital Markets for Nomura
Securities International Inc. from 1995 to 1997; Vice
President of Trigon Group (an investment banking
boutique) from 1992 to 1995.
</TABLE>
- ---------------
(1) Unless otherwise stated, each nominee has held the position indicated for at
least the past five years.
OTHER DIRECTORSHIPS AND TRUSTEESHIPS
No members of the Board of Directors, except Mr. Nally, serve on the Boards
of Directors or the Boards of Trustees of any other publicly-held companies. Mr.
Nally serves on the Boards of Directors of Virtek Vision International Inc. and
RDM Corporation, both of which are publicly-held Canadian corporations.
COMMITTEES AND MEETING DATA
During the year ended December 31, 1997, the full Board of Directors met on
two occasions. Each director attended all of the meetings of the Board. The
Company did not have any committees during 1997. In January 1998, the Company
formed an audit committee whose members are Messrs. Dreben and Glazier.
4
<PAGE> 7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that directors, officers and
more than 10 percent stockholders of the Company file reports with the
Securities and Exchange Commission within the first 10 days of the month
following any purchase or sale of Shares. During 1997, Messrs. Dreben and Nally
each failed to timely file a Form 4 with respect to the exercise of certain
options and Mr. Khouri failed to timely file Form 4's with respect to two
transactions involving the grant of options. In addition, in 1997 Messrs. Dreben
and Nally filed Form 3's but not within the requisite time period. Filings
pursuant to Section 16(a) are currently being updated.
EXECUTIVE OFFICERS
The following is a list of the Company's executive officers.
<TABLE>
<CAPTION>
NAME, POSITION AND PRINCIPAL OCCUPATION AND BUSINESS
TENURE WITH THE COMPANY AGE EXPERIENCE FOR PAST FIVE YEARS
----------------------- --- ---------------------------------
<S> <C> <C>
Jeffrey Dreben 53 See table under "Nominees."
President and Chief Executive Officer
since 1995
Robert Nally 50 See table under "Nominees."
Treasurer and Secretary since 1997
Robert J. Seyler 50 Chief Financial Officer of the
Chief Financial Officer since 1998 Company since 1998; Controller of
Root, Neal & Company from 1997 to
1998; Treasurer and Chief Accounting
Officer of C.H. Heist Corp. from 1973
to 1995.
</TABLE>
EXECUTIVE COMPENSATION
The following table summarizes, for the fiscal years ended December 31,
1997, 1996 and 1995, the amount of the compensation paid by the Company to its
Chief Executive Officer and all other executive officers whose cash compensation
during the year ended December 31, 1997 exceeded $100,000 (the "Named
Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND PRINCIPAL ------------------------ OTHER
POSITION YEAR SALARY BONUS COMPENSATION
------------------ ---- -------- -------- ------------
<S> <C> <C> <C> <C>
Jeffrey Dreben(1) 1997 $200,000 $500,000(2) $638,863(2)
President and Chief 1996 102,765 -- --
Executive Officer 1995 26,273(3) -- --
Robert Nally(4) 1997 $140,000 $500,000(2) $622,952(2)
Treasurer and Secretary 1996 80,543 -- --
1995(5) -- -- --
</TABLE>
- ---------------
(1) Mr. Dreben became an executive officer of the Company in 1995.
(2) Other compensation and bonuses relate primarily to stock options exercised
by Messrs. Dreben and Nally. During 1997, the Company re-purchased 601,932
of its own Shares for an aggregate consideration of $10 from a corporation
owned by officers of the Company. The Company simultaneously issued to these
officers options to purchase an equal number of Shares for $0.05 per Share.
The Company recorded no expense effect on this exchange. During 1997, the
options were exercised at a time when the quoted market price of the
Company's Shares was $3.00 per Share. On this sequence of transactions the
Company recorded a $727,163 tax benefit as an increase in additional paid in
capital. The above bonuses were provided to these officers as compensation
for the related personal tax liabilities. (The total net, after tax cash
disbursement cost to the Company for these bonuses was approximately
$250,000.) Bonuses of this nature are not expected to re-occur in the
future.
5
<PAGE> 8
(3) Paid in Canadian currency but translated in the table to U.S. currency based
on the exchange rate of Canadian $1.00 = U.S. $.7298 on July 11, 1997.
(4) Mr. Nally's salary was paid by Canadian Venture Founders Leasing Corp., a
wholly-owned subsidiary of the Company.
(5) Mr. Nally was not a paid employee of the Company in 1995.
Option Grants and Exercises. The following table gives information with
respect to the Named Officers during the year ended December 31, 1997. The
options set forth in the table were granted by the Company in exchange for the
repurchase of Shares for a nominal amount.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR MARKET PRICE
OPTIONS/SARS EMPLOYEES BASE PRICE ON DATE EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR ($/SH) OF GRANT DATE
- ----------------------------- ------- ---- ----- ------ --------
<S> <C> <C> <C> <C> <C>
Jeffrey Dreben 200,644(1) 45.2% $0.05 $6.625 2/5/2007
Robert Nally 200,644(1) 45.2 $0.05 $6.625 2/5/2007
</TABLE>
- ---------------
(1) Pursuant to a stock purchase agreement dated February 5, 1997, the Company
repurchased 601,932 Shares from CVF, Inc. for an aggregate purchase price of
$10.00. The shareholders of CVF, Inc. at that time included Messrs. Dreben
and Nally, current directors and nominees for directors of the Company, and
Mr. Gissing, a former director of the Company. Also on February 5, 1997, the
Company issued options to purchase an aggregate of 601,932 Shares for $.05
per Share to Messrs. Dreben, Nally and Gissing. The transactions of February
5, 1997 were structured to be a like-kind exchange with no effect on
earnings. On May 30, 1997, these options were exercised.
Option Exercises and Year End Values. The following table shows the value
realized by Messrs. Dreben and Nally upon the exercise of options. The options
set forth in the table were granted by the Company in exchange for the
repurchase of Shares for a nominal amount. No options were outstanding following
the exercise of such options.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED
---- ----------- --------
<S> <C> <C>
Jeffrey Dreben 200,644 $591,900
President and Chief
Executive Officer
Robert Nally 200,644 $591,900
Treasurer and Secretary
</TABLE>
Directors' Fees. The Company does not currently pay any additional fees to
the directors who are also officers of or consultants to the Company.
For the two-month period in 1997 when George Khouri was rendering
consulting services under his first consulting agreement with the Company, he
received, in addition to consulting fees of $750 per day, director fees of
$1,000 per month. Mr. Khouri became a full-time consultant to the Company in
June 1997 and is paid $10,500 per month in director and consulting fees. See
"Certain Transactions and Relationships."
Robert Glazier, appointed a director in January 1998, is entitled to
receive $750 per Board of Directors meeting attended in person and $375 per
telephonic board meeting in which he participates.
6
<PAGE> 9
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Transactions with CVF, Inc. Pursuant to a stock purchase agreement dated
February 5, 1997, the Company repurchased 601,932 Shares from CVF, Inc. for an
aggregate purchase price of $10.00. The shareholders of CVF, Inc. at that time
included Messrs. Dreben and Nally, current directors and nominees for directors
of the Company, and Mr. Gissing, a former director of the Company. Also on
February 5, 1997, the Company issued options to purchase an aggregate of 601,932
Shares for $.05 per Share to Messrs. Dreben, Nally and Gissing. The transactions
of February 5, 1997 were structured to be a like-kind exchange with no effect on
earnings. On May 30, 1997, these options were exercised.
Service Agreement with D and N Consulting Corporation. The Company entered
into a Service Agreement dated February 10, 1997 with D and N Consulting
Corporation ("D and N"), identical to its agreement the Company formerly had
with CVF, Inc., the predecessor to D and N, pursuant to which D and N would
provide a variety of administrative, managerial and clerical services to the
Company. Under the Service Agreement, D and N would be responsible for all
administrative requirements of the Company, including, but not limited to,
maintaining the books of the Company, preparing periodic reports to the Board of
Directors of the Company and providing office facilities and travel expenses. In
return for the above services, D and N is to be paid a service fee based on an
annual budget prepared by D and N and approved by the Board of Directors of the
Company. Messrs. Dreben and Nally are each officers and 50% shareholders of D
and N. D and N and the Company have mutually agreed to defer operation of the
Service Agreement. Instead, the services continue to be provided by officers,
employees and consultants of the Company, and the Company has neither paid nor
accrued service fees under the Service Agreement.
Consulting Arrangement with Mr. Khouri. Pursuant to an Independent
Consultant Agreement, for the months of April and May 1997, Mr. Khouri, a
director of the Company, provided the Company with consulting services, as well
as services as a director, in exchange for which Mr. Khouri received consulting
fees of $750 per day and director fees of $1,000 per month. Effective June 1,
1997 the Company reached a new agreement with Mr. Khouri pursuant to which Mr.
Khouri provides the Company with consulting services and reports directly to the
President of the Company in exchange for which Mr. Khouri receives $10,500 per
month and no additional fees as a director for a one-year term which is
renewable if mutually agreed to by the parties. This consulting agreement may be
terminated by either party upon 90 days notice of the intent to so terminate.
Upon termination, Mr. Khouri will resign as a director. Periodically, the
President of the Company will review Mr. Khouri's performance and determine
whether to continue Mr. Khouri's consulting arrangement. Through the first year,
Mr. Khouri automatically received options to purchase 45,000 Shares, one quarter
of which (options to purchase 11,250 Shares) vested every three-month period
effective June 1, 1997 and all of such options have an exercise price of $5.00
per Share.
Consulting Arrangement with Mr. Nally. The Company has an oral
understanding with Mr. Nally, a director, nominee for director and an officer of
the Company, pursuant to which Mr. Nally provides the Company with certain
consulting services, particularly with respect to technology management, in
exchange for which Mr. Nally receives compensation as determined by the Board of
Directors. The parties intend to execute a written agreement to the same effect.
In 1997, Mr. Nally received $140,000 for his services as a consultant to the
Company.
Transaction with RDM Corporation. In December 1997, the Company purchased
1,428,572 special warrants in RDM Corporation for a total purchase price of
$1,000,000 (CN) ($659,400 (US) based on the conversion price on August 5, 1998
of $1.00 (US) to $1.52 (CN)). The special warrants were exercised in June 1998
and were exchanged for 1,428,572 common shares (approximately 16% of the
outstanding shares) of RDM Corporation. RDM Corporation is a Canadian
corporation which develops and supplies technologies for check processing and
electronic commerce solutions. Mr. Nally, an officer, director and nominee of
the Company, has been Chairman of RDM Corporation since 1995 and beneficially
owns 1,735,874 common shares (approximately 19.5% of the outstanding shares) of
RDM Corporation.
7
<PAGE> 10
PROPOSAL NO. 2
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME
At the Meeting, stockholders of the Company will be asked to consider and
take action on a proposal to amend the Company's Articles of Incorporation to
change the name of the Company from CVF Corporation to CVF Technologies
Corporation. The affirmative vote of at least a majority of Shares outstanding
and entitled to vote is required to approve and adopt the amendment to the
Articles of Incorporation. The management of the Company believes the name
change is desirable (i) to better describe the business of the Company and (ii)
to avoid confusion and errors resulting from the assumption of some persons as
to the Company's trading symbol on the American Stock Exchange ("AMEX"). The
Company's Shares are currently listed for trading on AMEX under the symbol
"CNV." The Board of Directors recommends a vote FOR approval of the amendment.
UNLESS OTHERWISE INSTRUCTED, PROXIES WILL BE VOTED FOR APPROVAL OF THE AMENDMENT
TO CHANGE THE COMPANY'S NAME TO CVF TECHNOLOGIES CORPORATION.
If the name change is approved, stockholders may retain their existing
stock certificates, as there is no need to exchange them for new certificates.
PROPOSAL NO. 3
OTHER MATTERS
So far as management of the Company is aware, no matters other than those
outlined in this Proxy Statement will be presented at the Meeting for action on
the part of the stockholders. If any other matters are properly brought before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote thereon the Shares to which the proxy relates in accordance with their
best judgment.
INDEPENDENT ACCOUNTANTS
Ernst & Young LLP, has audited the accounts of the Company since 1997. A
representative of Ernst & Young LLP is expected to be present at the Meeting and
will have an opportunity to make a statement, if he so desires, and will be
available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholder proposals must be received at the Company's offices no later
than March 26, 1999 in order to be considered for inclusion in the Company's
proxy materials for the 1999 Annual Meeting of Stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
Robert Nally
Treasurer and Secretary
Lewiston, New York
8
<PAGE> 11
CVF CORPORATION PROXY
916 Center Street
Lewiston, New York 14092
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeffrey Dreben and Robert Nally, and each or
either of them, Proxies for the undersigned, with full power of substitution, to
vote all shares of common stock, $0.001 par value per share ("Shares") of CVF
Corporation (the "Company") which the undersigned would be entitled to vote at
the ANNUAL MEETING OF STOCKHOLDERS (THE "MEETING") TO BE HELD AT THE BUFFALO
MARRIOTT HOTEL, 1340 MILLERSPORT HIGHWAY, AMHERST, NEW YORK ON SEPTEMBER 17,
1998, AT 2:00 P.M., NEW YORK TIME, and directs that the Shares represented by
this Proxy shall be voted as indicated below:
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
</TABLE>
INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through his name in the list
below:
Jeffrey Dreben; Robert Glazier; Robert Nally; and George Khouri.
2. AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME
To consider and take action on a proposal to amend the Company's Articles of
Incorporation to change the Company's name from CVF Corporation to CVF
Technologies Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR PROPOSALS 1 AND 2. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 ABOVE AND WILL
BE VOTED IN THE DISCRETION OF THE PROXIES NAMED HEREIN WITH RESPECT TO ANY
MATTER REFERRED TO IN 3 ABOVE. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY
MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO
VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES
CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
Dated: , 1998
PLEASE SIGN EXACTLY AS NAME(S) APPEAR
ON STOCK CERTIFICATE(S). A corporation
is requested to sign its name by its
President or other authorized officer,
with the office held so designated. A
partnership should sign in the
partnership name by an authorized
person. Executors, administrators,
trustees, guardians and corporate
officers are requested to indicate the
capacity in which they are signing.
JOINT TENANTS SHOULD BOTH SIGN.
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(Signature of Stockholder(s))
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
