<PAGE>
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 (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 Rule 14a-11(c) or Rule 14a-12
ADVANCED ENGINE TECHNOLOGIES, 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)(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:
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(4) Date Filed:
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<PAGE>
ADVANCED ENGINE TECHNOLOGIES, INC.
11150 W. Olympic Blvd., Suite 1020
Los Angeles, California 90064
----------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------------------
TO OUR SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of ADVANCED ENGINE TECHNOLOGIES, INC. (the "Company"), will be held at
the Hilton Hotel, 5711 W. Century Boulevard, Los Angeles, California 90045, on
December 28, 2000, at 10:00 a.m., local time. A Proxy Card and a Proxy
Statement for the Annual Meeting are enclosed.
At the Annual Meeting the Company's shareholders will be asked to consider
and vote upon:
1. The election of four (4) directors to the Board of Directors, for a
term to expire at the next annual meeting or until their respective successors
are elected and qualified.
2. The ratification of independent auditors, Neff & Ricci LLP, for the
fiscal year ended June 30, 2000.
3. Consideration of any matters which may properly come before the Annual
Meeting, or any adjournments or postponements thereof. At this time, the Board
of Directors is not aware of any other business to come before the Annual
Meeting.
Any action may be taken on any one of the foregoing proposals at the Annual
Meeting on the date specified above or on any date or dates to which the Annual
Meeting may be adjourned or postponed. Only shareholders of record as of the
close of business on December 6, 2000 are entitled to notice of and to vote at
the Annual Meeting. Our stock transfer books will remain open. There is
printed on the following pages a Proxy Statement to which your attention is
invited. Please read it carefully.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Annual
Meeting in person.
By Order of the Board of Directors
/s/ Carroll Shelby
------------------
Carroll Shelby, President and Director
Los Angeles, California
December 6, 2000
<PAGE>
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENCLOSED POSTAGE PREPAID, ADDRESSED ENVELOPE. IF
YOU ATTEND THIS ANNUAL MEETING, YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY.
ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR
TO THE EXERCISE THEREOF.
ADVANCED ENGINE TECHNOLOGIES, INC.
11150 W. Olympic Blvd., Suite 1020
Los Angeles, California 90064
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 28, 2000
INTRODUCTORY STATEMENT
This Proxy Statement and accompanying proxy are furnished in connection
with a solicitation of proxies by the Board of ADVANCED ENGINE TECHNOLOGIES,
INC. (the "Company") for use at the Annual Meeting of our Shareholders (the
"Annual Meeting"), to be held at the Hilton Hotel, 5711 W. Century Boulevard,
Los Angeles, California 90045, on December 28, 2000, at 10:00 a.m., local time,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. References in this document to "us," "we," or "the Company" refer
to ADVANCED ENGINE TECHNOLOGIES, INC.
Shareholders of record at the close of business on December 6, 2000 will be
entitled to receive notice of and to vote at the Annual Meeting. Each share of
common stock is entitled to one vote for each matter submitted to a vote at the
Annual Meeting. Shares represented by executed and unrevoked proxies will be
voted in accordance with the specifications made thereon. If the enclosed form
of proxy is executed and returned, it nevertheless may be revoked by giving
another proxy or by letter or telegram directed to us. Any such revocation must
show the shareholder's name and must be received prior to the commencement of
the Annual Meeting in order to be effective. Additionally, any shareholder
attending the Annual Meeting in person, who wishes to do so, may vote by ballot
at the Annual Meeting, thereby canceling any proxy previously given. Where no
instructions are indicated, proxies will be voted (i) "FOR" four (4) of the five
(5) persons named in this Proxy Statement as our management's nominees for
election to the Board of Directors, such nominees to be selected in the
discretion of the proxyholder named in the enclosed proxy, (ii) "FOR" the
ratification of Neff & Ricci LLP as our independent public accountants, and
(iii) in the discretion of the proxyholder named in the enclosed proxy with
respect to any other matters which may properly come before the Annual Meeting,
or any adjournments or postponements thereof. We plan to mail proxy materials
to shareholders of record on or about December 6, 2000.
VOTING SECURITIES, PRINCIPAL HOLDERS AND SECURITY
OWNERSHIP OF MANAGEMENT
All voting rights are vested exclusively in the holders of our common
stock, with each share entitled to one vote. Only shareholders of record at the
close of business on December 6, 2000 are entitled to notice of and to vote at
the Annual Meeting and any adjournments or postponements thereof. As of
September 30, 2000, we had 33,150,000 shares of common stock outstanding.
Pursuant to the Company's By-Laws, a majority of the outstanding shares of
common stock, or 16,575,001 shares of common stock, represented in person or by
proxy, will constitute a quorum for the transaction of business. Shares of the
Company's common stock represented by proxies which are marked "abstain" or
which are not marked will be counted as shares present for purposes of
determining the presence of a quorum on all matters.
1
<PAGE>
Proxies relating to "street name" shares that are voted by brokers will be
counted as shares present for purposes of determining the presence of a quorum
on all matters, but will not be treated as shares having voted at the Annual
Meeting as to any proposal as to which authority to vote is withheld by the
broker. Director elections are decided by a plurality of shares of common stock
represented in person or by proxy and voting on the issue at the Annual Meeting.
The ratification of the Company's independent auditors requires the affirmative
vote of a majority of the shares of common stock represented in person or by
proxy and voting at the Annual Meeting.
The following sets forth the number of shares of our $.001 par value common
stock beneficially owned by (i) each person who, as of September 30, 2000, was
known by us to own beneficially more than five percent (5%) of our common stock;
(ii) our individual directors; and (iii) our officers and directors as a group.
As of September 30, 2000, there were 33,150,000 common shares issued and
outstanding.
<TABLE>
<CAPTION>
Name & Address Number Of Common
Of Beneficial Owner Shares Beneficially Owned Percent (1)
------------------- ------------------------- -----------
<S> <C> <C>
Robert E./Margaret M. Petersen 13,195,534 39.8% (2)
6420 Wilshire Blvd./20th Floor
Los Angeles, CA. 90048
OX2 Engine (Distribution) Pty. Ltd. 10,963,238 33.07% (3)
1-2 Greg Chappell Road
Burleigh Heads
Queensland, Australia, 4220
Carroll Shelby 360,000 1.09%
c/o Advanced Engine Technologies, Inc.
11150 W. Olympic Blvd. Suite 1020
Los Angeles, CA 90064
Alexandria Phillips 86,000 0.26%
c/o Advanced Engine Technologies, Inc.
11150 W. Olympic Blvd. Suite 1020
Los Angeles, CA 90064
George Hunt 87,000 (4) 0.26%
906 Holly
Sterling, Colorado 80751
M. Neil Cummings 1,402 0.004%
c/o Advanced Engine Technologies, Inc.
11150 W. Olympic Blvd. Suite 1020
Los Angeles, CA 90064
</TABLE>
(1) Based upon 33,150,000 shares outstanding. Does not include 250,000 shares
that may be issued to Carroll Shelby in connection with the joint venture
agreement we entered into with Carroll Shelby on July 15, 1998.
(2) These shares are owned by the R.E. & M. Petersen Living Trust DTD 1/17/83
(the "Petersen Trust"). Robert E. and Margaret M. Petersen are the trustees of
the Petersen Trust.
(3) The ownership of these shares is disputed, and such dispute is the subject
of the lawsuit between the Estate of Paul Ebbage and Steven Manthey. The shares
are beneficially owned by OX2 Engine (Distribution) Pty. Ltd., but have been
deposited with the registry of the court in Los Angeles in the name of Advanced
Engine Technologies, Inc., pending the outcome of a lawsuit between the parties.
(4) These shares are owned by Cecil L. Hunt, wife of George Hunt who disclaims
beneficial ownership.
2
<PAGE>
ACTION TO BE TAKEN UNDER THE PROXY
Proxies in the accompanying form that are properly executed and returned
will be voted at the Annual Meeting in accordance with the instructions thereon.
Any proxy upon which no instructions have been indicated with respect to a
specific matter will be voted as follows with respect to such matter: (i) "FOR"
the election of four (4) of the five (5) persons named in this Proxy Statement
as our management's nominees for election to the Board of Directors, such
nominees to be selected in the discretion of the proxyholder named in the
enclosed proxy; (ii) "FOR" the ratification of Neff & Ricci LLP as our
independent public accountants; and (iii) in the discretion of the proxyholder
named in the enclosed proxy with respect to any other matters which may properly
come before the Annual Meeting, or any adjournments or postponements thereof.
Any proxy upon which instructions have been indicated voting for more than four
(4) of the five (5) persons named in this Proxy Statement as our management's
nominees for election to the Board of Directors will be voted for only four (4)
nominees, such nominees to be selected in the discretion of the proxyholder
named in the enclosed proxy.
Management knows of no other matters, other than those stated above, to be
presented for consideration at the Annual Meeting. If, however, any other
matters properly come before the Annual Meeting, the proxyholder named in the
enclosed proxy intend to vote such proxy in accordance with their judgement on
such matters. The proxyholder named in the enclosed proxy may also, if they
deem it advisable, vote such proxy to adjourn the Annual Meeting from time to
time.
ELECTION OF DIRECTORS
(Item No. 1 on the Proxy Card)
It is proposed that four (4) directors be elected to our Board of
Directors, each such director to hold office until the next Annual Meeting of
shareholders or until his or her successor is elected and qualified. Management
has nominated five (5) individuals to serve as directors. The Board of
Directors does not contemplate that any nominee will be unable to serve as a
director for any reason, but if that should occur prior to the Annual Meeting,
the Board of Directors reserves the right to substitute another person(s) of
their choice as nominee(s).
Pursuant to the terms of our Articles of Incorporation every shareholder
voting for the election of directors is entitled to one vote for each share. A
shareholder may vote each share once for one nominee to each of the director
positions being filled. A shareholder may not cumulate votes. As a result,
shareholders may vote for a maximum of four (4) directors out of the five (5)
individuals nominated to serve. Pursuant to our By-Laws, each nominee must be
approved by a plurality of shares of common stock represented in person or by
proxy and voting in the election of directors at the Annual Meeting, and
therefore the four (4) nominees who receive the highest number of votes will be
elected as directors.
It is the intention of the proxyholder named in the accompanying form of
proxy to vote each properly completed proxy "FOR" the election of up to four (4)
nominees selected by the shareholder on the proxy form. If a shareholder
specifically indicates in its, his or her proxy that it, he or she desires to
withhold authority from voting for the electing of certain nominees to office,
the proxyholder named in the accompanying proxy will not vote for any such
nominees. Any proxy upon which instructions have been indicated voting for more
than four (4) of the five (5) nominees will be voted for only four (4) of the
nominees, such nominees to be selected in the discretion of the holders of such
proxies.
The Board of Directors intends to vote the proxies solicited by it (other
than proxies in which authority is withheld) "FOR" four (4) of the six (6)
nominees standing for election as directors nominated by the Board of Directors.
If any nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute as the Board of Directors may
recommend. At this time the Board of Directors knows of no reason why any
nominee might be unavailable to serve.
3
<PAGE>
The Company has nominated the following individuals to be elected as
directors at the Annual Meeting:
Name Age Current Position
---- --- ----------------
Noel Holmes 51 Director
George Hunt 70 Director
Alexandria Phillips 52 Director, Treasurer
Richard C. Ronzi 62 Nominated for Director
Carroll Shelby 76 Director, President
Our current executive officers, their ages and positions held in the
Company as of December 6, 2000 are as follows:
Name Age Position
---- --- --------
M. Neil Cummings 49 Secretary
Our directors will serve in such capacity until the next annual meeting of
our shareholders and until their successors have been elected and qualified.
Our officers serve at the discretion of our directors. There are not any
arrangements or understandings between any of our directors or officers or any
other person pursuant to which any officer or director was or is to be selected
as an officer or director.
The Board of Directors has established no committees. Members of the Board
of Directors are entitled to receive ten thousand (10,000) shares of common
stock of the Company per year as compensation for their service on the Board of
Directors, however, none of such shares have been issued.
Biographical information follows for each individual nominated to be
elected as directors at the Annual Meeting and for our current directors and
executive officers.
Carroll Shelby - President, Director
Carroll Shelby has over 50 years of successful experience in the engine
industries. He has been inducted into a number of automotive related Halls of
Fame. Mr. Shelby has been our president since May, 2000 and one of our
directors since 1998.
Mr. Shelby is a founder and director of:
Shelby American, Inc.
Carroll Shelby Licensing, Inc.
Shelby Technologies
Carroll Shelby Enterprises
Carroll Shelby Children's Foundation
International Chili Society
M. Neil Cummings - Secretary
M. Neil Cummings has been a practicing lawyer in the State of California
since 1977, and was a partner for many years in the Los Angeles law firm of
Walker, Wright, Tyler & Ward. In July of 1995, Mr. Cummings founded, and is
currently the owner and president of, M. Neil Cummings and Associates, a law
firm that focuses on the area of business law, with an emphasis on licensing and
intellectual property in the context of existing as well as emerging modes of
ground transportation. Mr. Cummings has been our secretary since 1999.
4
<PAGE>
George Hunt - Director
George Hunt has 36 years of experience in the marine industry as an agent
and supplier of related equipment, products and services. In 1972, he
established Sterling Marine, a Colorado company, gradually building the business
to four marine sales and service locations in the United States, and having been
recognized by Bayliner for multimillion dollar sales achievements. Mr. Hunt has
been one of our directors since 1997.
Alexandria Phillips - Director/Treasurer
Alexandria Phillips brings to the Company her years of wide ranging
experience and expertise as a tax advisor and financial consultant to Robert E.
Petersen and entities controlled by Mr. Petersen. Ms. Phillips resides in
Southern California, and has been one of our directors since 1999.
Noel Holmes - Director
Mr. Holmes is a native of Australia, but spends a good deal of time in
Southern California, while maintaining a diverse international business and
accounting practice. Mr. Holmes commenced his career in 1968 while practicing
in an Australian chartered accounting firm, earned certificates in Australian
practicing from the Institute of Chartered Accountants in 1973 and has practiced
as a senior partner in an Australian chartered accounting firm since 1974. Mr.
Holmes is a director of private investment and property companies in the United
States, Australia, Singapore, the United Kingdon and Malaysia. Mr. Holmes has
been one of our directors since 1999.
Richard C. Ronzi - Nominated for Director
Richard C. Ronzi recently retired after 38 years with Ford Motor Company.
Positions at Ford included Director, Power Train Research; Executive Director,
Engineering and Manufacturing Staff; Vice President/Chief Engineer, Ford New
Holland; and Chief Engineer, Transmission/Driveline Engineering. Mr. Ronzi
played a major role in Ford's work with the orbital engine, Wankel engines,
advanced gas turbines, Stirling engines and commercial truck direct injection
Diesel engines. Mr. Ronzi earned a BSME degree from the University of Detroit
and a MSME degree from the University of Michigan. Mr. Ronzi has been nominated
to serve as one of our directors.
Board Meetings
The Board of Directors of the Company had ten (10) formal meetings in 2000.
During 2000, each incumbent director of the Company attended at least 75% of the
meetings of the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "34
Act"), requires that our officers and directors, and persons who beneficially
own more than ten percent of the our Common Stock, file reports of ownership and
changes in ownership with the Securities and Exchange Commission. These
reporting persons are also required to furnish us with copies of all Section
16(a) forms they file. To our knowledge, based solely on our internal review of
the reports we believe should have been filed, we believe that none of the
Section 16(a) reporting requirements were complied with during the fiscal year
ended June 30, 2000.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensated awarded to, earned by or paid to each person who served as an
executive officer of the Company during the fiscal year ended June 30, 2000.
Employee directors are entitled to receive ten thousand (10,000) shares of
common stock of the Company per year as compensation for their service on the
Board of Directors, however, none of such shares have been issued. Our Board of
Directors has approved a stock incentive plan. No awards have been granted
under this plan.
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
-----------------------------------------------------------------------------------------------
Awards Payouts
----------------------------------------------------------------
Name And Principal Year Salary Bonus Other Annual Restricted Securities LTIP Payouts All Other
Position $ $ Compensation Stock Award(s) Underlying ($) Compensation
$ $ Options/ ($)
SARs
(#)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Murray Bailey, 2000 79,100 --- --- --- --- --- ---
President (1)
-------------------------------------------------------------------------------------------------------------------------------
1999 -0- --- --- --- --- --- ---
-------------------------------------------------------------------------------------------------------------------------------
1998 -0- --- --- --- --- --- ---
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Carroll Shelby, 2000 10,000 --- --- --- --- --- ---
President, Director (2)
-------------------------------------------------------------------------------------------------------------------------------
1999 -0- --- --- --- --- --- ---
-------------------------------------------------------------------------------------------------------------------------------
1998 -0- --- --- --- --- --- ---
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Bailey resigned from all offices in 2000.
(2) Mr. Shelby became an officer in 2000.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(Item No. 2 on the Proxy Card)
We have appointed independent public accountants Neff & Ricci, LLC for the
fiscal year ended June 30, 2000. This appointment will be submitted to the
shareholders for ratification at the Annual Meeting.
The submission of the appointment of Neff & Ricci, LLC is not required by
law or the By-Laws of the Company. The Board of Directors is nevertheless
submitting it to the shareholders to ascertain their views. If the shareholders
do not ratify the appointment, the selection of other independent public
accountants will be considered by the Board of Directors. To be adopted, the
resolution requires the affirmative vote of a majority of the shares voting at
the Annual Meeting. The Board of Directors recommends a vote "FOR" the
resolution. Representatives of Neff & Ricci are not expected to be present at
the Annual Meeting.
OTHER MATTERS
As of the date of this Proxy Statement, our management has no knowledge of
any business, other than previously described herein, which should be presented
for consideration at the Annual Meeting. In the event that any other business
is presented at the Annual Meeting, it is intended that the proxyholder named in
the enclosed proxy will have authority to vote such proxy in accordance with
their best judgment on such business.
SHAREHOLDER PROPOSALS
According to Rule 14a-8 under the Securities Exchange Act of 1934, a
shareholder may require that certain proposals suggested by shareholders be
voted on at a shareholders Annual Meeting. Information concerning such
proposals must be submitted to the Company for inclusion in its proxy statement.
Such proposals for inclusion in the Company's proxy materials relating to the
next annual meeting of the Company must be received by the Company not later
than August 8, 2001. However, the Company may elect to hold its next annual
meeting at a different time of year than the time of year of this Annual
Meeting. If the Company elects to hold its next annual meeting at a time of
year that is more than thirty (30) days from the time of year of this Annual
Meeting, then such shareholder proposals would have to be received by the
Company a reasonable time before the Company begins to print and mail its proxy
materials.
6
<PAGE>
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to Shareholders on Form 10-KSB for the fiscal
year ended June 30, 2000, including financial statements, along with the Form
10-QSB for the fiscal quarter ended September 30, 2000, has been mailed with
these materials to all shareholders of record. Any shareholder who has not
received a copy of such Annual Report on Form 10-KSB or Form 10-QSB may obtain a
copy by writing to us. Such Annual Report on Form 10-KSB and Form 10-QSB are
not to be treated as part of the proxy solicitation material, nor as having been
incorporated by reference.
SOLICITATION OF PROXIES
The cost of solicitation will be borne by us. In addition to the use of
mailings, proxies may be solicited by personal interview or telephone, by
directors, officers and regular employees of the Company, without special
compensation therefore. We will reimburse brokerage firms and other custodians,
nominees, and fiduciaries for reasonable expenses incurred by them in sending
proxy material to the beneficial owners of common stock.
NOTICE TO BANKS, BROKERS/DEALERS, VOTING TRUSTEES, AND THEIR NOMINEES
Please advise us, in care of our corporate address, whether any other
persons are the beneficial owners of the shares of common stock for which
proxies are being solicited from you, and, if so, the number of copies of the
Proxy Statement, and other soliciting materials, you wish to receive in order to
supply copies to the beneficial owners of shares.
ADVANCED ENGINE TECHNOLOGIES, INC.
By: /s/ Carroll Shelby
-------------------------------
Carroll Shelby, President
Dated: December 6, 2000
7
<PAGE>
PROXY
ADVANCED ENGINE TECHNOLOGIES, INC.
11150 W. Olympic Blvd., Suite 1020
Los Angeles, California 90064
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THE UNDERSIGNED hereby appoints and constitutes Alexandria Phillips, as the
undersigned's true and lawful agent and proxy, with full power of substitution
and revocation, to attend, represent and to vote the shares of common stock of
the undersigned at the Annual Meeting of Shareholders (the "Annual Meeting") of
ADVANCED ENGINE TECHNOLOGIES, INC. to be held at the Hilton Hotel, 5711 W.
Century Boulevard, Los Angeles, California 90045, on December 28, 2000, at 10:00
a.m., local time and at any adjournments or postponements thereof, on all
matters coming before said Annual Meeting.
If no instructions are indicated with respect to a specific matter, this
proxy will be voted as follows with respect to such matter: (i) "FOR" the
election of four (4) of the five (5) persons named in item 1 as our management's
nominees for election to the Board of Directors, such persons to be selected in
the discretion of the holders of this proxy; (ii) "FOR" the ratification of Neff
& Ricci LLP as our independent public accountants; and (iii) "FOR" the
transaction of any other business to come before the Annual Meeting, in the
discretion of the holder of this proxy.
1. Election of Directors - You may vote for only four (4) of the
-------------------------------------
following nominees. If you vote for more than four (4) of the following
-----------------------------------------------------------------------
nominees, only votes for four (4) nominees, such nominees to be selected in the
-------------------------------------------------------------------------------
discretion of the holder of this proxy, will be counted:
-------------------------------------------------------
Noel Holmes FOR ___ WITHHOLD AUTHORITY ___
George Hunt FOR ___ WITHHOLD AUTHORITY ___
Alexandria Phillips FOR ___ WITHHOLD AUTHORITY ___
Richard C. Ronzi FOR ___ WITHHOLD AUTHORITY ___
Carroll Shelby FOR ___ WITHHOLD AUTHORITY ___
2. Ratification of Neff & Ricci LLP as the Company's auditors for the
fiscal year ended June 30, 2000:
FOR ___ AGAINST ___ ABSTAIN ___
3. To consider and act upon any matters which may properly come before
the Annual Meeting or any adjournments or postponements thereof. The Board of
Directors are not aware of any business to come before the Annual Meeting.
FOR ___ AGAINST ___ ABSTAIN ___
Dated: ____________________________ , 2000.
(Printed Name of Shareholder) __________________________________________________
(Signature of Shareholder) __________________________________________________
This Proxy Must Be Signed Exactly As Your Name Appears On Your Stock
Certificate. Executors, Administrators, Trustees, Etc., Should Give Full Title
As Such. If The Signer Is A Corporation, Please Sign Full Corporate Name By
Duly Authorized Officer.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
1
