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 Section 240.14a-11(c) or Section
240.14a-12
. . . . . . . . . . . . . . GALAXY ENTERPRISES, 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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
<PAGE>
PROXY
GALAXY ENTERPRISES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John J. Poelman and Frank C. Heyman, and each of
them as Proxies, with full power of substitution, and hereby authorizes them to
represent and vote, as designated below, all shares of Common Stock of the
Corporation held of record on April 19, 1999, by the undersigned at the Annual
Meeting of Shareholders to be held at 890 North Industrial Park Dr., Orem, Utah
84057, on May 27, 1999, at 10:00 a.m. local time, or at any adjournment thereof.
(To Be Signed on Reverse Side.)
__
/_X/ Please mark your
votes as in this
example.
Nominees: John J. Poelman
Brandon B. Lewis
Frank C. Heyman
Darral G. Clarke
B. Ray Anderson
FOR WITHHELD FOR AGAINST ABSTAIN
__ __ __ __ __
1. Election of /__/ /__/ 2. In their discretion, the /__/ /__/ /__/
Directors Proxies are authorized to
vote upon such other business
as may properly come before
the Annual Meeting.
(INSTRUCTION: To withhold authority THIS PROXY WHEN PROPERLY EXECUTED
to vote for any individual nominee, WILL BE VOTED IN THE MANNER DIRECTED
write that nominee's name on the HEREIN BY THE UNDERSIGNED SHAREHOLDER.
space provided below.) IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEES OF THE
BOARD OF DIRECTORS PROPOSALS 1 AND 2.
Please sign and date this Proxy where shown below and return it promptly:
No postage is required if this Proxy is returned in the enclosed envelope and
mailed in the United States.
SIGNATURE(S) ______________________________________________ DATE _____________
(Note: Please sign above exactly as the shares are issued. 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 full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.)
<PAGE>
GALAXY ENTERPRISES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 27, 1999
To the Shareholders:
Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Galaxy Enterprises, Inc. ("the Company") will be held at 890 North Industrial
Park Dr., Orem, Utah 84057, on May 27, 1999, at 10:00 a.m. local time, for the
following purposes:
1. To elect five directors, each to serve a one year term, and until
each of their successors is elected and shall qualify; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 19,
1999, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting of Shareholders, and only
shareholders of record at such date will be so entitled to notice and to vote.
Your vote is important. Please sign and date the enclosed Proxy and return it
promptly in the enclosed return envelope whether or not you expect to attend the
meeting. You may revoke your Proxy and vote in person should you decide to
attend the meeting.
By Order of the Board of Directors,
Frank C. Heyman, Secretary
April 23, 1999
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN,
AND RETURN THE ENCLOSED PROXY WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. A PROXY IS REVOCABLE AT ANY TIME PRIOR TO THE VOTING OF THE PROXY, BY
WRITTEN NOTICE TO THE SECRETARY OF THE CORPORATION OR BY VOTING IN PERSON AT THE
MEETING.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF
GALAXY ENTERPRISES, INC.
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of Proxies by the Board of Directors of Galaxy Enterprises, Inc. ("the Company")
for the Annual Meeting of Shareholders ("Annual Meeting") of the Company to be
held on May 27, 1999. The Shareholders of the Company will consider and vote
upon the proposals described herein and referred to in the Notice of the Meeting
accompanying this Proxy Statement.
The close of business on April 19, 1999, has been fixed as the record
date for the determination of the shareholders entitled to notice of, and to
vote at, the Annual Meeting. On such date there were outstanding and entitled to
vote 5,700,844 shares of Common Stock. Each share of Common Stock is entitled to
one vote on each matter to be considered at the Annual Meeting. For a
description of the principal holders of such stock, see "PRINCIPAL HOLDERS OF
COMMON STOCK" below.
Shares represented by Proxies will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying the
contrary will be voted in favor of the Board of Directors' nominee for director
of the Company.
The Proxies being solicited by the Board of Directors may be revoked by
any shareholder giving the Proxy at any time prior to the Annual Meeting by
giving notice of such revocation to the Company, in writing, at the address of
the Company provided below. The Proxy may also be revoked by any shareholder
giving such Proxy who appears in person at the Annual Meeting and advises the
Chairman of the meeting of his intent to revoke the Proxy.
The principal executive offices of the Company are located at 890 North
Industrial Park Dr., Orem, Utah 84057. This Proxy Statement and the enclosed
Proxy are being furnished to shareholders on or about April 28, 1999.
PRINCIPAL HOLDERS OF COMMON STOCK
The following table sets forth information as of April 15, 1999, with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person who, to the knowledge of the Company, is the beneficial owner of more
than 5% of the Company's outstanding Common Stock, (ii) each director and
nominee for director, (iii) each of the executive officers named in the Summary
Compensation Table under "Executive Compensation", and all officers and
directors of the Company as a group.
Number of Shares
Beneficial Owner Beneficially Owned1 Percent of Class2
- ----------------------------- -------------------------- -----------------------
John J. Poelman 1,020,2133 17.8%
4009 N. Quail Run Drive
Provo, UT 84604
Brandon B. Lewis 41,0004 .7%
2952 West 1060 North
Provo, UT 84601
Frank C. Heyman 30,0005 .5%
8468 Jardim Way
Sandy, UT 84093
Darral G. Clarke 10,0006 .2%
4102 N. Quail Run Drive
Provo, UT 84604
R. Ray Anderson 10,000 .2%
300 Plaza Alicante #800
Garden Grove, CA 92804
Sue Ann Cochran
2952 West 1060 North 302,000 5.3%
Provo, UT 84601
All officers and 1,111,2137 19.1%
directors as a group
(5 persons)
- --------
1 Except as otherwise indicated, all shares are directly owned with voting and
investment power held by the person named. Amounts shown include, where
applicable, shares subject to presently exercisable options.
2 The percentage includes shown for each beneficial owner is calculated based
upon the outstanding Common Stock, including shares of Common Stock subject to
presently exercisable options held by such beneficial owner which are deemed to
be outstanding.
3 Includes 40,000 shares subject to presently exercisable options. Does not
include 300 shares of Company Stock owned by two of Mr. Poelman's adult children
who reside with him.
4 Includes 30,000 shares subject to presently exercisable options.
5 Includes 30,000 shares subject to presently exercisable options.
6 Includes 10,000 shares subject to presently exercisable options.
7 Includes 110,000 shares subject to presently exercisable options.
ELECTION OF DIRECTORS
In accordance with the Bylaws of the Company, the Board of Directors
has fixed its number at five members. The incumbent directors were elected at
the last annual meeting to each serve a one year term.
At the Annual Meeting, the five directors listed below, will stand for
election, each to serve a one year term and thereafter until his successor is
elected and shall qualify.
In the absence of instructions to the contrary, the persons named in
the Proxy will vote the Proxy's FOR the election of the nominees listed below,
unless otherwise specified in the Proxy. The Board of Directors has no reason to
believe that its nominees will be unable to serve, but if any of the nominees
should be unable to serve, the Proxy will be voted for such other persons as the
Board of Directors shall recommend.
Certain information concerning the nominees to the Board of Directors.
<TABLE>
<CAPTION>
Served As
Nominee Age Company Position Held Director Since
<S> <C> <C> <C>
John J. Poelman 56 President, CEO and Director 1996
Brandon B. Lewis 27 Executive Vice President-Sales and Marketing, COO and Director 1996
Frank C. Heyman 61 Vice President, CFO, Secretary, Treasurer and Director 1997
Darral G. Clarke 58 Director 1998
R. Ray Anderson 60 Director 1998
</TABLE>
COMPENSATION OF DIRECTORS
The Company pays its Board members directors' fees of $500 per meeting
and reimburse them for their reasonable expenses in attending Board meetings.
The Company does not pay any fees for attendance at committee meetings.
Non-employee Board members each received ten year options to purchase 10,000
shares of the Company's Common Stock in 1998. The options were granted at market
value as of the date of grant.
BOARD AND COMMITTEE MEETINGS
There were three meetings of the Board of Directors held during the
last fiscal year. All of the directors attended at least 75 percent of the
meetings. For a description of directors' attendance fees, see "EXECUTIVE
COMPENSATION -- Compensation of Directors", below. The Board of Directors has
established a Compensation Committee whose members are John J. Poelman, Brandon
B. Lewis and Frank C. Heyman. The Committee met once in 1998.
EXECUTIVE OFFICERS, DIRECTORS AND SIGNIFICANT EMPLOYEES
Certain information regarding the business experience of the current
executive officers, directors and significant employees is set forth below:
JOHN J. POELMAN. Mr. Poelman is the President, Chief Executive Officer
and a Director of the Company. He has served as an officer and director of the
Company since December 1996. His past business experience includes seventeen
years with AM International, Inc. where he served as director of manpower
development and training, Chief Operating Officer for Newcastle Financial
Corporation, a regional company specializing in estate and financial planning
for the very wealthy.
BRANDON B. LEWIS. Mr. Lewis is the Executive Vice President-Sales and
Marketing, Chief Operating Officer and a Director of the Company. He has served
an officer and/or director of the Company since December 1996. He is a graduate
of Brigham Young University with a B.S. degree in English. His past business
experience includes employment from May 1992 to August 1994 as Collection
Manager for Co-Op Communications, Inc., a company specializing in "dial-one long
distance". From August 1994 to September 1997 he was employed as Vice President
of Marketing and Director of Sales for Profit Education Systems, Inc.
FRANK C. HEYMAN. Mr. Heyman is a Vice President, Secretary, Treasurer
and Chief Financial Officer and a Director of the Company. He has served as an
officer and director of the Company since July 1997. He is a graduate of the
University of Utah with a B.S. degree in accounting. Prior to 1992, Mr. Heyman
served for twelve years as Chief Financial Officer for Scan-Tron Corporation, a
manufacturer of optical mark reading equipment used in test scoring by the
educational community, followed by employment for five years as Vice President
and Chief Financial Officer of GC Industries, Inc., a manufacturer of
calibration systems for toxic gas monitors. From June 1992 to May 1996, he
served as Financial Vice President and Chief Financial Officer and a Director of
NYB Corporation, a manufacturer of women's sports clothing. From June 1996 to
April 1997 he was employed as Controller of Provider Solutions, Inc., a business
consulting firm.
DARRAL G. CLARKE. Mr. Clarke is a Director of the Company and has
served as such since June 1998. He obtained his A.B. from the University of
Utah, M.S. from Ohio State University and a Ph.D. from Purdue University. During
the periods 1972 to 1976 and from 1981 to 1986, Mr. Clarke was a faculty
professor at Harvard University's School of Business, and has served as a
visiting professor at the University of Chicago. From 1986 to the present, he
has been the G. Dennis O'Brien Professor of Management at Brigham Young
University, and served as the Director of its MBA program during 1990-1992.
R. RAY ANDERSON. Mr. Anderson is a Director of the Company and has
served as such since June 1998. He obtained his B.S. degree from Brigham Young
University and his J.D. from George Washington University School of Law. From
1988 to 1992 he was the president of Fenton Enterprises, a confections
manufacturer. From March 1992 to the present, he has served as general counsel
to Western Dental Services, Inc., a dental health maintenance organization.
Vicki Bullio Poelman, the wife of John J. Poelman, is a significant
employee who manages the Company's customer service operations. There are no
other family relationships among the Company's executive officers, directors and
significant employees.
Officers of the Company serve at the discretion of the Board of
Directors or until the next annual meeting of directors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Company was not subject Section 16(a) of the Exchange Act during
the most recent fiscal year.
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth information concerning the cash and
non-cash compensation, paid or to be paid by the Company to its chief executive
officer and to each of its executive officers named below, for the three fiscal
years ended December 31, 1998.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Annual Compensation Compensation
Other Annual All Other
Name and Principal Position Salary Bonus Compensation Stock Options Compensation2
Year ($) ($) ($)1 (Shares) ($)
- ----------------------- -------- ---------- ----------- ----------------- ------------------- ------------------
<S> <C> <C> <C> <C> <C>
John J. Poelman, 1998 75,000 0 200,000 3,638
Chief Executive Officer 1997 0 0 0 3,638
1996 0 0 0 0
No other officer of the Company received total salary and bonus of $100,000 or more.
- --------
1 The Company provides health, dental and other perquisites to each of its officers but they do not exceed the lesser of $50,000
or 10% of the officer's total annual salary and bonus.
2 Included are amounts contributed by the Company for life insurance premiums.
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has no written employment agreements with any of its
executive officers. Salaries for executive officers are subject to increases and
the payment of bonuses upon annual review by the Board of Directors. Executive
officers are entitled to certain fringe benefits, including medical insurance
and use of a vehicle provided by the Company. The officers reimburse the Company
for the personal use of Company provided vehicles.
STOCK OPTION AND INCENTIVE PLANS
1997 Stock Option Plan. The 1997 Stock Option Plan (the "1997 Plan")
authorizes the grant of incentive and nonqualified stock options to officers,
directors, key employees, consultants and advisers. The 1997 Plan covers a
maximum of 1,000,000 shares of the Company's Common Stock, subject to
adjustment.
Options issued under the 1997 Plan may have an exercise price at the
fair market value on the date of grant and a term of not more than 10 years.
Options are generally not transferable and are exercisable in accordance with
vesting schedules established by the Compensation Committee (the "Committee") of
the Board of Directors administering the Plan.
The Committee establishes with respect to each option granted to an
employee, and sets forth in the option agreement, the effect of the termination
of employment on the rights and benefits thereunder.
On March 31, 1999 there were 838,250 shares subject to options
outstanding under the 1998 Plan and 161,750 shares available for further
issuance.
Incentive Compensation Plan. The Company has adopted an Incentive
Compensation Plan for its executive officers. Executive officers may receive
bonuses ranging from 5 percent to 100 percent of base salary, if the Company
meets certain revenue and income goals. No payments were made to executive
officers in 1998 under the Incentive Plan. Other employees are subject to
various incentive company plans based on individual performance. The executive
officers determine what the plans will be and how and when they will be paid.
Option Grants in Last Fiscal Year
The following table sets forth a summary of certain stock options
granted to the Company's named officers during 1998.
Individual Grants
----------------- ----------- ---------------- ----------- ------------------
(a) (b) (c) (d) (e)
% of 921,250
Total Options
Options Granted to Exercise Expiration
Name Granted Employees in Price Date
(#) 1998 ($/Share)
================= =========== ================ ============ =================
John J. Poelman 200,000 21.7% $0.83 3/22/08
================= =========== ================ ============ =================
<TABLE>
<CAPTION>
Option Exercises During 1998 and
1998 Year-End Value Table
The following table sets forth certain information regarding the exercise and value of stock options held by the named
officers during 1998.
Aggregated Option Exercises in 1998 and 1998 Year-End Option Value
- ----------------------- ------------------- ----------------- --------------------------- -------------------------------
<S> <C> <C> <C> <C>
(a) (b) (c) (d) (e)
Number of Unexercised Value of Unexercised
Shares Acquired Options at Fiscal Year-End In-the-Money Options at
Name on Exercise Value Realized Exercisable/Unexercisable Fiscal Year-End
Exercisable/Unexercisable
===================== =================== ================== ============================ ===============================
John J. Poelman -0- -0- 40,000/160,000 $126,800/507,200
===================== =================== ================== ============================ ===============================
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1998, the Company purchased certain telemarketing services from
American Marketing Systems, Inc. ("AMS"), a Nevada corporation. AMS provides
telemarketing services to various companies, including the Company. It sold
coaching (mentoring) services to Galaxy Mall merchants, and coaching services
and Company products to prospects who have not previously purchased Company
products. The Company paid AMS $1,441,800 in sales commissions in 1998. John J.
Poelman, President, Chief Executive Officer and a Director of the Company is a
30% shareholder of AMS. In November 1998, the Company terminated its
relationship with AMS and engaged Professional Marketing International, an
unaffiliated third party, to provide these services.
The Company utilizes the services of Electronic Commerce International,
Inc. ("ECI"), a Utah corporation, which provides merchant accounts and leasing
services to small businesses. ECI processes the financing of Company merchants'
storefront leases and also wholesales software to the Company used for on-line
processing of credit card transactions. John J. Poelman, President, Chief
Executive Officer and a Director of the Company is the sole stockholder of ECI.
Total fees paid to ECI during 1998 totaled $306,400. The Company also had a
receivable from ECI for leases in process at December 31, 1998 of $38,910.
Effective October 1, 1997, the Company entered into a nonexclusive
three year consulting and marketing agreement with Gary Cochran, the husband of
Sue Ann Cochran, who owns approximately 5% of the Company's outstanding stock.
Compensation payable to Mr. Cochran is $60,000 per year commencing January 1,
1998, and increasing 10% per year commencing the second year and subsequent
years. The Company further agreed to pay Cochran royalties in various amounts on
its sales of Cochran created training and Internet educational materials.
Payments to Mr. Cochran under this agreement totaled $63,000 in 1998.
Effective May 1, 1998, the Company entered into a royalty and
consulting agreement with Profit Education Specialists ("PES"), a d/b/a of Gary
Cochran, whereby the Company agreed to pay PES a royalty on the Company's sales
of training manuals, audio tape presentations and related educational items on
marketing techniques for the Internet user created by PES. The term of the
agreement is for three years, and is renewable yearly thereafter provided the
Company continues to use or distribute PES materials. The Company paid PES
$60,500 for royalties under this agreement in 1998.
RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has recommended to the Board of
Directors that Wisan Smith Racker & Prescott, LLP be selected as the independent
public accountants for the Company. The Board of Directors has accepted this
recommendation and has selected Wisan Smith Racker & Prescott, LLP to be the
independent public accountants for the Company for the fiscal year ending
December 31, 1999. Wisan Smith Racker & Prescott, LLP served as the Company's
independent public accountants for the fiscal year ended December 31, 1998.
Representatives of Wisan Smith Racker & Prescott, LLP are expected to
attend the 1999 Annual Meeting and will have an opportunity to make a statement
if they desire to do so, and they will be available to answer appropriate
questions from shareholders.
SHAREHOLDER PROPOSALS
If a shareholder wishes to present a proposal at the 2000 Annual
Meeting of Shareholders, the proposal must be received by Galaxy Enterprises
Inc., 890 North Industrial Park Dr., Orem, Utah 84057 prior to January 31, 2000.
The Board of Directors will review any proposal which is received by that date
and determine whether it is a proper proposal to present to the 2000 Annual
Meeting.
VOTE REQUIRED
A majority of the 5,700,844 issued and outstanding shares of Common
Stock of the Company shall constitute a quorum at the Annual Meeting. Under the
Company's Bylaws, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at the Annual Meeting provided a quorum
is present. The affirmative vote of at least a majority of the shares
represented at the meeting is required for all other proposals to come before
the meeting.. If a shareholder abstains from voting certain shares, those shares
will be treated as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions, however, will not be
considered as votes cast either for or against a particular matter. The Company
intends to treat shares referred to as "broker non-votes" (i.e., shares held by
brokers or nominees as to which the broker or nominee indicates on a proxy that
it does not have discretionary authority to vote) as shares that are present and
entitled to vote for purposes of determining the presence of a quorum. Broker
non-votes will not be considered as votes cast either for or against a
particular matter.
Votes cast by shareholders who attend and vote in person or by proxy at
the Annual Meeting will be counted by inspectors to be appointed by the Company
(it is anticipated that the inspectors will be employees, attorneys or agents of
the Company).
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present and has not been informed that any other
person intends to present, a matter for action at the Annual Meeting other than
as set forth herein and in the Notice of Annual Meeting. If any other matter
properly comes before the meeting, it is intended that the holders of Proxies
will act in accordance with their best judgment. The Board of Directors may read
the minutes of the last Annual Meeting of Shareholders and make reports, but
shareholders will not be requested to approve or disapprove such minutes or
reports.
In addition to the solicitation of Proxies by mail, certain of the
officers and employees of the Company, without extra compensation, may solicit
Proxies personally or by telephone. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting materials to
the beneficial owners of Common Stock held of record and will reimburse such
persons for forwarding such material. The cost of this solicitation of Proxies
will be borne by the Company.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO
THE COMPANY, ATTENTION: INVESTOR RELATIONS, GALAXY ENTERPRISES, INC., 890 NORTH
INDUSTRIAL PARK DR., OREM, UTAH 84057. Copies of the Company's 1999 Form 10-KSB
without exhibits is being mailed with this Proxy Statement. Additional copies
may also be obtained by writing to the address given above.
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying notice and described in
this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed
envelope, which requires no postage if mailed in the United States. A prompt
return of your Proxy will be appreciated.
By Order of the Board of Directors
Date: April 23, 1999
Frank C. Heyman, Secretary
