<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
INTERNATIONAL FUEL TECHNOLOGY, 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>
INTERNATIONAL FUEL TECHNOLOGY, INC.
7777 BONHOMME, SUITE 1920
ST. LOUIS, MISSOURI 63105
(314) 727-3333
May 26, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
International Fuel Technology, Inc., to be held at 9:00 a.m. on Friday, June 16,
2000, at the Renaissance St. Louis Hotel located near Lambert International
Airport, 9801 Natural Bridge Road, St. Louis, Missouri.
At the meeting you will be asked to vote on the election of five directors
of the Company and the ratification of the selection of BDO Seidman, LLP as the
Company's independent accountants for the year 2000. In addition, we will be
pleased to report on the affairs of the Company and a discussion period will be
provided for questions and comments of general interest to stockholders.
We look forward to greeting personally those stockholders who are able to
be present at the meeting; however, whether or not you plan to be with us at the
meeting, it is important that your shares be represented. Accordingly, you are
requested to sign and date the enclosed proxy and mail it in the envelope
provided at your earliest convenience.
Thank you for your cooperation.
Very truly yours,
/s/ Fred Jensen
Fred Jensen
Chairman of the Board of Directors
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Notice of Annual Meeting 1
Proxy Solicitation 2
Revocability and Voting Proxy 2
Record Date and Voting Rights 3
Beneficial Ownership of Common Stock 4
ITEM 1: ELECTION OF DIRECTORS 4-7
ITEM 2: APPROVAL OF INDEPENDENT ACCOUNTANTS 8
Summary Compensation Table 9
Consultant and Employee Stock Compensation Plan 9-10
Employment Agreements 10-11
Stock Option Awards 11
Compensation of Directors 11
Company Performance 11
Change in Year-End 12
Stockholder Proposals 12
Other Business 12
</TABLE>
<PAGE>
INTERNATIONAL FUEL TECHNOLOGY, INC.
__________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
__________________________________
St. Louis, Missouri
May 26, 2000
Notice is hereby given that the Annual Meeting of the Stockholders of
International Fuel Technology, Inc. will be held on Friday, June 16, 2000 at
9:00 a.m. at the Renaissance St. Louis Hotel located near Lambert International
Airport, 9801 Natural Bridge Road, St. Louis, Missouri, for the following
purposes:
(1) To elect five directors to serve for the ensuing year;
(2) To approve BDO Seidman, LLP as independent accountants for the year
2000; and
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Stockholders of record at the close of business on May 12, 2000 will be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. Stockholders who are unable to attend the Annual Meeting in person are
requested to complete and date the enclosed form of proxy and return it promptly
in the envelope provided. No postage is required if mailed in the United
States. Stockholders who attend the Annual Meeting may revoke their proxy and
vote their shares in person.
PATTY FOLTZ
Secretary
<PAGE>
INTERNATIONAL FUEL TECHNOLOGY, INC.
7777 BONHOMME, SUITE 1920
ST. LOUIS, MISSOURI 63105
_____________________________________
PROXY STATEMENT
_____________________________________
GENERAL INFORMATION
Proxy Solicitation
This Proxy Statement is furnished to the holders of Common Stock, par value
$.01 per share (the "Common Stock"), of International Fuel Technology, Inc.
("IFT") in connection with the solicitation by the Board of Directors of IFT of
proxies for use at the Annual Meeting of Stockholders to be held on Friday, June
16, 2000 at 9:00 a.m. at the Renaissance St. Louis Hotel, located near Lambert
International Airport, 9801 Natural Bridge Road, St. Louis, Missouri or at any
adjournment thereof, pursuant to the accompanying Notice of Annual Meeting of
Stockholders. The purposes of the meeting and the matters to be acted upon are
set forth in the accompanying Notice of Annual Meeting of Stockholders. The
Board of Directors is not currently aware of any other matters which will come
before the meeting.
Proxies for use at the meeting are being solicited by the Board of
Directors of IFT. Proxies will be mailed to stockholders on or about May 26,
2000 and will be solicited chiefly by mail. IFT will make arrangements with
Automatic Data Processing Investor Communications Services ("ADP") to send
proxies and proxy material to the shareholders entitled to vote at the meeting,
and we will reimburse them for their expenses in so doing. Should it appear
desirable to do so in order to ensure adequate representation of shares at the
meeting, officers, agents, and employees of IFT may communicate with
stockholders, banks, brokerage houses and others by telephone, facsimile or in
person to request that proxies be furnished. All expenses incurred in connection
with this solicitation will be borne by IFT. IFT has no present plans to hire
special employees or paid solicitors to assist in obtaining proxies, but
reserves the option of doing so if it should appear that a quorum otherwise
might not be obtained.
Revocability and Voting Proxy
A form of proxy for use at the Annual Meeting of Stockholders and a return
envelope for the proxy are enclosed. Stockholders may revoke the authority
granted by their execution of proxies at any time before their effective
exercise by filing with ADP a written notice of revocation or a duly executed
proxy bearing a later date, or by voting in person at the meeting. Shares of
IFT's Common Stock represented by executed and unrevoked proxies will be voted
in accordance with the choice or instructions specified thereon. If no
specifications are given, the proxies intend to vote the shares represented
thereby to approve Proposals No. 1 and No. 2 as set forth in the accompanying
Notice of Annual Meeting of Stockholders and in accordance with their best
judgment on any other matters which may properly come before the meeting.
<PAGE>
Record Date and Voting Rights
Only stockholders of record at the close of business on May 12, 2000 are
entitled to notice of and to vote at the Annual Meeting or any and all
adjournments thereof. On May 12, 2000, there were 18,287,698 shares of Common
Stock outstanding, each of which is entitled to one vote on each of the matters
to be presented at the Annual Meeting.
A majority of the outstanding shares entitled to vote must be represented
in person or by proxy at the meeting in order to conduct the election of
directors and other matters mentioned in this Proxy Statement. If such a
majority is represented at the meeting, then the five nominees for director who
receive the highest number of votes cast will be elected. The other matters
require the approving vote of at least a majority of the votes cast. The
holders of a majority of the outstanding shares of Common Stock, present in
person or by proxy and entitled to vote, will constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum. "Broker non-votes" are shares
held by brokers or nominees which are present in person or represented by proxy,
but which are not voted on a particular matter because instructions have not
been received from the beneficial owner.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information as of May 5, 2000, regarding the
beneficial ownership determined in accordance with the rules of the Securities
and Exchange Commission, which generally attributes beneficial ownership of
securities to persons who possess sole or shared voting power and/or investment
power with respect to those securities, of IFT's common stock of: (I) each
person known by IFT to own beneficially more than five percent of IFT's common
stock; (ii) each director and nominee for director of IFT; (iii) each executive
officer named in the Summary Compensation Table (see "Executive Compensation");
and (iv) all directors and executive officers of IFT as a group. Except as
otherwise specified, the named beneficial owner has sole voting and investment
power over the shares listed.
<TABLE>
<CAPTION>
Name of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Common Stock/1/
---------------- -------------------- --------------
<S> <C> <C>
Jonathan R. Burst/2/ 966,250 5.4%
William J. Lindenmayer/3/ 190,000 1.0%
Patty Foltz 69,648 0.4%
Fred K. Jensen/4/ 162,833 0.9%
David B. Norris 246,562 1.4%
Harry F. Demetriou/5/ 205,000 1.1%
All directors and executive
Officers as a group 1,840,293 10.2%
</TABLE>
/1/ Based upon 17,987,698 outstanding shares of common stock as of May 5, 2000.
/2/ Includes 150,0000 shares owned by Burcor Capital, L.L.C. of which Mr. Burst
is an executive officer and deemed to be the beneficial owner of such shares.
/3/ Includes 50,000 shares owned by Burcor Capital, L.L.C. of which Mr.
Lindenmayer is an executive officer and deemed to be the beneficial owner of
such shares.
/4/ Includes 3,260 shares owned by Jensen Fabricating Co., Inc. of which Mr.
Jensen is an executive officer and deemed to be the beneficial owner of such
shares; includes 104,500 shares held jointly with Mr. Jensen's spouse; includes
24,054 shares held by Mr. Jensen's spouse.
/5/ Includes 205,000 shares owned by Observor Acceptances, Ltd. of which Mr.
Demetriou is the sole owner and deemed to be the beneficial owner of such
shares.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Five directors (constituting the entire Board) are to be elected at the
Annual Meeting. Unless otherwise specified, the enclosed proxy will be voted in
favor of the persons named below to serve until the next annual meeting of
stockholders and until their successors shall have been duly elected and shall
qualify. In the event any of these nominees shall be unable to serve as a
director, the shares represented by the proxy will be voted for the person, if
any, who is designated by the Board of Directors to replace the nominee. All
nominees have consented to be named and have indicated their intent to
<PAGE>
serve if elected. The Board of Directors has no reason to believe that any of
the nominees will be unable to serve or that any vacancy on the Board of
Directors will occur.
The nominees, their ages, the year in which each first became a director
and their principal occupations or employment during the past five years are:
Year First
Became Principal Occupation
Nominee Age Director During the Past Five Years
------- --- -------- --------------------------
Fred K. Jensen 64 1998 IFT Director since April 1998
and Chairman of the Board
since November 1998. Mr.
Jensen has served as president
of Jensen Oven since 1975 and
President of Jensen Industries
since 1985. Mr. Jensen
received his Bachelor of
Science degree in Mechanical
Engineering in 1957 from
Michigan State University.
William J. Lindenmayer 40 2000 IFT Director and President
since February 2000 and Chief
Operating Officer since July
1999. Mr. Lindenmayer served
as Managing Director of Burcor
Capital, LLC from 1999 to
present. Mr. Lindenmayer
served as President of DLW
Partners, LLC from 1997 to
1999. Mr. Lindenmayer served
as President of WLI William
Lindenmayer Group, Inc. from
1995 to 1997. Mr. Lindenmayer
received his Bachelor of
Science degree from Cornell
University in 1982 and his
Masters of Business
Administration from the
University of Virginia in
1988.
Jonathan R. Burst 41 2000 IFT Chief Executive Officer
since July 1999. President of
IFT from July 1999 to February
2000. Director since February
2000. Mr. Burst founded Burcor
International in 1998 and has
served as President since its
inception. From 1992 to 1998,
Mr. Burst served as Executive
Vice President and Managing
Director of mergers and
acquisitions at Aon Risk
Services. Mr. Burst received
his Bachelor of Arts degree in
Economics from the University
of Missouri in 1981.
<PAGE>
David B. Norris 51 1998 IFT Director since March 1998.
Mr. Norris founded and owns
Addicks Services, Inc., a
construction company, and has
served as President since
1983.
Harry Demetriou 56 2000 IFT Director since February
2000. Mr. Demetriou is
currently the Chairman for
Observor Acceptances, Ltd., an
investment company which
invests in securities in the
international markets. Mr.
Demetriou served as Director
and Chairman for United House
Realty until December 1998.
Mr. Demetriou was a ship owner
of bulk carriers for over 25
years. He has retired from
active management in the
shipping industry.
All directors hold office until the next annual meeting of the stockholders
of IFT and until their successors are elected and qualified. At present, IFT's
Articles of Incorporation provide for not less than one nor more than nine
directors. Currently there are five directors of IFT.
IFT presently does not have standing audit, nominating or compensation
committees of the Board of Directors.
During the fiscal year ended December 31, 1999, the Board of Directors held
five meetings. Each director attended 100% of the meetings of the Board of
Directors held when he was a Director.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires IFT's executive officers and directors, and persons
who beneficially own more than ten percent of IFT's common stock, to file
initial reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners are
required by SEC regulations to furnish IFT with copies of all Section 16(a)
forms they file. Based upon a review of the copies of such forms furnished to
IFT and written representations from IFT's executive officers and directors, IFT
believes that during fiscal 1999 no Forms 3 or 4 were filed on a timely basis
for IFT's executive officers and directors. IFT believes all such delinquent
reports have since been filed.
Vote Required
The five nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy and entitled to vote for them,
a quorum being present, shall be elected as directors. Only votes cast for a
nominee will be counted,
<PAGE>
except that the accompanying proxy will be voted for all nominees in the absence
of instruction to the contrary. Abstentions, broker non-votes and instructions
on the accompanying proxy card to withhold authority to vote for one or more
nominees will result in the respective nominees receiving fewer votes. However,
the number of votes otherwise received by the nominee will not be reduced by
such action.
THE BOARD OF DIRECTORS DEEMS "PROPOSAL NO. 1 - ELECTION OF DIRECTORS" TO BE
IN THE BEST INTEREST OF IFT AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR"
APPROVAL THEREOF.
<PAGE>
PROPOSAL NO. 2 - APPROVAL OF INDEPENDENT ACCOUNTANTS
The Board of Directors has retained BDO Seidman, LLP, St. Louis, Missouri
to provide, subject to ratification by the Company's stockholders, an audit of
its financial statements for the year ending December 31, 2000.
A representative of BDO Seidman, LLP will be present at the Annual Meeting
and will have an opportunity to make a statement if he desires to do so, and
will respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS DEEMS "PROPOSAL NO. 2 - APPROVAL OF INDEPENDENT
ACCOUNTANTS" TO BE IN THE BEST INTEREST OF IFT AND ITS STOCKHOLDERS AND
RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash and non-cash
compensation paid or to be paid by IFT as well as certain other compensation
awarded, earned by and paid, during the fiscal years indicated, to the Chief
Executive Officer and for each of IFT's other executive officers whose annual
salary and bonus exceeds $100,000 for such period in all capacities in which
they served.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
------------------- --------------------
Other All
Name and Annual Restricted Other
Principal Period Compen- Stock Compen-
Position Ended Salary Bonus sation Awards sation
--------- -------- ------ ----- --------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Jonathan R. Burst,/1/
Chief Executive
Officer & President 12/31/99 $5,493 0 0 $111,056 0
Norman C. Barrett,/2/
NOPEC Consultant
for IFT & former
Board Chairman 12/31/99 0 0 0 0 0
3/31/99 0 0 $ 100,000/3/ 0 0
3/31/98 0 0 0 0 0
</TABLE>
---------------------
/1/ Mr. Burst joined the Company in 1999 as the President/CEO.
/2/ Mr. Barrett served the Company as an untitled Chief Executive Officer from
1997 through July 1999.
/3/ Consultant Fee.
Perquisites and other personal benefits are omitted because they do not exceed
either $50,000 or 10% of the total of annual salary and bonus for the named
executive officer.
Consultant and Employee Stock Compensation Plan
The Board of Directors adopted a Consultant and Employee Stock Compensation
Plan that became effective January 14, 2000. The Board of Directors will be
responsible for the administration of this Plan, and will grant Awards under
this Plan. Subject to the express provisions of the Plan, the Board of Directors
shall have full authority and sole and absolute discretion to interpret and
amend this Plan, to prescribe, amend and rescind rules and regulations relating
to it, and to make all other determinations which it believes to be necessary or
advisable in administering this Plan. The determinations of the Board of
Directors on the matters referred to in this Section shall be conclusive. No
member of the Board of Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it resulted from the
member's willful misconduct.
<PAGE>
The maximum number of shares of common stock as to which awards may be
granted under this Plan, subject to subsequent amendments, is 500,000 shares.
The common stock which is issued on grant of awards may be authorized but
unissued shares or shares which have been issued and reacquired by IFT. The
Board of Directors may increase the maximum number of shares of common stock as
to which awards may be granted at such time as it deems advisable.
Awards may be granted only to employees or consultants of IFT in their
individual capacity only.
The Board of Directors shall have complete discretion to determine when and
to which employees or consultants awards are to be granted, and the number of
shares of common stock as to which awards granted to each employee or consultant
will relate. No grant will be made if, in the judgment of the Board of
Directors, such a grant would constitute a public distribution within the
meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and
regulations promulgated thereunder.
Employment Agreements
On July 13, 1999 IFT entered into an employment agreement with William J.
Lindenmayer for services as Chief Operating Officer. Mr. Lindenmayer received a
base pay of $1,000 per month plus 5,000 shares of IFT's common stock during the
initial term, which expired in January 2000, for an aggregate of 30,000 shares.
The agreement was amended and extended in January 2000. Pursuant to the new
agreement, Mr. Lindenmayer is entitled to an annual base salary of $125,000,
stock compensation of 3,000 shares per month and a bonus award as deemed
appropriate by the Board of Directors of IFT. The new agreement extends through
December 31, 2000 and will automatically renew unless either party elects not to
continue the agreement. On February 8, 2000, the Board of Directors appointed
Mr. Lindenmayer as President and increased his annual base salary to $180,000.
On February 23, 2000 the Board of Directors awarded an initial grant of 100,000
shares of IFT's common stock to Mr. Lindenmayer for his appointment as President
and Chief Operating Officer.
On July 13, 1999 IFT entered into an employment agreement with Jonathan R.
Burst for services as President and Chief Executive Officer. Mr. Burst received
a base pay of $1,000 per month plus 10,000 shares of IFT's common stock during
the initial term, which expired in January 2000, for an aggregate of 60,000
shares. The agreement was extended during January 2000 with Mr. Burst serving as
Chief Executive Officer with an annual base salary of $180,000, a minimum stock
compensation of 6,000 shares per month and a bonus award as deemed appropriate
by the Board of Directors of IFT. The new agreement extends through December 31,
2000 and will automatically renew unless either party elects not to continue
with the agreement. On February 23, 2000 the Board of Directors granted Mr.
Burst 100,000 shares of IFT's common stock for his services as Chief Executive
Officer.
<PAGE>
On February 23, 2000, the Board of Directors passed a resolution
authorizing stock awards to be paid in the amount of 100,000 shares of IFT's
common stock to each of Messers Burst and Lindenmayer upon the execution of a
subordinated debt financing agreement providing for funding to cover the Company
budget for the next 24 months, progress toward creation and enactment of IFT's
Business Plan and the initiation of final protocol testing for the reference
standard fuel.
Stock Option Awards
IFT currently does not have any plan or agreement related to the grant of
stock option awards for employees or directors.
Compensation of Directors
On February 23, 2000, the Board of Directors adopted the Director's Stock
Compensation Plan, which provides for an annual award of 10,000 shares of IFT's
common stock to the Board members as reimbursement for attendance at Company
Board meetings. Each Board member will be awarded an additional 1,000 shares of
IFT's common stock for every three-telephone conference call Board meetings
attended.
COMPANY PERFORMANCE
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act or under the Exchange Act,
except to the extent IFT specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
IFT DATE RUSSELL
7.5 Dec-98 4.22
3.4 Mar-99 3.98
2.9 Jun-99 4.58
4.15 Sep-99 4.22
4.38 Dec-99 5.05
2.5 Mar-00 5.32
The above graph compares the performance of IFT from December 1998, the
quarter that IFT'S common stock commenced trading on the NASDAQ Bulletin Board,
through March 31, 2000, against the performance of the Russell 2000 Index for
the same period.
<PAGE>
CHANGE IN YEAR-END
Following IFT's merger with Blencathia Acquisition Corporation in October
1999, IFT adopted a new fiscal year-end date of December 31, versus the previous
March 31 year-end date. The Board of Directors ratified the new fiscal year-end
date in February 2000.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the 2001
Annual Meeting of Stockholders must be received by IFT no later than December 1,
2000 for inclusion in the Board of Directors' proxy statement and form of proxy
relating to that meeting.
Shareholders of record who do not submit proposals for inclusion in the
proxy statement but who intend to submit a proposal at the 2001 Annual Meeting,
and shareholders of record who intend to submit nominations for directors at the
meeting, must provide written notice. Such notice should be addressed to the
Corporate Secretary and received at IFT's principal executive offices by January
19, 2001.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Annual Meeting. However, if other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Annual Meeting, please sign the proxy and return it in the enclosed envelope.
A COPY OF IFT'S TRANSITIONAL REPORT ON FORM 10-K WILL BE SENT WITHOUT
CHARGE TO ANY STOCKHOLDER REQUESTING IT IN WRITING FROM: INTERNATIONAL FUEL
TECHNOLOGY, INC., ATTENTION: PATTY FOLTZ, 7777 BONHOMME, SUITE 1920, ST. LOUIS,
MISSOURI 63105.
By Order of the Board of Directors,
/s/ Patty Foltz
Patty Foltz
Secretary
Dated May 26, 2000
<PAGE>
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
--------------------------------------------------------------------------------
[IFT LOGO APPEARS HERE]
PROXY FOR
INTERNATIONAL FUEL TECHNOLOGY, INC.
ANNUAL MEETING OF SHAREHOLDERS
JUNE 16, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William J. Lindenmayer, Jonathan R. Burst
and Patty Foltz, and each or any of them as Proxies of the undersigned with full
power of substitution, and hereby authorizes them to represent and to vote, as
designated on the reverse side, all of the shares of Common Stock of
International Fuel Technology, Inc. held of record by the undersigned on May 12,
2000 at the Annual Meeting of Shareholders of International Fuel Technology,
Inc. to be held June 16, 2000, or at any adjournment thereof.
--------------------------------------------------------------------------------
<PAGE>
[IFT LOGO APPEARS HERE] VOTE BY MAIL -
INTERNATIONAL FUEL TECHNOLOGY, INC. Mark, sign and date your proxy card and
C/O PROXY SERVICES return it in the postage-paid envelope
P.O. BOX 9141 we've provided or return to
FARMINGDALE, NY 11735-9769 International Fuel Technology, Inc.,
c/o ADP, 51 Mercedes Way, Edgewood, NY
11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
IFTPRX KEEP THIS PORTION FOR YOUR RECORDS
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
--------------------------------------------------------------------------------
INTERNATIONAL FUEL TECHNOLOGY, INC.
The Board of Directors recommends a vote FOR Proposal Nos. 1 and 2. This
Proxy, when properly executed, will be voted as specified below. This proxy
will be voted FOR Proposals Nos. 1 and 2 if no specification is made.
Vote On Directors
1. 01) Fred K. Jensen, 02) Jonathan R. Burst, 03) William J. Lindenmayer,
04) David B. Norris, 05) Harry Demetriou
Ratification of Accountants For Against Abstain
2. To ratify the selection of BDO Seidman, LLP [_] [_] [_]
as independent public accountants for the
Company.
3. In their discretion, the Proxies are authorized
to vote upon such other matters as may properly
come before the meeting.
For Withhold For All To withhold authority to vote, mark "For All
All All Except Except" and write the nominee's number on the
line below.
[_] [_] [_]
---------------------------------------------
Please sign exactly as your name(s) is (are) shown on the share certificate to
which the Proxy applies. When shares are held by joint tenants, both should
sign. When signing as an 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.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
------------------------------------------- ---------------------------------
------------------------------------------- ---------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
--------------------------------------------------------------------------------
