<PAGE>
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
ALLERGY IMMUNO TECHNOLOGIES
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) 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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ALLERGY IMMUNO TECHNOLOGIES
1531 MONROVIA AVENUE
NEWPORT BEACH, CALIFORNIA 92663
To Our Stockholders:
On January 7, 2000, the holders of a majority of the outstanding voting
securities (the "Consenting Stockholders") of ALLERGY IMMUNO TECHNOLOGIES ("AIT"
or the "Company") executed written consents approving the following action by
the Company:
Election of three (3) Directors to serve until the next annual
meeting of stockholders and until their respective successors
are duly elected and qualified.
The Board of Directors had previously approved the above actions and
fixed the close of business on December 17, 1999 as the record date for the
determination of stockholders entitled to vote with respect to the above
actions. The Consenting Stockholders, whose shares represent approximately
80.84% of the Company's outstanding voting securities entitled to vote, have
consented to the above action. Therefore, no annual meeting of stockholders will
be held. Management is not soliciting proxies in connection with this
Information Statement and stockholders are requested not to send proxies to the
Company. A copy of the Company's Annual Report on Form 10-KSB for the fiscal
year ended May 31, 1999, which included audited financial statements of the
Company, will be mailed with this Information Statement to all stockholders of
record as of the record date.
Your attention is directed to the enclosed Information Statement.
By Order of the Board of Directors
/s/ Zackary S. Irani
----------------------------------
Zackary S. Irani
Chief Executive Officer
Newport Beach, California
May 30, 2000
<PAGE>
ALLERGY IMMUNO TECHNOLOGIES
1531 MONROVIA AVENUE
NEWPORT BEACH, CALIFORNIA 92663
--------------------------------------------
INFORMATION STATEMENT
--------------------------------------------
INTRODUCTION
This Information Statement is furnished by the Board of Directors of
ALLERGY IMMUNO TECHNOLOGIES, INC. (the "Company") in connection with the
election of Directors. This Information Statement and enclosed materials are
first being sent on or before the close of business on May 30, 2000, to
stockholders of record as of December 17, 1999 (the "Record Date"). On January
7, 2000, the holders of a majority of the outstanding voting securities of the
Company on the Record Date (the "Consenting Stockholders") executed written
consents approving the action. The Company will cause the election of Directors
to become effective twenty (20) days after this Information Statement is first
sent to the stockholders.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
OUTSTANDING SECURITIES AND VOTING RIGHTS
As of the Record Date, there were issued and outstanding 17,170,390
shares of the Company's Common Stock, $.001 par value (the "Common Stock" or the
"Voting Securities"), for the purpose of determining stockholders entitled to
receive this Information Statement. The Consenting Stockholders held
approximately 13,881,458 shares of Common Stock or approximately 80.84% of the
Company's issued and outstanding Voting Securities.
Each holder of Voting Securities would normally be entitled to one vote
in person or by proxy for each share of Voting Securities in his or her name on
the books of the Company, as of the Record Date, on any matter submitted to the
vote of the stockholders. However, under Delaware law, any action which may be
taken at any stockholders' meeting may be taken by written consent of the
requisite number of stockholders required to take such action. On January 7,
2000, the Consenting Stockholders, who hold approximately 80.84% of the
Company's outstanding Voting Securities, consented to the election of Directors
as set forth herein. Therefore, the Company is not soliciting proxies and will
not hold a meeting on these matters.
1
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ELECTION OF DIRECTORS
INFORMATION CONCERNING NOMINEES
The Bylaws of the Company authorize the Board of Directors to fix the
number of Directors between three (3) and twelve (12). The Board of Directors
has fixed the number of Directors at three (3) and nominated the persons listed
below for election to the Board. Three (3) of the three (3) nominees are
incumbent Directors. Each Director will be elected to hold office until the next
annual meeting of stockholders and until his or her successor has been duly
elected and qualified.
Each of the nominees has consented to be named in this Information
Statement and has consented to serve as a Director. However, should any nominee
named herein for the office of Director become unable or unwilling to accept
nomination or election, the Board of Directors may recommend and nominate
another person in the place and stead of such person. The Board of Directors has
no reason to believe that any substitute nominee will be required.
Zackary S. Irani, 33, is Director, Chief Executive Officer and Chairman
of the Board of AIT. He is currently President and Chairman of Biomerica, Inc.,
("Biomerica") which owns 74.53% of AIT. He has been with Biomerica over twelve
years and holds a B.S. degree from Chapman University and an MBA from the
University of California, Irvine. Mr. Irani serves as a director of Lancer
Orthodontics and Biomerica and has been a director of AIT since 1992.
Dr. Robert Orlando, 62, serves as the Medical Director of AIT and has
been a member of the board since 1986. Dr. Orlando is a pathologist as well as a
biophysicist and immunologist. Dr. Orlando, a graduate of the New Jersey
University of Medicine and the University of Chicago, is the Chief Pathologist
at Beverly Hospital. Dr. Orlando is a director of Biomerica and Lancer
Orthodontics. Dr. Orlando has been a director of AIT since 1986.
Janet Moore, 49, serves as Director, Secretary, Chief Financial Officer
and Chief Accounting Officer of AIT. She has worked for Biomerica for over
twenty-two years and holds a B.S. degree in business from Pepperdine University.
She is a Director of Lancer Orthodontics and Biomerica. Janet Moore has been a
Director of AIT since April 1997.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors meets during its fiscal year to review
significant developments affecting the Company and to act on matters requiring
Board approval. The Board of Directors met one (1) time and acted by unanimous
written consent one (1) time during the 1999 fiscal year. During that period,
all members of the Board participated in at least 75% of all Board and
applicable committee meetings.
2
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The Company does not compensate Directors for service on the Board of
Directors. The Company did not grant any stock options to any of the Company's
Directors during the 1999 fiscal year.
THE CONSENTING STOCKHOLDERS
Stockholders of the Company and two of the Directors of the Company,
representing voting rights equal to approximately 80.84% of the shares entitled
to vote on Company matters, have delivered written consents to the election of
the above nominees as Directors of the Company to serve until the next annual
meeting of stockholders and until their successors are duly elected and
qualified as set forth in this Information Statement.
The names of such stockholders (the "Consenting Stockholders") and the
number of shares of Common Stock such persons are entitled to vote on matters
such as those proposed in this Information Statement are as follows:
Number of Common Percentage of
Shares Entitled to Vote Common Stock
Name As of Record Date As of Record Date(1)
---- ----------------- --------------------
Biomerica, Inc. (2) 12,797,108 74.53%
Zackary Irani(3) 12,927,108 75.28%
Dr. Irene Haydik 90,250 *
Janet Moore(4) 864,100 5.03%
Total: 13,881,458 80.84%
-------------------------
*Recipients less than one percent of the class of shares
(1) Beneficial ownership is determined in accordance with the applicable
rules under the 1934 Act. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of
Common Stock subject to options held by that person that are currently
exercisable, or become exercisable within 60 days from the date hereof,
are deemed outstanding. However, such shares are not deemed outstanding
for purposes of computing the percentage ownership of any other person.
Percentage ownership is based on 17,170,390 shares of Common Stock
outstanding
(2) Shares controlled by Zackary Irani
(3) Includes 12,797,108 shares owned by Biomerica, Inc. and controlled by
Zackary Irani by virtue of his position as President of Biomerica, Inc.
(4) Includes 20,000 shares of Common Stock owned by Ms. Moore's minor children.
These shares represent approximately 80.84% of the outstanding Voting
Securities of the Company. Therefore, the proposals have been approved by
written consent of the Consenting Stockholders and will take effect 20 days
after the Information Statement is sent to stockholders.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term cash and
non-cash compensation paid by the Company for services rendered in all
capacities during the fiscal years ended May 31, 1999, 1998 and 1997 by the
Company's Chief Executive Officer and Chairman of the Board:
<TABLE>
<CAPTION>
Long-Term Compensation
-----------------------------------
Annual Compensation
Awards Payout
-----------------------------------------------------------------------------------------------------
Restricted
Name and Principal Position Fiscal Stock Options/ LTIP All Other
Year Salary($) Bonus($) Other($) Award(s)($) SARs(#) Payout($) Compensation($)(1)
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Zackary Irani 1999 -0- -0- -0- -0- -0- -0- -0-
Chief Executive Officer and 1998 -0- -0- -0- 50,000 -0- -0- -0-
Chairman of the Board(1)(2) 1997 -0- -0- -0- -0- -0- -0- -0-
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All other compensation in the form of perquisites and other personal
benefits has been omitted because the aggregate amount of such perquisites
and other personal benefits constituted the lesser of $50,000 or 10% of the
total annual salary and bonus of the named executive for such year.
(2) Biomerica charges the Company a monthly administrative fee of $1,350 which
covers accounting, telephone, executive services, office supplies and other
miscellaneous expenses. Mr. Irani is not paid a salary by Biomerica for his
services to the Company, however, included in the $1,350 per month is $500
for Mr. Irani's services to the Company.
EMPLOYMENT AGREEMENTS
There are no employment agreements between the Company and its
employees.
STOCK OPTION GRANTS
No options were granted during the fiscal year ended May 31, 1999.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth information, as of May 30, 2000,
concerning shares of the Company's Voting Securities beneficially owned by (i)
each stockholder known by the Company to be the beneficial owner of more than 5%
of any class of the Company's outstanding Voting Securities, (ii) each Director
of the Company, and (iii) all officers and Directors of the Company as a group.
Unless otherwise indicated, each person listed has sole voting and investment
power over the shares beneficially owned by him or her, and the address of each
person listed is the same as that of the Company's principal office located at
1531 Monrovia Avenue, Newport Beach, California 92663.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership(1) of Class
-------------- ------------------- ----------------------- --------
<S> <C> <C> <C>
Common Stock Biomerica, Inc. (2) 12,797,108 74.53%
Common Stock Zackary Irani(3) 12,952,108 75.43%
Common Stock Robert Orlando 162,000 *
Common Stock Janet Moore(4) 865,350 5.03%
All Directors and officers Common Stock 13,979,458 81.41%
as a Group (3 persons)
</TABLE>
-------------------------
(1) Beneficial ownership is determined in accordance with the applicable rules
under the 1934 Act. In computing the number of shares beneficially owned by
a person and the percentage ownership of that person, shares of Common
Stock subject to options held by that person that are currently
exercisable, or become exercisable within 60 days from the date hereof, are
deemed outstanding. However, such shares are not deemed outstanding for
purposes of computing the percentage ownership deemed outstanding of any
other person. Percentage of ownership is based on 17,170,390 shares of
Common Stock outstanding.
(2) Shares controlled by Zackary Irani
(3) Includes 12,797,108 shares owned by Biomerica, Inc. and controlled by
Zackary Irani by virtue of his position as President of Biomerica, Inc.
(4) Includes 20,000 shares of Common Stock owned by Ms. Moore's minor children.
*Represents less than 1% of the class of shares
5
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ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING FINANCIAL STATEMENTS AND NOTES
THERETO, IS BEING MAILED TO EACH STOCKHOLDER TOGETHER WITH THIS INFORMATION
STATEMENT. ADDITIONAL COPIES OF THE ANNUAL REPORT MAY BE OBTAINED BY
STOCKHOLDERS WITHOUT CHARGE BY WRITING TO THE COMPANY AT THE ADDRESS OF THE
COMPANY SET FORTH ON THE COVER OF THIS INFORMATION STATEMENT.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and certain of its officers, and persons who own more than
10% of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, Directors and greater than 10% stockholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form 5s were
required for those persons, the Company believes that during the fiscal year
ended May 31, 1999, all filing requirements applicable to its officers,
Directors and greater than 10% beneficial owners were complied with during the
fiscal year.
OTHER BUSINESS
No further business will be transacted by Written Consent to corporate
action in lieu of a meeting of stockholders to which this Information Statement
pertains.
6
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COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its
Board of Directors, and the Company will bear the costs of distributing this
Information Statement to stockholders, including the expense of preparing,
assembling, printing, and mailing the Information Statement and attached
materials. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses, and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding this Information
Statement and related materials to stockholders. The Company may pay for and use
the services of other individuals or companies not regularly employed by the
Company in connection with the distribution of this Information Statement if the
Board of Directors of the Company determines that this is advisable.
By the order of the Board of Directors
/s/ Zackary S. Irani
--------------------------------------
Zackary S. Irani
Chief Executive Officer
Newport Beach, California
May 30, 2000
7
