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TABLE OF CONTENTS
Page No.
DEFN14A 2
Notice of Special Shareholder Meeting (EX-22) 3
Proxy Statement 4
Proxy 9
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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
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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
Idaho Technical, Inc.
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- -
(Name of Registrant as Specified In Its Charter)
David A. Miller
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- -
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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IDAHO TECHNICAL, INC.
1408 Westwood Court
Sandpoint, Idaho 83864
January 10, 2000
NOTICE OF SPECIAL SHAREHOLDERS' MEETING
NOTICE IS HEREBY GIVEN THAT the meeting of shareholders of Idaho
Technical, Inc. (the "Corporation"), shall be held on January 24, 2000, at
10:00 a.m., Pacific time, at 1408 Westwood Ct., Sandpoint, Idaho, 83864
The shareholders will deliberate and take action on the following
matters:
1. TO CHANGE THE STATE OF INCORPORATION FROM IDAHO TO NEVADA.
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
The foregoing items of business are more fully described in the Proxy Statement
that accompanies this Notice.
The board of directors has fixed the close of business on January 10,
2000 as the shareholder of record date. Only those shareholders, which were
shareholders of record at the close of business on said date, will be
entitled to vote in person or by proxy at the meeting or any adjournment
thereof.
All stockholders are cordially invited and encouraged to attend the
Meeting. In any event, to ensure your representation at the Meeting,
please carefully read the accompanying Proxy Statement which describes the
matters to be voted on at the meeting and sign, date, and return the enclosed
proxy card in the reply envelope provided. Should you receive more than one
proxy because your shares are registered in different names and addresses, each
proxy should be returned to assure that all of your shares will be voted. If
you attend the Meeting and vote by ballot, your proxy will be revoked
automatically and only your vote at the Meeting will be counted. The
prompt return of your proxy card will assist us in preparing for the
Meeting.
We look forward to seeing you at the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
of Idaho Technical, Inc.
/S/ Dale F. Miller
-----------------------------
Dale F. Miller
President
Dated: January 10, 2000
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PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF
IDAHO TECHNICAL, INC.
TO BE HELD JANUARY 24, 2000
GENERAL
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Idaho Technical, Inc., an Idaho Corporation (the
"Company"), of proxies to be voted at the Meeting of Stockholders (the "
Meeting") to be held on January 24, 2000, or at any adjournment or postponement
thereof, for the purposes set forth in the accompanying Notice of Meeting of
Stockholders. Stockholders of record on January 10, 1999 will be entitled to
vote at the Meeting. The Meeting will be held at 10:00 a.m., Pacific standard
time, at 1408 Westwood Ct., Sandpoint, Idaho, 83864
It is anticipated that this Proxy Statement and the enclosed proxy
card will be first mailed to stockholders on or about January 10, 2000.
VOTING RIGHTS
The close of business on January 10, 2000 was the record date for
stockholders entitled to notice of and to vote at the Meeting and any
adjournments thereof. At the record date, the Company had approximately
2,797,130 shares of its Common Stock outstanding and entitled to vote at the
Meeting, held by approximately 43 stockholders. Holders of Common Stock are
entitled to one vote for each share of Common Stock so held. In the election
of Directors, however, cumulative voting is authorized for all stockholders if
any stockholder gives notice at the meeting, prior to voting for the election
of Directors, of his or her intention to cumulate votes. Under cumulative
voting, a stockholder may cumulate votes and give to one nominee a number of
votes equal to the number of Directors to be elected (seven at this meeting)
multiplied by the number of votes to which such stockholder is entitled, or may
distribute such number among any or all of the nominees. The seven candidates
receiving the highest number of votes will be elected. The Board of Directors
is soliciting discretionary authority to vote proxies cumulatively. A majority
of the shares of Common Stock entitled to vote will constitute a quorum for the
transaction of business at the Meeting.
If any stockholder is unable to attend the Meeting, such stockholder
may vote by proxy. The enclosed proxy is solicited by the Company's
Board of Directors, (the "Board of Directors" or the "Board") and, when the
proxy card is returned properly completed, it will be voted as directed by the
stockholder on the proxy card. Stockholders are urged to specify their choices
on the enclosed proxy card. If a proxy card is signed and returned without
choices specified, in the absence of contrary instructions, the shares of
Common Stock represented by such proxy will be voted FOR all of the Proposals
and will be voted in the proxy holders' discretion as to other matters that may
properly come before the Meeting.
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An affirmative vote of a plurality of the shares present or
represented at the meeting and entitled to vote is required for proposal.
Abstentions and broker non-votes each are included in determining the presence
or absence of a quorum, and each is tabulated separately. Abstentions are
counted as negative votes, whereas broker non-votes are not counted for
purposes of determining whether the Proposals presented to stockholders have
been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy has the power to revoke it at any time
before its exercise. A proxy may be revoked by filing with the Secretary of the
Company an instrument of revocation or a duly executed proxy bearing a later
date, or by attending the Meeting and voting in person.
SOLICITATION OF PROXIES
The Company will bear the cost of soliciting proxies. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
to forward to such beneficial owners. The Company may reimburse such persons
for their costs of forwarding the solicitation material to such beneficial
owners.
The original solicitation of proxies by mail may be supplemented by
solicitation by telephone, telegram, or other means by directors, officers,
employees or agents of the Company. No additional compensation will be paid to
these individuals for any such services. Except as described above, the Company
does not intend to solicit proxies other than by mail.
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PROPOSAL NO. 1:
CHANGE OF STATE OF INCORPORATION
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The Company is asking the stockholders to approve of a change to the
Companys' state of incorporation from Idaho to Nevada. The affirmative vote of
the holders of a majority of the shares represented and voting at the Meeting
will be required to approve such a change. The Board of Directors shall retain
the discretion to actually implement the change.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1999 (except
where indicated by asterisk), information regarding the beneficial ownership of
our common stock by each person we know to own five percent or more of the
outstanding shares, by each of the directors and officers, and by the
directors and officers as a group.
Beneficial ownership has been determined in accordance with Rule 13d-3
of the Securities Exchange Act of 1934. Generally, a person is deemed
to be the beneficial owner of a security if he has the right to acquire
voting or investment power within 60 days.
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Unless otherwise indicated, all addresses are at our office.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
Common David A. Miller(1) 503,000 17.9%
P.O. Box 396
Murray, Idaho 83874
Common C.F Pears 900,000 32.1%
P.O. Box 85
Silverton, Idaho 83867
Common Dale F. Miller(1) 354,000 12.6%
P.O. Box 396
Murray, Idaho 83874
Common Sam Petersen 330,000 11.7%
The Academy
Room 302
1216 N. Superior
Spokane,
Washington 99202
Common Helen Cornell 225,000 08.0%
1284 Woodlawn Dr.
Hayden, Idaho 83835
Common Jeanne B. Miller(1) 153,000 05.4%
P.O. Box 142
Clark Fork, Idaho 83811
Common All Officers and
Directors as a
Group (3 persons) 1,010,000 36%
(1) Officer and Director of the Company.
The balance of the Company's securities are held by forty persons.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and greater than ten percent
(10%) stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based upon (i) the copies of Section 16(a) reports which the Company
received from such persons for their 1998 fiscal year transactions in the
Common Stock and their Common Stock holdings, and (ii) the written
representations received from one or more of such persons that no Form 5
reports were required to be filed by them for the 1998 fiscal year, the Company
believes that all executive officers and Board members complied with all their
reporting requirements under Section 16(a) for such fiscal year.
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FORM 10-KSB
THE COMPANY HAS NOT BEEN REQUIRED TO FILE A REPORT ON FORM 10-KSB WITH
THE SECURITIES AND EXCHANGE COMMISSION.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION (1)
No officer or director receives any compensation from the Company.
CERTAIN TRANSACTIONS
There have been no transactions of the Companys' stock since the original
issuance of stock to the founders.
OTHER BUSINESS
The Board of Directors knows of no other business that will be
presented for consideration at the Meeting. If other matters are properly
brought before the Meeting, however, it is the intention of the persons
named in the accompanying proxy to vote the shares represented thereby on such
matters in accordance with their best judgment.
The enclosed proxy gives the Proxy Committee discretionary authority
to vote your shares in accordance with its best judgment with respect to all
additional matters which might come before the meeting. In addition to
the scheduled items of business, the meeting may consider stockholder proposals
omitted from the Proxy Statement and form of proxy pursuant to the Proxy Rules
of the Securities and Exchange Commission and matters related to the conduct of
the meeting. At the time this Proxy Statement went to press, the Board of
Directors was not aware of any such matter, which would be presented for action
at the meeting.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's Meeting of stockholders must be received by the Company on or before
January 14, 2000 in order to be included in the proxy statement and proxy
relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
of Idaho Technical, Inc.
/s/ Dale F. Miller
_________________________
Dale F. Miller
President
January 10, 2000
IMPORTANT
IF YOU ARE GOING TO VOTE BY MAIL, WE ENCOURAGE YOU TO SPECIFY YOUR
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CHOICES BY MARKING THE APPROPRIATE BOXES ON THE ENCLOSED PROXY CARD. HOWEVER,
YOU DO NOT NEED TO MARK ANY BOXES IF YOU WISH TO VOTE ACCORDING TO THE BOARD OF
DIRECTORS' RECOMMENDATIONS; JUST SIGN, DATE AND RETURN THE PROXY IN THE
ENCLOSED ENVELOPE. IF YOU ARE GOING TO VOTE YOUR PROXY BY TELEPHONE OR THE
INTERNET, SIMPLY FOLLOW THE INSTRUCTIONS ON THE ENCLOSED FORM. THANK YOU FOR
YOUR COOPERATION AND YOUR PROMPT RESPONSE.
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PROXY
IDAHO TECHNICAL, INC.
MEETING OF SHAREHOLDERS
January 10, 2000
The undersigned shareholder(s) hereby appoints David Miller, Secretary
of the Corporation to represent and to vote the stock of the undersigned at the
Meeting of its stockholders to be held on January 24, 2000 and any adjournments
thereof.
THE BOARD OF DIRECTORS RECOMMENDS VOTE FOR THE PROPOSAL.
1. VOTED FOR [ ] AGAINST [ ] the proposal to change the State of
Incorporation from Idaho to Nevada
2. VOTED FOR [ ] AGAINST [ ]_ such matters as may properly come before
the Meeting or any adjournment thereof.
THE PROXY WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON THIS
CARD. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE
YOUR SHARES FOR THE PROPOSALS ON THE REVERSE SIDE.
PLEASE VOTE, DATE, AND SIGN. RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
MARK THIS BOX IF AN ADDRESS CHANGE OR COMMENT HAS BEEN NOTED ON THE REVERSE
SIDE OF THIS CARD. [ ]
NAME:______________________________
NUMBER OF SHARES:__________________
NOTE: Please sign as name appears.
Joint owners should each sign.
Dated: , 2000
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Signature of Shareholder
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Co-Owners sign here
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH.
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