AIR PACKAGING TECHNOLOGIES, INC.
25620 Rye Canyon Road
Valencia, California 91355
June 15, 2000
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to be
held on Monday, July 17, 2000, at 2:00 PM at the offices of Air Packaging
Technologies, Inc. at 25620 Rye Canyon Road, Valencia, California 91355.
The Notice of Annual Meeting and Proxy Statement that follow describe the
business to be conducted at the meeting.
Whether or not you plan to attend the meeting in person, it is important that
your shares be represented and voted. After reading the enclosed Notice of
Annual Meeting and Proxy Statement, I urge you to promptly complete, sign, date
and return the enclosed proxy card in the envelope provided.
Your vote is very important, and we appreciate a prompt return of your signed
Proxy card.
We hope to see you at the meeting.
Sincerely yours,
/s/ Donald M. Ochacher
Donald M. Ochacher
Chairman of the Board, President and Chief Executive Officer
<PAGE>
AIR PACKAGING TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY JULY 17, 2000
To the Shareholders of AIR PACKAGING TECHNOLOGIES, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of Air Packaging
Technologies, Inc. (the Company) will be held on Monday, July 17, 2000, at 2:00
PM at the offices of the Company, 25620 Rye Canyon Road, Valencia California,
for the following purposes:
1. To elect four directors to hold office until the next Annual Meeting
of Shareholders and until their respective successors have been duly
elected and qualified;
2. To authorize the adoption of a Stock Option Plan for the period July
1, 2000 to June 30, 2001.
3. To appoint BDO Seidman, LLP as independent auditors for the fiscal
year ending December 31, 2000;
4. To transact other such business as may properly come before the Annual
Meeting or any adjournments thereof.
Shareholders of record at the close of business on June 15, 2000 are entitled to
notice of and to vote at the Annual Meeting or any adjournment thereof.
By order of the Board of Directors
/s/ Janet L. Maxey
Janet L Maxey
Corporate Secretary
June 15, 2000
All shareholders are cordially invited to the meeting in person. Whether or not
you expect to attend the meeting, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. The giving of your Proxy will
not affect your right to vote in person should you later decide to attend the
meeting.
<PAGE>
AIR PACKAGING TECHNOLOGIES, INC.
25620 RYE CANYON ROAD
VALENCIA, CA 91355
PROXY STATEMENT
General Information
This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Air Packaging Technologies, Inc., (the Company) for
the Annual Meeting of Shareholders to be held on Monday, July 17, 2000 and any
postponements or adjournments thereof. Any shareholders giving a Proxy may
revoke it before or at the meeting by providing a proxy bearing a later date or
by attending the meeting and expressing a desire to vote in person. All proxies
will be voted as directed by the shareholder on the Proxy card; and, if no
choice is specified, they will be voted (1) "FOR" the four directors nominated
by the Board of Directors; (2) "FOR" to authorize the adoption of a Stock Option
Plan for the period Jule 1, 2000 to June 30, 2001; (3) "FOR" the appointment of
BDO Seidman, LLP as independent auditors for the fiscal year ending December 31,
2000, and (4) in the discretion of the persons acting as Proxies, for any other
matters.
Your cooperation in promptly returning the enclosed Proxy will reduce the
Company's expenses and enable its management and employees to continue their
normal duties for you benefit with minimum interruption for follow-up proxy
solicitation.
Only shareholders of record at the close of business on June 15, 2000 are
entitled to receive notice of and to vote at the meeting. On that date, the
Company had outstanding 10,758,358 shares of Common Stock. The shares of Common
Stock vote as a single class. Holders of shares of Common Stock on the record
date are entitled to one vote for each share held. The presence at the Annual
Meeting, either in person or by proxy, of the holders of a majority of the
shares of Common Stock issued, outstanding and entitled to vote is necessary to
constitute a quorum for the transaction of business.
A majority of votes present or represented at the meeting, assuming a quorum in
present, is required for all matters to be voted upon at this meeting. In
accordance with Delaware law, abstentions and "broker non-votes" (i.e. proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owners or other persons entitled to vote shares
as to a matter with respect to which brokers or nominees do not have
discretionary power to vote) will be treated as present for purposes of
determining the presence of a quorum. For purposes of determining approval of a
matter presented at the meeting, abstentions will be deemed present and entitled
to vote and will, therefore, have the same legal effect as a vote "against" a
matter presented at the meeting. Broker non-votes will be deemed not entitled to
vote on the matter as to which the non-vote is indicated and will, therefore,
have no legal effect on the vote on such matter.
This Proxy Statement and the accompanying Notice of Annual Meeting and form of
Proxy are being mailed or delivered to shareholders on or about June 16, 2000.
In the event that sufficient votes in favor of the proposals are not received by
the date of the Annual Meeting, the persons named as proxies may propose one or
more adjournments of the Annual Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the shares of Common Stock present in person or by proxy at the
Annual Meeting. The persons names as proxies will vote in favor of such
adjournment or adjournments.
The cost of preparing, assembling, printing, and mailing the materials, the
Notice and the enclosed form of Proxy, as well as the cost of soliciting proxies
relating to the Annual Meeting, will be borne by the Company. The Company will
request banks, brokers, dealers, and voting trustees or other nominees to
forward solicitation materials to their customers who are beneficial owners of
shares, and will reimburse them for the reasonable out-of-pocket expenses of
such solicitations. The original solicitation of Proxies by mail may be
supplements by telephone, telegram, personal solicitation or other means by
officers and other regular employees or agents of the Company, but no additional
compensation will be paid to such individuals on account of such activities.
<PAGE>
Please mark, date and sign the enclosed proxy and return it at an early date in
the enclosed postage prepaid return envelope so that, if you are unable to
attend the Annual Meeting, your shares may be voted.
PROPOSAL #1.
Election of Directors
The management proposes to nominate the four persons named in the following
table for election as directors of the Company. Each director will hold office
until the next Annual Meeting or until his successor is duly elected or
appointed, unless his office is earlier vacated in accordance with the Bylaws of
the Company or he becomes disqualified to act as a director.
The Bylaws of the Company authorize a Board of Directors of between four and
nine directors. The Company has currently fixed the number of directors at four.
Under Delaware law and the Company's Articles of Incorporation, shareholders of
record on the record date will be entitled to one vote for each share held when
voting for directors.
Unless otherwise instructed, the Company's Proxy holders intend to vote the
shares of Common Stock represented by the Proxies in favor of the election of
these nominees. If for any reason any of these nominees will be unable or
unwilling to serve, the shares represented by the enclosed Proxy will be voted
for the election of the balance of those named and such other person or persons
as the Board of Directors may recommend. The Board of Directors has no reason to
believe that any such nominee will be unable or unwilling to serve.
The Company's nominees and directors are listed below, together with their ages,
offices with the Company and year in which each became a director of the
Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE ELECTION OF THE FOUR NOMINEES FOR DIRECTOR.
Name Age Position Since
----------------- ----- ----------------------------- -------
Donald Ochacher (1) 62 Chairman, CEO & a Director 6/99
Wayne Case (1) 59 Director 11/98
Carl Stadelhofer. 46 Director 11/98
Marco Calmes 52 Director 5/00
(1) Member of the Audit Committee
Business Experience of Directors and Nominees during the Past Five Years:
Donald Ochacher - President and Chief Executive Officer and Chairman of the
Board of Directors of the Company since June 1999. Mr. Ochacher has been a
member of the New York bar since 1960 and was engaged in the private practice of
law specializing in corporate and tax law until 1973 when he became General
Counsel and Chief Financial and Administrative Officer of the Newark Group Ltd.,
a large privately owned Paper Company. Since 1985, he has been both an attorney
and business consultant and at various times, has served as President of
privately owned companies engaged in the paper, hazardous waste, real estate and
long distance telephone resale industries. From August 1997 to August 1998, he
was chief Financial Officer of Electric Entertainment Corp. Mr. Ochacher
graduated from the New York University School of Law in 1960, receiving a LL.B
degree and received his B.A degree from Cornell University in 1957.
Wayne Case - President and Chairman of the Board of Schmitt Industries, Inc.,
since November 1986, when he founded Schmitt Industries, Inc. ., a
publicly-listed company on the Nasdaq National Market and headquartered in
Portland Oregon. Mr. Case possesses over 30 years of manufacturing and marketing
experience and assists the Company with manufacturing and marketing issues. Mr.
Case holds a Bachelor of Arts Degree in Business and an MBA.
<PAGE>
Carl Stadelhofer - Attorney with Rinderknecht Klein & Stadelhofer in Switzerland
since July 1990. Mr. Stadelhofer is a French and Swiss citizen; admitted in
Switzerland 1982. Education: Law Schools of Zurich and Berne University
(lic.jur1979); Harvard Law School, Massachusetts; Georgetown University,
Washington, D.C. Mr. Stadelhofer specializes in banking and financing, mergers
and acquisitions, investment funds, international securities transactions and
international legal assistance.
Marco Calmes -Since March of 2000 Mr. Calmes has been coordinator of portfolio
management at SCF Societa Di Consulenza Finanziaria SA. From 1990 until 2000 he
had been employed by Banca Adamas Lugano as a portfolio manager and responsible
for the development of institutional clients. He has been in the banking
business in Switzerland since 1978. In 1968 he received a Bachelors degree. In
1969 he received a Masters in Business Administration from Michigan State
University.
Committees of the Board of Directors and Meetings
The Board of Directors currently has one committee: an Audit Committee. The
Company has neither an executive committee nor a compensation committee. The
directors do not have any specific policies for determining compensation of
executive officers.
The Audit Committee is currently comprised of Mr. Ochacher and Mr. Case.
The Audit Committee reviews and recommends to the Board, as it deems necessary,
the internal accounting and financial controls for the Company and the
accounting principles and auditing practices and procedures to be employed in
preparation and review of financial statements of the Company. The Audit
Committee makes recommendations to the Board concerning the engagement of
independent public accountants and the scope of the audit to be undertaken by
such accountants. The Audit Committee met one time during 1999.
The Company's Board of Directors met eight times during 1999 (including actions
by unanimous written consent). No director attended less than 75% of the
aggregate of all meetings of the Board of Directors and all Committees on which
he served.
Compensation of Directors
None of the Company's directors received any compensation during the most
recent fiscal year for serving in their position as a director. No plans have
been adopted to compensate directors in the future. However, in 1999 the Company
adopted the 1999 Employee Stock Option Plan which authorizes stock options to be
issued to directors.
The Company's Board of Directors may in the future, at its discretion,
compensate directors for attending Board and Committee meetings and reimburse
the directors for out-of-pocket expenses incurred in connection with attending
such meetings.
Management
Listed below are key employees of the Company who are not directors or nominees:
Janet L. Maxey, age 37, joined the Company in May 1991. She was appointed Chief
Financial Officer in July 1997. Ms. Maxey attended California State University,
Northridge, and earned a Bachelor of Science Degree in Business Administration.
Garry Newman, age 50, joined the Company in June 1997 as Vice President of
Manufacturing and Engineering. Prior to that, Mr. Newman was Engineering &
Quality Assurance Manager for Richmond Technology from October 1994 until he
joined the Company. Mr. Newman attended University of California, Davis, and
earned a Bachelor of Science Degree in Chemical Engineering.
Elwood Trotter, age 57, joined the Company in April 1989 and became Vice
President of Special Projects. Mr. Trotter attended Simon Frazer University in
British Columbia, Canada.
No director or executive officer serves pursuant to any arrangement or
understanding between him and any other person.
<PAGE>
Executive Compensation
-------------------------------
The following table sets forth the annual compensation paid and accrued by the
Company during its last three fiscal years to the Chief Executive Officer and
other executive officers to whom it paid in excess of $100,000, including cash
and issuance of securities.
<TABLE>
<CAPTION>
Summary Compensation
--------------------------------
Annual Compensation Awards Payouts
-------------------------------------------- --------------------- --------------
Other Secur-
Name Annual Restricted ities All Other
and Compen- Stock Underlying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs (#) ($) ($)
-------------- -------- ------------ ----------- ----------- ---------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donald
Ochacher . . . (1) 1999 42,900 n/a - - 40,000 - -
Chairman . . . 1998 n/a n/a - - - - -
Of the Bd. . . 1997 n/a n/a - - - - -
& CEO
Elwood . . . . 1999 109,200 n/a - - 75,000(3) - -
Trotter. . . . 1998 104,260 n/a - - 22,500 - -
Vice . . . . . 1997 97,200 n/a - - 2,500 - -
President
Sales &,
Marketing,
Former
Director
Garvin
McMinn(2)
Former . . . . 1999 89,808(4) n/a - - 115,000(3) - -
Chairman . . . 1998 162,154(5) n/a - - 65,000 - -
Of the Bd. . . 1997 81,346 n/a - - 15,000 - -
& CEO
------------------------
<FN>
(1)Donald Ochacher has been President and CEO of the Company since June 1999.
(2) Garvin McMinn resigned as officer and director effective June 4, 1999 and
entered into an amendment to his employment contract shifting has status to that
of a consultant over a one year term at a flat agreed fee of $5,000 per month,
for its term.
(3) Includes stock options which were granted in prior years but were repriced
during fiscal 1999.
(4)Includes $30,385 of payments in consulting fees.
(5)$81,000 was paid in stock through the issuance of 81,000 shares of Common
Stock of the Company.
</FN>
</TABLE>
<PAGE>
Options/SAR Grants in Last Fiscal Year
-------------------------------------------------
<TABLE>
<CAPTION>
Potential Realized Value
At Assumed Rates of Stock
Individual Price Appreciation for
Grants Option Term(b)
--------- ------------------------------------
No. Of Sec. % of Total
Underlying Options/SARs
Options/ Granted to Exercise
SARs Employees or Base
Granted (a) In Fiscal Price Expiration
Name (#) Year ($/Sh) Date 5% ($) 10%($)
---------------- ------------- ---------- ----------- ------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Donald Ochacher
Chairman of
The Board
& CEO 40,000 11% $ 1.50 12/31/04 - -
Elwood Trotter
Vice President
Sales &
Markeing &
Former
Director 35,000 10% $ 1.50 12/31/04 - -
20,000 6% $ 1.50 06/22/98 - -
2,500 1% $ 1.50 03/05/03 - -
2,500 1% $ 1.50 06/06/02 - -
15,000 4% $ 1.50 03/05/03 - -
Garvin McMinn
Former Chairman of
the Board
& CEO 35,000 10% $ 1.50 12/31/04 - -
40,000 11% $ 1.50 06/22/03 - -
25,000 7% $ 1.50 03/05/03 - -
15,000 4% $ 1.50 08/08/02 - -
-----------------------
<FN>
(a) Includes options which were repriced during fiscal 1999.
(b) These amounts, based on assumed appreciation rates of 5% and 10% rates
prescribed by the Securities and Exchange Commission rules are not intended to
forecast possible future appreciation, if any, of the Company's stock price. The
closing price at December 31, 1999 of the Company's Common Stock was $0.80 per
share.
</FN>
</TABLE>
The following table sets forth the number of shares covered by exercisable
and unexercisable options held by such executives on December 31, 1999, as
adjusted for a blanket reduction in all exercise prices on all outstanding
options, to $1.50 per share exercise price per resolutions adopted by the Board
of Directors on June 4, 1999, and the aggregate gains that would have been
realized had these options been exercised on December 31, 1999, even though
these options were not exercised, and the unexercisable options could not have
been exercised, on December 31, 1999. The Company did not issue stock
appreciation rights.
<PAGE>
<TABLE>
<CAPTION>
Number of Value of Unexercised
Securities Underlying in-the-Money
Shares Unexercised Options/SARs
Acquired Value options/SARs at at Fiscal Year End(a)
on Exercise Realized FY-End (#) ($)
Name $ $ Exercisable Unexercisable Exercisable Unexercisable
--------------- ----------- --------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Donald Ochacher - - 40,000 - - -
Elwood Trotter - - 75,000 - - -
Garvin McMinn - - 115,000 - - -
<FN>
(a) Market value of shares covered by in-the-money options on December 31,
1999, less option exercise price. Options are in-the-money if the market value
of the shares covered thereby is greater than the option exercise price based on
the last trading day in 1999 of $0.80 per share at a $1.50 per share exercise
price.
</FN>
</TABLE>
The Company has no Long-Term Incentive Plans and no Awards were made in its Last
Fiscal Year.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership
as of December 31, 1999, of the Company's Common Stock, by any person who is
known to the Company to be the beneficial owner of more than 5% of the Company's
voting securities and by each director and by officers and directors of the
Company as a group.
Beneficial(1) Percentage
Officers and Directors Ownership of Class (1)
---------------------------------------------- ------------ ------------
Donald Ochacher, Chairman, CEO and a Director(2) 42,500 0.5%
Janet Maxey, Chief Financial Officer(3) . . . 25,000 0.3%
Garry Newman, Vice President(4) . . . . . . . . 30,100 0.4%
Elwood C. Trotter, Vice President(5). . . . . . 104,986 1.2%
Wayne Case, Director (6). . . . . . . . . . . . 67,992 0.8%
Carl Stadelhofer, Director(7) . . . . . . . . . 223,333 2.6%
Marco Calmes. . . . . . . . . . . . . . . . . . -0- -0-
All current directors and
officers as a group (6 persons). . . . . . . . 493,911 5.8%
======= =======
5% Holders
----------------------------------------------
Schmitt Industries, Inc.(8). . . . . . . . . 1,375,716 16.1%
2765 N.W Nicolai Street
Portland OR 97210
Finter Bank Zurich.(9) . . . . . . . . . . . . 485,000 5.7%
Claridenstrasse 3S
CH-8022
Zurich Switzerland
<PAGE>
1.Assumes all outstanding stock options and all outstanding warrants have been
exercised and the subject shares have been issued and are outstanding.
2.Includes 40,000 stock options outstanding and exercisable at 12/31/99
3.Includes 25,000 stock options outstanding and exercisable at 12/31/99
4.Includes 30,000 stock options outstanding and exercisable at 12/31/99
5.Includes 75,000 stock options outstanding and exercisable at 12/31/99
6.Includes 40,000 stock options outstanding and exercisable at 12/31/99
7.Includes 40,000 stock options outstanding and exercisable at 12/31/99
8.Wayne Case, a Director of the Company,is a principal shareholder, President
and Chairman of the Board of Schmitt Industries, Inc.
9.Finter Bank Zurich holds these shares on behalf of various clients, none of
which is an officer, director, or affiliate of the Company. Under the laws of
the country of Switzerland, Finter Bank may not divulge the names of its
individual clients and, therefore, may be deemed the beneficial owner of
these shares, although Finter Bank Zurich disclaims any individual interest
in these shares.
On March 24, 2000, 100,000 stock options outstanding to officers were cancelled.
An additional 335,000 stock options were issued to officers which expire
December 31, 2004 and are subject to certain vesting terms.
CERTAIN RELATIONSHIPS
No director or executive officer serves pursuant to any arrangement or
understanding between him and any other person.
RELATED TRANSACTIONS
1. Wayne Case, a Director of the Company, also serves as the President and
Chairman of the Board of Schmitt Industries, Inc. Schmitt acquired during fiscal
1998, and the first quarter of 1999, an aggregate of 1,375,716 Shares of the
Company's Common Stock, from another principal shareholder. As of December 31,
1999, Schmitt held 1,375,716 shares of the Company's Common Stock and on a fully
diluted basis, represent 16.1% of the Company's outstanding Common Stock.
2. In December 1998, the Company issued 81,000 shares of its common stock in
settlement of $81,000 of debt owned to Garvin McMinn.
3. The Company issued 131,250 shares of common stock, through a private
placement, to Variety Investments, Ltd., a company owned by Don Farrell (a
former principal shareholder) during 1998. In December of 1998, 256,671 shares
of common stock were issued in exchange for debt owed to Farrell Financial in
the amount of $282,887, a company owned by Don Farrell.
4. On June 4, 1999, the Board of Directors adopted a 1999 Non Qualified Key Man
Stock Option Plan. This Plan authorized the issuance of up to 500,000 options to
acquire shares of the Company's common stock at an exercise price of not less
than 100% of the fair market value at the date of grant, and with the addition
of such additional terms at the date of grant as the Board of Directors
determines.
5. The Company has written employment agreements with two individuals: Elwood
Trotter and Janet Maxey, and a consulting agreement with Garvin McMinn.
Summaries of the provisions under the agreements follow.
<PAGE>
Garvin McMinn resigned as officer and director effective June 4, 1999 and
entered into a one year consulting agreement to provide consulting services as
needed at a flat agreed fee of $5,000 per month, for its term which expires May
31, 2000.
Elwood Trotter has a one-year employment contract that was amended June 1999 and
expires May 31, 2000. He receives $8,000 per month as Vice-President Special
Projects. In the event of his termination, he will receive only the compensation
earned up to the date of termination.
Janet Maxey has a one-year employment contract that was amended June 1999 and
expires May 31, 2000. She receives $3,574 per month as Chief Financial Officer.
In the event of her termination, she will receive only the compensation earned
up to the date of termination.
6. Donald Ochacher was retained as President and Chief Executive Officer of the
Company on June 4, 1999 at a salary of $6,500 per month. In addition, the Board
of Directors authorized the issuance of 40,000 options to acquire shares of the
Company's common stock at an exercise price of $1.50 per share and with other
terms and conditions as provided in the Company's 1999 Non Qualified Key Stock
Option Plan. No formal written agreement has been entered into between the
Company and Donald Ochacher.
Other than discussed above, the Company has no knowledge of any transaction or
series of transactions, since January 1, 1998, or any currently proposed
transaction, or series of transactions, to which the Company was or is to be
party, in which the amount involved exceeds $60,000, involving management, any
person owning 10% or more of the common stock, or any member of the immediate
family of any of the foregoing persons.
Management believes that the transactions with related parties were on
terms as favorable as the Company would have obtained from unaffiliated parties.
Section 16(a) Beneficial Ownership Reporting Compliance
The following Officers, Directors or Beneficial Owners of more than ten percent
of the Company's outstanding common stock failed to timely file reports required
under Section 16(a) of the Exchanges Act during 1999.
Transactions Not
Name Number of Late Filings Reported Timely
---------------- ----------------------- ----------------
Donald Ochacher One None*
Elwood Trotter One None*
Garry Newman One None*
Janet Maxey One None*
Wayne Case Two One
Carl Stadelhofer One None*
*Report that was filed late was Form 3, Initial Statement of Beneficial
Ownership of Securities. Therefore, no transaction was involved.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE ELECTION OF THE FOUR NOMINEES FOR DIRECTOR.
Proposal #2.
Authorize Adoption of Stock Option Plan
The Company may grant stock options to its senior officers, directors, employees
and select key persons associated with the Company, subject to the terms of a
Stock Option Plan to be adopted by the Board of Directors.
<PAGE>
The plan is intended to provide stock options to be granted to officers,
directors, consultants, and employees of the Company. Each individual grant is
determined by the Board of Directors. The exercise price of the options will be
no less than the market price of the Company's common stock at the date of
grant. No determination has been made as to who, if anyone, will receive stock
options during the period of this plan. For the year ended December 31, 1999,
the following individuals were all granted stock options at $1.50 per share:
Name Position (if any) Options granted
-------- ----------------- ------------------
Donald Ochacher President & CEO (1) 40,000
Janet Maxey Chief Financial Officer 10,000
Garry Newman Vice President 15,000
Elwood Trotter Vice President 35,000
Garvin McMinn President & CEO(1) 35,000
(1) Garvin McMinn was President & CEO until June 4, 1999. Donald Ochacher became
President and CEO on June 4, 1999.
On March 24, 2000, 100,000 stock options outstanding to officers were cancelled.
An additional 375,000 stock options were issued to officers and employees which
expire December 31, 2004 and are subject to certain vesting terms.
It is recommended that the shareholders authorize the adoption of a Stock Option
Plan for July 1, 2000 to June 30, 2001.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS
PROPOSAL.
The affirmative vote of holders of a majority of the outstanding shares of the
Company's voting stock entitled to vote at the meeting is required to adopt
Proposal #2.
Proposal #3
-----------
Appointment of Independent Auditors
Independent Certified Public Accountants
BDO Seidman LLP has audited and reported upon the financial statements of the
Company for the fiscal year ended December 31, 1999 and has been selected to
serve as the Company's independent auditors for the fiscal year ending December
31, 2000.
All professional services rendered by BDO Seidman, LLP during fiscal year 1999
were furnished at customary rates and terms.
A representative of BDO Seidman, LLP is expected to be present at the Annual
Meeting and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS
PROPOSAL.
The affirmative vote of holders of a majority of the outstanding shares of the
Company's voting stock entitled to vote at the meeting is required to adopt
Proposal #3.
Proposal #4
-----------
Other Matters
The management does not know of any other matters to come before the Annual
Meeting other than those referred to in the Notice of Meeting. Should any other
matters properly come before the Meeting, the shares represented by the Proxy
solicited hereby will be voted on such matters in accordance with the best
judgement of the persons voting the Proxy.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS
PROPOSAL.
The affirmative vote of holders of a majority of the outstanding shares of the
Company's voting stock entitled to vote at the meeting is required to adopt
Proposal #4.
Shareholder Proposals
Shareholder proposals complying with the applicable rules under the Securities
Exchange Act of 1934 intended to be presented at the 2001 Annual Meeting of
Shareholders must be received at the offices of the Company by February 1, 2001,
to be considered by the Company for inclusion in the Company's proxy statement
and form of proxy relating to that meeting. Such proposals should be directed to
the attention of the Corporate Secretary, Air Packaging Technologies, Inc.,
25620 Rye Canyon Rd., Valencia, Ca. 91355.
Annual Report
The 1999 Annual Report to Shareholders accompanies this Proxy Statement, but is
not to be deemed a part of the proxy soliciting material.
10-K Annual Report
Upon the written request of any person whose proxy is being solicited pursuant
to this proxy statement, the Company will provide, without charge, a copy of the
Company's 1999 annual report on Form 10-K, including the financial statements
and the financial statement schedules, as filed with the Securities & Exchange
Commission. Please direct any requests to: Janet L. Maxey, Corporate Secretary,
Air Packaging Technologies, Inc., 25620 Rye Canyon Rd., Valencia, Ca. 91355.
<PAGE>
AIR PACKAGING TECHNOLOGIES, INC.
25620 Rye Canyon Road
Valencia, CA 91355
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 17, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Donald Ochacher and Janet L. Maxey and each of
them, Proxies will full power of substitution in each of them, in the name,
place and stead of the undersigned, to vote at the Annual Meeting of
Shareholders of Air Packaging Technologies, Inc. on Monday, July 17, 2000 at
2:00 PM at the offices of the Company at 25620 Rye Canyon Road, Valencia, CA
91355 or at any adjournment or adjournments thereof, according to the number of
votes that the undersigned would be entitled to vote if personally present, upon
the following matters:
1. ELECTION OF DIRECTORS:
[ ]FOR all nominees listed below, except as withheld in the spaces
below.
[ ]WITHHOLD AUTHORITY to vote for all nominees listed below.
Donald Ochacher, Wayne Case, Carl Stadelhofer and Marco Calmes will stand for
election to the Board of Directors for terms to expire at the next Annual
Meeting.
INSTRUCTION: To withhold authority to vote for any individual nominee, check the
box "FOR" and write the nominee's name in the space below.
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2. AUTHORIZE ADOPTION OF A STOCK OPTION PLAN FOR THE PERIOD JULY 1, 2000 TO JUNE
30, 2001:
[ ]FOR [ ]AGAINST [ ]ABSTAIN
3. AUTHORIZE APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2000:
[ ]FOR [ ]AGAINST [ ]ABSTAIN
4. GRANT PROXYHOLDERS DISCRETION IN VOTING FOR OR AGAINST ANY OTHER MATTERS THAT
MIGHT COME BEFORE THE MEETING.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
Unless otherwise specified by the undersigned, this proxy will be voted FOR
Proposals 1, 2 and 3 and will be voted by the proxyholders at their discretion
as to Proposal 4. To vote in accordance with the Board of Directors
recommendations, just sign below, no boxes need be checked.
Please sign exactly as name appears hereon. 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, and if signing for a
corporation, please give your title.
________________________ ___________________________ ____________2000
Signature of shareholder Printed name of stockholder Date
________________________ ___________________________ ____________2000
Signature of shareholders Printed name of stockholder Date
_____________________________
Printed title, if appropriate
CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING [ ]
Please mark, sign, date and return this proxy card promptly, using the enclosed
envelope.
