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 (AMENDMENT NO. )
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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
ADVANCED REFRIGERATION TECHNOLOGIES, 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions 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:
[CAPTION]
ADVANCED REFRIGERATION TECHNOLOGIES
Corporate Office: P.O. Box 1447
Shingle Springs, CA 95682-1447
Phone 530-677-3233
Fax 530-677-3293
Sales Office: 78365 Terra Cotta Court
La Quinta, CA 92253-3808
May 1, 2000
To: All stockholders of Advanced Refrigeration Technologies, Inc.
From: Charles E. McEwan, President
Subject: Our past fiscal year, January 1-December 31, 1999
This was a year in which we more than earned our money.
We set our goals by what we believed we had to accomplish to ensure we would
have an ongoing company, a company with which we would be proud to be
associated. We convinced ourselves we would get it all done even though we
consisted of only three full-time employees and three part-timers, with a
lot of "free advice" givers.
These were our goals for 1999:
1. Get the company listed on the OTCBB.
2. Implement a sales and marketing plan that shows we have something the
world needs and will buy.
3. Expand our product line to provide monitoring and alarm data from our
units.
4. Sign on at least two major customers to prove our credibility.
5. Develop some professional looking documentation and sales materials.
7. Keep our cash flows positive enough to maintain our credibility.
These are our accomplishments for 1999:
-We became a reporting company with the Securities and Exchange
Commission on July 6, and were quoted and traded under the symbol ARGT on
the NASDAQ Over The Counter Bulletin Board as of October 28, 1999.
-We started our sales effort by using as much free help as we could
muster, including utility incentive programs, and going after only major
accounts. The first major account we landed was Jack-In-The-Box, which was
followed by the San Diego Unified School District. We also were accepted as
a qualified product in San Diego Gas & Electric's Express Efficiency Rebate
Program.
-We are now shipping the new model ART5000, with monitoring and warning
capabilities, and the ART6000 is well into development.
-I have enclosed our new brochure, and a reprint from an industry
magazine that discusses our new products.
-This year we must raise enough new financing to completely implement
our monitoring products or we will get some competition. Our products are
very competitive in features and pricing, but we would rather be the first
to market and let any new-comers compete with ART: the inventor of fan
controllers.
Enclosed is a copy of our Form 10KSB filing with the SEC for 1999, copies of
our press releases for 1999, our brochure and the reprint mentioned above.
At this time, under SEC rules, I am not supposed to discuss or project any
new customers or business; however, we are convinced the year 2000 will be
cone of expansion for ART.
Thank you for your continuing support.
Charles E. McEwan
Charles E. McEwan
[CAPTION]
ADVANCED REFRIGERATION TECHNOLOGIES
Corporate Office: P.O. Box 1447
Shingle Springs, CA 95682-1447
Phone 530-677-3233
Fax 530-677-32903
Sales Office: 78365 Terra Cotta Court
La Quinta, CA 92253-3808
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
THURSDAY, JUNE 15, 2000
10:00 A.M.
------------------------------
NOTICE IS HEREBY GIVEN, that the 2000 Annual Meeting of Shareholders of
Advanced Refrigeration Technologies, Inc., a California corporation (the
"Company"), will be held at 10:00 a.m. Pacific Daylight Time on Thursday,
June 15, 2000 at the Cameron Park Inn-Best Western, 3361 Coach Lane, Cameron
Park, California, telephone 530-677-2203, for the following purposes:
(1) To elect three Directors of the Company: Charles E. McEwan, David
J. Kimber, and Allan E. Schrum;
(2) To transact such other business as may properly come before the 2000
Annual Meeting and any adjournment thereof.
The Company has fixed the close of business on March 31, 2000 as
the Record Date for the determination of Company shareholders entitled to
receive notice of, and to vote at, the Annual Meeting and any adjournment
thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
Charles E. McEwan
La Quinta, California Charles E. McEwan
May 11, 2000 Chief Executive Officer
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING IN PERSON HAVE THE RIGHT TO
REVOKE THEIR PROXIES AND VOTE THEIR SHARES IN PERSON, IF THEY SO DESIRE.
----------------------------------
ADVANCED REFRIGERATION TECHNOLOGIES, INC.
PROXY STATEMENT
FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 2000
I. INTRODUCTION
The Board of Directors of Advanced Refrigeration Technologies, Inc.,
a
California corporation (the "Company"), is soliciting the accompanying Proxy in
connection with its 2000 Annual Meeting of Shareholders of the Company to be
held
at 10:00 a.m. Pacific Daylight Time on Thursday, June 15, 2000 at the
Cameron
Park Inn-Best Western, 3361 Coach Lane, Cameron Park, California and any
adjournments thereof. This Proxy Statement, the Notice of Annual Meeting and
Proxy Card, as well as the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999, are being mailed to shareholders on or about May 12,
2000.
II. OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business on
March 31, 1999, as the record date for the determination of those holders of
Common Stock of the Company entitled to receive notice of, and vote at, the
Annual Meeting. Persons who were not shareholders on such date will not be
allowed to vote at the Annual Meeting. At the close of business on the record
date, there were 2,034,350 shares of the Company's Common Stock issued and
outstanding. The Common Stock is the only outstanding class of capital stock of
the Company entitled to vote at the Meeting. Each share of Common Stock is
entitled to one vote on each matter to be voted on at the meeting. Holders of
Common Stock are not entitled to cumulative voting rights. A majority of the
shares entitled to vote present in person or represented by proxy at the Annual
Meeting, is required for approval of each of the Company's three proposals.
Shares of Common Stock that are represented by properly executed
proxies, unless such proxies have previously been revoked, will be voted in
accordance with the instructions indicated in such proxies. If no instructions
are indicated, such common shares will be voted "FOR" approval of each of the
four proposals and in the discretion of the proxy holders for any other matter
that may properly come before the Annual Meeting. If a shareholder abstains
from
voting as to any matter, then the shares held by such shareholder shall be
deemed present at the meeting for purposes of determining a quorum, and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. Abstentions, therefore,
as to
any proposal will have the same effect as votes against such proposal. If a
broker returns a "non-vote" proxy, indicating a lack of voting instructions by
the beneficial holder of the shares and a lack of discretionary authority on
the
part of the broker to vote a particular matter, then in such instance, the
shares covered by such "non-vote" proxy shall be deemed to be present at the
meeting for purposes of determining a quorum, but shall not be deemed to be
represented at the meeting for purposes of calculating the vote required for
approval of such matter.
A shareholder who has given a proxy may revoke it at any time prior to
its exercise at the Annual Meeting by filing with the Chief Executive
Officer of
the Company, Mr. Charles E. McEwan, at the address set forth above, a written
revocation of such proxy, or by executing and delivering a duly-executed proxy
bearing a later date, or by simply voting the common shares covered thereby by
separate written ballot to be disseminated at the Annual Meeting.
In addition to soliciting proxies by mail, officers, directors and
employees of the Company, without receiving additional compensation therefor,
may solicit proxies personally, or by telephone, telegram or other forms of
communication, including wire facsimile. The Company has not retained a proxy
solicitation firm, and instead, will use its own best efforts to solicit as
many
proxies as practicable in the time available before the Annual Meeting.
III. PRINCIPAL SHAREHOLDERS; MANAGEMENT SHAREHOLDINGS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 2000, by: (i) each
current director; each nominee for director, and executive officer of the
Company; (ii) all directors and executive officers as a group; and (iii) each
shareholder who owns more than five percent of the outstanding shares of the
Company's Common Stock. Except as otherwise indicated, the Company believes
each
of the persons listed below possesses sole voting and investment power with
respect to the shares indicated.
NAMES OF EXECUTIVE SHARES PERCENTAGE
OFFICER, DIRECTORS BENEFICIALLY BENEFICIALLY
AND 5% HOLDERS OWNED(4) OWNED
Mervin Wade Howenstine (1) 200,000 9.8%
7817 Smoley Way
Citrus Heights, CA 95610
Pounden Family Trust (2) 150,000 7.4%
1520 High School Road
Sebastopol, CA 95472
Charles E. McEwan 600,000 29.5%
34 Kavenish Drive
Rancho Mirage, CA 92270
David J. Kimber 150,000 7.4%
78365 Terra Cotta Court
La Quinta, CA 92253
Allan E. Schrum (3) 460,000 22.7%
P.O. Box 1447
Shingle Springs, CA 95682
Clare C. Schrum (3) 460,000 22.7%
P.O. Box 1447
Shingle Springs, CA 95682
Officers and Directors Total 1,210,000 59.5%
- -------------
(1) Mr. Howenstine is a former officer of NECSI and a co-inventor of the
product.
(2) Shareholder
(3) Mr. and Mrs. Schrum are husband and wife. Mr. Schrum has 400,000 shares
in his name and Mrs. Schurm has 60,000 shares in her name. Each disclaims
beneficial ownership in the shares of the other.
(4) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting and investment power
with respect to the shares. Shares of Common Stock subject to options or
warrants currently exercisable, or exercisable within 60 days, are deemed
outstanding for computing the percentage of the person holding such options
or warrants, but are not deemed outstanding for computing the percentage of
any other person.
IV. EXECUTIVE COMPENSATION
The following table sets forth both the compensation paid or accrued by
the Company for services rendered by executive officers of the Company for the
fiscal year ended December 31, 1999. No executive officer's total
compensation exceeded $100,000 based on salary and bonus during any of the
three years.
SUMMARY COMPENSATION TABLE
Awards
------
Annual Other
Name and Position Year Salary Bonus
Compensation
- --------------------------------------------------------------------------------
Charles E. McEwan 1998 -0- -0- -0-
President 1999 -0- -0- -0-
David J. Kimber 1998 $22,100 -0- -0-
Vice President/Marketing 1999 $31,200 -0- -0-
Allan E. Schrum 1998 -0- -0- -0-
Vice President/Engineering 1999 -0- -0- -0-
Clare C. Schrum 1998 -0- -0- -0-
Secretary, Chief Financial Officer 1999 -0- -0- -0-
[CAPTION]
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<S> <C> <C> <C>
<C>
Number Percentage of
of Total Options Exercise
Options Granted to Price
Expiration
Name Granted Executive Officers in 1996 ($/Share)
Date
- -----------------------------------------------------------------------------------------------
0 0
</TABLE>
There were no option grants in the last fiscal year.
Employment Agreements
The Company has not entered into any employment agreements with any of
its executive officers.
V. PROPOSAL NUMBER ONE - ELECTION OF FIVE DIRECTORS
At the Annual Meeting, shareholders will be asked to consider and vote
on the election of Charles E. McEwan, David J. Kimber and Allan E. Schrum
to the Board of Directors. At each Annual Meeting of Shareholders, directors
will be elected to serve for a one-year term terminating at the 2000 Annual
Meeting of Shareholders, and until their successors have been duly-elected
and
qualified.
Unless authority is withheld, the proxy solicited hereby will be voted
for the election of Messrs. McEwen, Kimber and Schrum as directors for a
term of
one year. Messrs. McEwan, Kimber and Schrum are members of the Company's
current
Board of Directors. If, prior to the meeting, it should become known that
Messrs.
McEwan, Kimber and Schrum will be unwilling or unable to serve as directors
after
the meeting by reason of death, incapacity, or other unexpected occurrence, the
proxies will be voted for such substitute nominee as is selected by the
Board of
Directors, or alternatively, not voted for any nominee. The Board of Directors
has no reason to believe that any of the nominees will be unable to serve as
directors of the Company. The election of the aforementioned three nominees
require the affirmative vote of a majority of the shares present at the 2000
Annual Meeting, represented either in person or by proxy.
The following is certain biographical information about the five
nominees:
Charles E. McEwan. Mr. McEwan is the President and Director of the
Company.
Since 1972, he has been successful in founding small companies and making them
successful through management and private and public financing. From 1994
through 1997, he founded and was President of AirWave Corporation. In 1987, Mr.
McEwan was a member of the Board of Directors and a founder of RasterOps. From
1972 through 1988, he founded and was President of Ramtek Corporation. Mr.
McEwan was employed as the marketing manager of Data Disk in Palo Alto,
California, from 1969 through 1972, and was a computer programmer for Ford
Aerospace from 1959 through 1969. He served from 1953 through 1955 in the
United
States Army; after this he attended San Francisco City College and
University of
New Mexico, Albuquerque.
David J. Kimber. Mr. Kimber is the Vice President, Marketing, and Director of
the Company. Mr. Kimber has directed the Company's marketing efforts since
April, 1995. He served as Director of Marketing for Nevada Energy Control
Systems, Inc., the Company's predecessor ("NECSI"), from June, 1995 through
March, 1998. From 1990 through 1997, he was a self-employed marketing
consultant. Mr. Kimber has experience in general business management, strategic
planning, project development, budgeting and advertising. He holds a BS in
Business Administration and Finance from California State University, Hayward.
Allan E. Schrum. Mr. Schrum is the Vice President, Engineering, and Director of
the Company. He is the co-inventor of the Company's product, and was
responsible
for obtaining the U.S. patent on the product. Mr. Schrum's professional
experience spans more than 30 years as an innovative manager and engineer in
the
electronic and electromechanical industries. He has been responsible for the
direction of research and development, engineering, manufacturing and new
product introduction as well as corporate budget planning and staffing. Mr.
Schrum also serves as the Vice President of Engineering for Varatouch
Technology, and has done so since March, 1997. He was Vice President,
Engineering of NECSI from February, 1992 through January, 1996, and was
President of NECSI from January 1996 through March, 1998.
The following table sets forth certain information with respect to all
existing directors, nominees for directors and executive officers of the
Company.
<TABLE>
DIRECTOR POSITION AND
NAME AGE SINCE OFFICE
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Charles E. McEwan 64 Inception President,
Director
David J. Kimber 41 Inception Vice
President/Marketing, Director
Allan E. Schrum 58 Inception Vice
President/Engineering, Director
Clare C. Schrum 57 Inception Secretary,
Chief Financial Officer
</TABLE>
A director's regular term is for a period of one year and until the
next
Annual Meeting of Shareholders and his or her successor is duly elected and
qualified. An officer's regular term is for a period of one year, expiring
at the next annual meeting of the Board of Directors or when his or her
successor is elected and qualified.
COMPENSATION OF OUTSIDE DIRECTORS
There are no independent, or "outside" directors of the Company.
Independent or "outside" directors do not receive cash compensation for
attending meetings of the Board of Directors. All directors are reimbursed
for their reasonable out-of-pocket expenses incurred in connection with
attendance at Board meetings and on any business related to the Company.
There are no family relationships among any of the Company's
existing directors. During 1999, the Board of Directors held seven
meetings. Each director nominee attended 75% or more of the total number of
meetings held during the period for which he has been a director or served
on a committee or committees of the Board and of committees of which he was
a member.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
The Company is not aware of any material legal proceedings involving any
director, director nominee, promoter or control person including criminal
convictions, pending criminal matters, pending or concluded administrative
or civil proceedings limiting one's participation in the securities or
banking industries, or findings of securities or commodities law violations.
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
officers and directors, and persons who own more than ten percent 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 ten percent
shareholders are required by SEC regulation 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, the Company believes
that, during the fiscal year ended Dec.31, 1999, all filing requirements
applicable to its officers, directors and greater than ten percent
beneficial owners were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
TRANSACTIONS WITH MANAGEMENT, DIRECTORS, AND AFFILIATES
There have been no transactions since the beginning of fiscal year 1999 or
any currently proposed transactions, or series of similar transactions, to
which the Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any of the officers, or directors, or holders
of over 5% of the Company's stock have or will have any direct or indirect
material interest. The Company does not currently have any policy toward
entering into any future transactions with related parties.
I. PROPOSAL NUMBER ONE CALLS FOR THE ELECTION OF MR. MCEWAN, MR.
KIMBER AND MR. SCHRUM TO THE COMPANY'S 2000 BOARD OF DIRECTORS. THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL NUMBER ONE.
II. OTHER BUSINESS
No business, other than as set forth herein, is expected to come
before the 2000 Annual Meeting. Should any other matter requiring a vote of
the shareholders arise, including any question related to any adjournment of
the meeting, the persons named in the enclosed Proxy will vote thereon
according to their best judgment and in the best interests of the Company
and its shareholders.
III. SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company
and intended to be presented at the 2000 Annual Meeting of Shareholders must
be received by the Company by May 31, 2000, to be included in the Company's
Proxy Statement, and related proxy solicitation materials, for the Company's
2000 Annual Meeting of Shareholders for the year ended December 31, 1999.
IV. ANNUAL REPORT TO SHAREHOLDERS: FORM 10-KSB
A copy of the Company's Annual Report for the year ended December
31, 1999 on Form 10-KSB, accompanies this Notice of Meeting and Proxy
Statement.
The Company will furnish, without charge, to each person whose proxy
is being solicited, and to any shareholder of the Company, upon written
request of any such person, a copy of the Company's Annual Report of Form
10-KSB for the year ended December 31, 1999, as filed with the Securities
and Exchange Commission, including all financial statements and financial
statement schedules thereto. The Company will also furnish to any such
person any exhibit included in the list accompanying the Form 10-KSB, upon
the payment, in advance, of reasonable fees related to the Company's
furnishing such exhibits. Requests for copies of such report, and/or
exhibits, should be directed to Mr. Charles McEwan, Chief Executive Officer,
at the Company's principal executive offices.
BY ORDER OF THE BOARD OF DIRECTORS,
Charles McEwan
Charles McEwan
Chief Executive Officer
La Quinta, California, May 11, 2000
[CAPTION]
PROXY
The undersigned shareholder of Advanced Refrigeration Technologies,
Inc., Inc. (The "Company") hereby appoints Charles McEwan or, failing him,
Allan Schrum, or, failing both of them, David Kimber, as proxy holder of the
undersigned to attend the annual general meeting of the Company to be held
on June 15, 2000 and any adjournment thereof with authority to act and vote
therat for and on behalf of the undersigned and directs the proxy holder to
vote the common shares held by the undersigned in respect of the matters
indicated below as follows:
PROPOSAL ONE: TO ELECT AS DIRECTOR:
________FOR ALL NOMINEES RECOMMENDED by the Board of Directors, as
listed below:
Charles McEwan, David J. Kimber, and Allan E. Schrum
_______ AGAINST THE RECOMMENDED DIRECTORS
.
_______ ABSTAIN
PLEASE SIGN AND DATE BELOW
INSTRUCTION: Please sign your name exactly as it appears on your stock
certificate. When shares are held by joint owners, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, give your
full title as such. If a corporation, please sign in full corporate name by
the duly authorized officer. If a partnership, please sign in partnership
name by an authorized person.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD IN THE ENCLOSED
ENVELOPE TODAY.
THIS REPLACES AND REVOKES ANY OTHER PROXIES YOU MAY HAVE BEEN
PRESENTED. NO POSTAGE IS REQUIRED.
Executed this ____day of May, 2000.
_________________ ________________________
Name of Shareholder Signature of Shareholder
_________________ ________________________
Address (if different from above) Signature of Shareholder
_________________ ________________________
Share Certificate No. Number of Shares voted
