NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
To the Shareholders of Triad Industries, Inc.:
Notice is hereby given that the Annual Meeting of the Shareholders of Triad
Industries Inc., (the Company) will be held at the Companys corporate office
at 16935 W. Bernardo Drive, Suite 232, San Diego, CA 92127 on Friday September
15, 2000 at 10:00 a.m. for the following purposes:
To elect directors for the ensuing year to serve until the next Annual
Meeting of Shareholders or until their successors have been elected and
qualified. The present Board of Directors of the Company has nominated and
recommends FOR election the following seven persons:
Gary DeGano Dave Czoske
Linda M. Bryson Richard Furlong
Michael Kelleher James Crowell
J. William Byrd
To adopt and ratify the proposed 2000 Stock Option Plan previously ratified
by the Companys Board of Directors.
To elect the Companys independent auditor for the ensuing year. The Board
of Directors has nominated Armando Ibarra, CPA and recommends FOR their
election.
To confirm the appointment of Signature Stock Transfer as the Registrar and
Transfer Agent for the Companys common stock and recommends FOR their
appointment.
To transact such other business as may be properly brought before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business July 31, 2000 as the
record date of determination of shareholders entitled to notice of and to vote
at the Annual Meeting. A list of such shareholders shall be open to the
examination of any shareholder at the annual meeting and for a period of ten
days prior to the date of the Annual Meeting at the offices of Triad Industries,
Inc.
Accompanying this Notice is a Proxy. Whether or not you expect to be at the
Annual Meeting, please sign and date the enclosed Proxy and return it promptly.
If you plan to attend the Annual Meeting and wish to vote your shares
personally, you may do so at any time before the Proxy is voted.
A copy of the Companys Form 10-KSB for the Fiscal Year ended December 31,
1999, and the Companys 10-QSB as of June 30, 2000, filed with the Securities
and Exchange Commission, is available to shareholders upon request.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors
/s/ Michael Kelleher
Michael Kelleher
Secretary
July 31, 2000
San Diego, California
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
San Diego, California
July 31, 2000
The Board of Directors of Triad Industries, Inc., a Nevada corporation (the
Company or Triad) is soliciting the enclosed Proxy for use at the Annual
Meeting of Shareholders of the Company to be held on September 15, 2000 (the
Annual Meeting), and any adjournments thereof. The Company intends to mail
this Proxy Statement and accompanying proxy card on or about July 29, 2000 to
all the shareholders entitled to vote at the Annual Meeting.
Unless contrary instructions are indicated on the Proxy, all shares
represented by valid Proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted for a the election of the seven
nominees for directors named below, FOR the adoption and ratification of the
2000 Stock Option Plan, FOR the election of Armando Ibarra, CPA and the
Companys independent auditors for the ensuing year, FOR the appointment of
Signature Stock Transfer as the Registrar and Transfer Agent, FOR the
ratification of all acts by the officers and directors of the Company in the
previous year. Attend to any other business which may properly come before the
Annual Meeting and be submitted to a vote of the shareholders, Proxies received
by the Board of Directors will be voted in accordance with the best judgement of
the holders thereof.
A Proxy many be revoked by written notice to the Secretary of the Company
at any time prior to the Annual Meeting, by executing a later Proxy or by
attending the Annul Meeting and voting in person.
The Company will bear the cost of solicitation of Proxies. In addition to
the use of mails, Proxies may be solicited by personal interview, telephone, or
telegraph, by officers, directors, and other employees of the Company.
The Companys mailing address is 16935 West Bernardo Drive, Suite 232, San
Diego, CA 92127, which is the address of the Companys offices.
VOTING
Shareholders at the close of business on July 31, 2000 (the Record Date)
will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof.
As of July 31, 2000, 8,047,321 shares of common stock, par value $.001, of
the Company (Common Stock) were outstanding, representing the only voting
securities of the Company. Each share of Common Stock is entitled to one vote.
Votes cast by Proxy or in person at the Annual meeting will be counted by
the person appointed by the Company to act as Inspector of Election for the
Annual Meeting, The Inspector of Election will treat shares represented by
Proxies that reflect abstentions or include broker non-votes do not constitute
a vote FOR or AGAINST any matter and thus will be disregarded in the calculation
of votes cast. Any unmarked Proxies, including those submitted by brokers or
nominees, will be voted FOR the nominees of the Board of Directors and FOR the
nominee as independent accountants, as indicated in the accompanying Proxy card.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Companys Common Stock as of July 31, 2000, by (I) each of the
Companys named executive officers and directors, (II) the Companys named
executive officers and directors as a group and (III) each person (or group
affiliated persons) who is known by the Company to own beneficially more that 5%
of the Companys Common Stock.
The business address is the same as that of the Company unless otherwise
indicated.
For purposes of this Proxy Statement, beneficial ownership of securities is
defined in accordance with the rules of the Securities and Exchange Commission
with respect to securities, regardless of any economic interests therein. Except
as otherwise indicated, the Company believes that the beneficial owners of the
securities listed below have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Unless
otherwise indicated, the business address for each of the individuals listed
below.
Officers and Directors Number of Shares Percent (1)
Beneficially Owned Beneficially Owned
Gary DeGano 214,000 2.5%
President / Director
819 Nantasket Court
San Diego, CA 92109
Michael Kelleher 174,000 2%
Secretary/Director
45798 Jeronimo Street
Temecula, CA 92592
Linda M. Bryson 264,000 3%
Vice President/Director
9980 Scripps Vista Way #96
San Diego, CA 92131
J. William Byrd 463,946 5%
Vice President/Director
2430 Herodian Way #250
Smyrna, GA 90080
Dave Czoske 74,000 1%
Director
6920 Miramar Road, Suite 102
San Diego, CA 92121
James B. Crowell 189,000 2.3%
Director
PO Box 15711
Long Beach, CA 90815
Terry Worthylake 223,362 2.7%
Director
4440 North Rancho Drive, Suite 170
Las Vegas, NV
Richard Furlong 463,946 5%
Director
PO Box 23412
Tampa, FL 33623
Management as a Group 2,066,254 25.7%
American Health Systems, Inc 1,120,000 14%
46 Corporate Park, Suite 100
Irvine, CA 92606
(1) Based on 8,047,231 shares of common stock outstanding as of
June 30, 2000
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company has nominated and recommend FOR
election as directors seven persons named below, all of whom are currently
serving as directors of the Company. The enclosed Proxy will be voted FOR the
persons nominated unless otherwise indicated. If any of the nominees should be
unable to serve and should decline to do so, the discretionary authority
provided in the Proxy will be exercised by the present Board of Directors to
vote for a substitute or substitutes to be designated by the Board of Directors.
The Board of Directors has no reason to believe that any substitute nominee or
nominees will be required.
Each shareholder may cast one vote for each share held by him multiplied by
the number of directors to be elected, but may not cast more votes than the
number of shares owned for any candidate and therefore a simple majority of the
shares represented and voting will elect all of the directors. The candidates
receiving the highest number of votes, up to the number of directors to be
elected, will be elected.
The Proxy may not be voted for more than seven persons.
INFORMATION REGARDING NOMINEES
The information set forth below as to each nominee for Director has been
furnished to the Company by the respective nominees.
James B. Crowell, Ph.D., 60, has an extensive, 20 year plus, background in
healthcare management that has covered both provider and payer organizations. He
has in depth experience in managed care systems, grant funded training programs,
and has been a senior operations executive as well as a director of marketing
for health plans.
Gary DeGano, 59, is President of Miramar Associates. He has served for over
twenty-six years in the mortgage banking, escrow and real estate finance
industries. Co-founded a full service mortgage banking firm that provides
sources of real estate loan funding to builders, mortgage brokers and the
general real estate sales community, directly responsible for developing
programs, processing and quality control systems, loan servicing and
foreclosures services. He held the office President and Chief Executive Officer
of Sun Harbor Financial Resources, a publicly held holding company which
directed mortgage lending & escrow operations.
Dave Czoske, 56, is President of Gam Properties. He has more than 15 years
experience in the real estate business. Mr. Czoske has extensive experience in
the area of relocation. At one time Mr. Czoske ran the relocation department of
three San Diego realtors in which he specialized in relocating incoming
corporate executives. His responsibilities with GAM Properties, Inc., beyond the
day to day operations include advertising and showing properties, negotiating
leases as well as all maintenance for several residential and commercial
properties. Mr. Czoske us a licensed real estate agent.
Linda M. Bryson, 41, has been the President of RB Capital & Equities, Inc.,
a corporation in the financial services field. She has served on the Board of
Directors for Spa International, Inc. and is currently the Director of Human
Resources for Bellissima Day Spa.
Michael W. Kelleher, 25, received his B.S. degree in accounting from San
Diego State University. He is currently the Secretary/Treasurer of RB Capital &
Equities, Inc., a corporation in the financial services field and President of
Escondido Capital, Inc., an investment corporation.
J. William Byrd, MS., 63, graduated from North Texas University with a
Master of Science Degree in Psychology. He was a co- founder of Amerimed of
Gerogia, Florimed of Tampa, and Northwest Medical Clinic, Inc. He has served as
the President of Northwest Medical Clinic, Inc., since 1991.
Richard Furlong, 54, was raised and educated in Oklahoma. Mr. Furlong has
almost 25 years experience in the field of specialty medical practices. Dr.
Furlong is the co-founder of Northwest Medical Clinic, Inc., Amerimed of
Georgia, Inc., and Florimed of Tampa, Inc. Dr. Furlong is currently serving as
Vice President of those corporations.
RECCOMMENDATON OF THE BOARD OF DIRECTORS
The Board of Directors recommends that shareholders vote FOR the slate of
nominees set forth above. Proxies solicited by the Board of Directors will be so
voted unless shareholders specify otherwise on the accompanying Proxy.
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal year ended December 31, 1999
the compensation awarded or paid to, or earned by the Companys executive
officers for services rendered to the Company.
Name and Year Salary Bonus Other annual
Principal compensation
Position
Gary DeGano 1999 $21,000 $25,000 $ 6,000
President
Linda Bryson 1999 36,000 -- 4,800
Vice President
Michael Kelleher 1999 30,000 5,000 3,600
Secretary/Treasurer
David Czoske 1999 18,000 18,000 2,400
President of Gam Properties
James B. Crowell 1999 -- -- 1,000
President, HRM, Inc.
Mr. DeGano, Mr. Kelleher, Ms. Bryson, and Mr. Czoske became officers and
directors of Triad Industries, Inc., on March 15, 1999 after the acquisition of
RB Capital & Equities, Inc., and GAM Properties, Inc. All four people served as
officers and directors of the latter companies before the business combination.
Mr. Crowell has been a director of Triad Industries, Inc., and Healthcare
Resource Management, Inc., since 1997. Mr. Byrd and Mr. Furlong became directors
of the Company following the acquisition of Northwest Medical Clinic, Inc., on
June 30, 2000.
PROPOSAL 2
APPROVAL OF 2000 STOCK OPTION PLAN
The Board of Directors has determined that the compensation is not adequate
to meet the need of the Company and the Company may have difficulty retaining
key personnel unless a stock option plan suitable to the Companys present and
future needs is adopted. Accordingly, the Board of Directors adopted the
Companys 2000 Stock Option Plan (the 2000 Plan), subject to shareholder
approval. The Board of Directors recommends FOR the approval of the 2000 Plan.
The enclosed Proxy will be voted FOR approval of the 2000 Plan unless otherwise
indicated. The affirmation votes of the holders of a majority fo the shares in
person or represented by proxy and entitled to vote is necessary to approve
Proposal 2.
A general description of the basic features of the 2000 Plan is summarized
below. The summary is qualified in its entirety by the full text of the 2000
Plan, a copy of which may be obtained from the Company at the address set forth
at the beginning of this proxy statement and a copy of which has been filed with
this information statement.
General
The 2000 Plan provides for the grant of both incentive and nonstatutory
stock options. Incentive stock options are granted under the 2000 Plan are
intended to qualify as incentive stock options within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the Code). Nonstatutory stock
options granted under the 2000 Plan are intended to qualify as incentive stock
options under the Code. See Federal Income Tax Information for a discussion of
the tax treatment of incentive and nonstatutory stock options.
Purpose
The 2000 Plan is intended to provide a means by which officers, directors,
and employees of, and consultants to, the Company and its affiliates may be
given an opportunity to purchase stock in the Company, to assist in retaining
the services of such persons holding key positions, to secure persons to exert
maximum efforts for the success of the Company. All of the Companys employees
and consultants are eligible to participate in the 2000 Plan.
Administration
The 2000 Plan is administered by the Board of Directors of the Company
unless the Board delegates authority to a committee. The Board has the authority
to select the persons to whom rights under the 2000 Plan will be granted (a
Stock Award), to determine whether a Stock Award will be an incentive stock
option (within the meaning of Section 422 of the Code), or a nonqualified stock
option, a stock bonus, a right to purchase restricted stock, or a combination of
the foregoing, to specify the type of consideration, if any, to be paid to the
Company upon exercise of a Stock Award and to determine the time and times when
a person will be permitted to purchase or receive stock pursuant to a Stock
Award. The Board is authorized to delegate administration of the 2000 Plan to a
committee or committees composed of members of the Board.
Eligibility
Subject to certain limitations, under the 2000 Plan, as amended, incentive
stock options may be granted only to employees of the Company, while Stock
Awards other than incentive stock options may be granted to employees and
directors of, and consultants to, the Company.
No incentive stock option may be granted under the 2000 plan to any person
who, at the time of the grant, owns or is deemed to own stock possessing more
than 10% of the total combined voting power of the Company or any affiliate of
the Company, unless the option exercised price is at least 110% of the fair
market value of the stock subject to the option on the date of the grant and the
term of the option does not exceed five years from the date of the grant. To the
extent that the aggregate fair market value (determined at the time of the
grant) of stock with respect to which incentive stock options are exercisable
for the first time by any holder of such options during any calendar year under
all plans of the Company and its affiliates exceeds $100,000, the options or
portions thereof which exceed such limit shall be treated as nonstatutory stock
options, according to the order in which they were granted.
Stock Subject to the 2000 Plan
The 2000 plan authorizes five million (5,000,000) shares of Common Stock to
be issued. If options grated under the 2000 Plan expire or otherwise terminate
without being exercised, the Common Stock not purchased pursuant to such options
again becomes available for issuance under the 2000 Plan.
Terms of Options
The following is a description of the permissible terms of options under
the 2000 Plan. Individual options grants may be more restrictive as to any or
all of the permissible terms described below.
Exercise Price, Payment
The exercise price of incentive stock options under the 2000 Plan may not
be less than the fair market value of the Common Stock subject to the option on
the date of the option granted and, in some cases (see: Eligibility above),
may not be less than 110% of such fair market value. The exercise price of
nonstatutory stock options under the 2000 Plan may not be less than 85% of the
fair market value of the Common Stock subject to the option on the date of the
option grant (except with respect to options assumed or substituted under the
Code).
The exercise price of options granted under the 2000 Plan may be paid (I)
in cash at the time the option is exercised, (II) at the discretion of the
Board, by delivery of other common stock of the Company, or pursuant to a
promissory note (III) pursuant to a net exercise or cashless exercise feature or
(IV) in any other form of legal consideration acceptable to the Board or as
specified in the 2000 Plan.
Option Exercise
Options are granted under the 2000 Plan may become exercisable (vest) as
determined by the Board. The Board has the power to accelerate the time, during
which an option may be exercised.
To the extent provided by the terms of this option, an optionee may satisfy
any federal, state or local tax withholding obligation relating to the exercise
of such option by a cash payment upon exercise, by authorizing the Company to
withhold a portion of the stock otherwise issuable to the optionee by delivering
already-owned stock of the Company or by a combination of these means.
Term
The maximum term of options under the 2000 Plan is 10 years, except that in
certain cases (See Eligibility), the maximum term is five years, Upon
termination of the optionees employment relationship with the Company, whether
by death, disability or termination of employment, as defined in the 2000 Plan,
options under the 2000 Plan terminate upon the earlier of (I) such period of
time as determined by the Board or (II) the expiration of the term of the option
as set forth in then option agreement. The option term may also be extended in
the event that exercise of the option within these periods is prohibited for
specific reasons. Generally, outstanding options under the 2000 Plan terminate
90 days after termination of the optionees employment or relationship as a
consultant or director of the Company or any affiliate of the Company, except
for cause, unless (a) such termination is due to such persons disability, in
which case options may be exercised at any time within one year of such
termination, (b) the optionee dies while employed by or serving as a consultant
or director of the Company or any affiliate of the Company, in which case the
options may be exercised (to the extent the options was exercisable at the time
of the optionees death) within one year of the optinees death by the person or
persons to whom the rights to such option pass by will or by the laws of descent
and distribution. Individual options by their terms may provide for exercise
within a longer period of time following termination of employment or the
consulting relationship.
Duration, Amendment and Termination
The Board may suspend or terminate the 2000 Plan without stockholder
approval or ratification at any time or from time to time. Unless sooner
terminated, the 2000 Plan will terminate in July 2009.
The Board may also amend the 2000 Plan at any time and from time to time.
However, under the 2000 Plan, no amendment will be effective unless approved by
the stockholders of the Company to the extent stockholder approval is necessary
for the 2000 Plan to satisfy the requirements of section 422 of The Code
(including an increase in the number of shares reserved for issuance under the
2000 Plan) or other legal requirements. The Board may submit any other amendment
to the 2000 Plan for stockholder approval, including, but not limited to,
amendments intended to satisfy the requirements of Section 162(m) of the Code
regarding the exclusion of performance-based compensation for the limitation on
the deductibility of compensation paid to certain employees.
Restrictions on Transfer
Under the 2000 Plan, an incentive stock option shall not be transferable
except by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the incentive stock option
is granted only by such person. Nonstatutory stock options granted under the
2000 Plan may, but need not, include provisions allowing for the transfer of
such options.
Federal Income tax Information
Incentive Stock Options. Incentive stock options under the 2000 Plan are
intended to be eligible for the favorable federal income tax treatment accord
incentive stock options under the code.
There generally are no federal income tax consequences to the optionee or
the Company by reason of the grant or exercise of an incentive stock option.
However, the exercise of an incentive stock options may increase the optionees
alternative minimum tax liability, if any.
If an optionee holds stock acquired through exercise of an incentive stock
option for at least two years from the date on which the option is granted and
at least one year from the date on which the shares are transferred to the
optionee upon exercise of the option, any gain or loss on a disposition of such
stock will be long-term capital gain or loss. Generally, if the optionee
disposes of the stock before the expiration of either of these holding periods
(a disqualifying disposition), at the time of disposition, the optionee will
realize taxable ordinary income equal to the lesser of (I) the excess of the
stocks fair market value on the date of exercise over the exercise price, or
(II) the optionees actual gain, if any, on the purchase and sale. The
optionees additional gain, or any loss, upon the disqualifying disposition will
be a capital gain or loss, which will be long-term or short-term depending on
whether the stock was held for more than one year.
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will generally be entitled (subject to
the requirement of reasonableness, the provisions of Section 162(m) of the Code
and the satisfaction of a tax reporting obligation) to a corresponding business
expense deduction in the tax year in which the disqualifying disposition occurs.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposal 2, subject to the
requisite approval by the Companys Stockholders. The affirmation vote of the
holders of a majority of the shares in person or represented by proxy and
entitled to vote is required to approve the Proposal. The Board of Directors of
the Company has considered the Proposal and recommends that the Companys
Stockholders approve the Proposal as set forth in this information statement.
PROPOSAL 3
The Board of Directors has slected Armando Ibarra, CPA to serve as the
Companys independent accountants for the fiscal 2000 Year. Armando Ibarra, CPA,
a firm located in San Diego, California, has been the independent auditor since
1997. The Board of Directors believes that the Companys needs can best be
served by utilizing a firm that is located in the San Diego area.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposal 3, subject to the
requisite approval by the Companys Stockholders. The Board of Directors of the
Company has considered the Proposal and recommends that the Companys
Stockholders approve the Proposal as set forth in this information statement.
Proxies solicited by the Board of Directors will be so voted unless shareholders
specify otherwise on the accompanying Proxy.
PROPOSAL 4
The Board of Directors has confirmed the engagement of Signature Stock
Transfer as registrar and transfer agent for the Companys securities, Signature
Stock Transfer has served in the capacity since 1998.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved Proposal 4, subject to the
requisite approval by the Companys Stockholders. The Board of Directors of the
Company has considered the Proposal and recommends that the Companys
Stockholders approve the Proposal as set forth in this information statement.
Proxies solicited by the Board of Directors will be so voted unless shareholders
specify otherwise on the accompanying Proxy.
The Company has entered into indemnification agreements with each of its
executive officers and directors providing that the Company will indemnify its
executive officers and directors to the fullest extent permitted by law.
OTHER MATTERS
The Board of Directors does not know of any matter to be presented at the
Annual Meeting which is not listed on the Notice of Annual Meeting and discussed
above. If other matters should properly come before the meeting however, the
persons named in the accompanying Proxy will vote all Proxies in accordance with
their best judgement.
SELECTED HISTORICAL COMBINED FINANCIAL DATA
For the six months For the year For the year
Ended Ended Ended
June 30, 2000 Dec. 31, 1999 Dec. 1, 1998
Gross Revenues $ 760,914 $ 963,795 $ 74,174
Operating earnings (loss) (95,081) (888,048) 2,028
Other income (loss) (40,550) 164,911 0
Net earnings (loss) (99,485) 529,737 1,724
Loss per common share (.02) (.08) 0
Shares outstanding (weighted average) 8,182,482 4,486,808 3,546,641
At year end
Current assets 3,971,048 2,504,671 47,619
Properties, not of depreciation 3,396,008 3,420,612 0
Other assets 425,000 425,000 0
Total assets 7,798,381 6,428,133 47,619
Current liabilities 3,985,898 3,975,792 0
Total Liabilities 3,985,898 3,975,792 0
Preferred stock, $1.00 par value 850,000 850,000 0
Common Stock, $.001 par value 8,048 6,404 5,257
Stock subscription receivable (62,500) 62,500 0
Paid-in capital 3,733,224 2,275,241 129,429
Retained earnings (716,289) (616,804) 87,067
Shareholders equity 3,812,483 2,452,341 47,619
Common shares outstanding 8,047,321 6,403,418 5,256,716
The Companys Form 10-KSB for the fiscal year ended December 31, 1999 was
filed with the Securities and Exchange Commission in April 14, 2000. Additional
information is available to beneficial owners of Common Stock of the Company on
the record date for the Annual Meeting of Shareholders.
A copy of the Companys Form 10-KSB/A and 10Q will be furnished without
charge upon receipt of a written request identifying the person so requesting a
report as a shareholder of the Company at such date. Requests should be directed
to the Director of Shareholder relations.
ALL SHARESHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE EXCLOSED ENVELOPE
BY ORDER OF THE BOARD OF DIRECTORS
Michael Kelleher
Secretary
