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
[_] 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
Natural Solutions Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant
[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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No:
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(3) Filing party:
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(4) Date Filed:
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on December 12, 2000
To the Shareholders of Natural Solutions Corporation.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Natural Solutions Corporation, a Nevada corporation (the "Company"), will be
held on December 12, 2000 at 10:30 a.m., located at Founders Inn & Conference
Center, 5641 Indian River Rd., Virginia Beach, VA 23464 for the following
purposes:
1. To elect one (1) member to the Board of Directors to serve for a term of
three (3) years.
2. To ratify the appointment of PricewaterhouseCoopers, LLP to serve as the
Company's independent public accountants for the fiscal years ending July
31, 2001.
3. To transact such other business as may be properly brought before the
Annual Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on November 1,
2000 as the record date for the determination of Shareholders entitled to notice
of and to vote at the Annual Meeting and at any adjournments thereof. A list of
such Shareholders will be available for inspection at the Company's offices at
100 Volvo Parkway, Suite 200, Chesapeake, Virginia 23320 during ordinary
business hours for the ten-day period prior to the Annual Meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER, TO
ENSURE YOUR REPRESENTATION, YOU ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY AS SOON AS POSSIBLE IN ACCORDANCE WITH THE INSTRUCTIONS ON
THE PROXY CARD. A RETURN ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Louis A. Isakoff
Louis A. Isakoff
Corporate Secretary
Chesapeake, Virginia
November 10, 2000
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<PAGE>
NATURAL SOLUTIONS CORPORATION
100 VOLVO PARKWAY, SUITE 200
CHESAPEAKE, VIRGINIA 23320
November 10, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders of Natural Solutions Corporation (the "Company") to be held at
10:30 a.m. on December 12, 2000 at Founders Inn & Conference Center, located at
5641 Indian River Rd., Virginia Beach, VA 23464.
At the Annual Meeting, one (1) person will be elected to the Board of
Directors. The Board of Directors recommends the election of the one (1) person
named in the Proxy Statement. In addition, the Company will ask the Shareholders
to ratify the selection of PricewaterhouseCoopers, LLP as the Company's
independent public accountants.
Whether you plan to attend the Annual Meeting or not, it is important
that you promptly complete, sign, date and return the enclosed proxy card in
accordance with the instructions set forth on the proxy card. This will ensure
your proper representation at the Annual Meeting.
Sincerely,
/s/ M.G. "Pat" Robertson
M.G. "Pat" Robertson
Chairman of the Board
YOUR VOTE IS IMPORTANT. PLEASE REMEMBER TO PROMPTLY RETURN YOUR PROXY.
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NATURAL SOLUTIONS CORPORATION
100 VOLVO PARKWAY, SUITE 200
CHESAPEAKE, VIRGINIA 23320
(757) 548-4242
----------------------
PROXY STATEMENT
----------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Natural Solutions Corporation (the "Company"), a
Nevada corporation, of proxies, in the accompanying form, to be used at the
Annual Meeting of Shareholders to be held at 10:30 a.m. on December 12, 2000 at
Founders Inn & Conference Center, located at 5641 Indian River Rd., Virginia
Beach, VA 23464, and any adjournments thereof (the "Meeting").
Where the Shareholder specifies a choice on the proxy as to how his or
her shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted FOR the
election of the one (1) nominee for Director named herein, and FOR the
ratification of the appointment of PricewaterhouseCoopers, LLP as the Company's
independent public accountants for the fiscal year ending July 31, 2001.
You can revoke your proxy at any time before the voting at the Meeting
by sending a properly signed written notice of your revocation to the Corporate
Secretary of the Company, by submitting another proxy that is properly signed
and bears a later date or by voting in person at the Meeting. Attendance at the
Meeting will not itself revoke an earlier submitted proxy. You should direct any
written notices of revocation and related correspondence to: Natural Solutions
Corporation, 100 Volvo Parkway, Suite 200, Chesapeake, Virginia 23320,
Attention: Corporate Secretary.
Shares represented by valid proxies in the form enclosed, received in
time for use at the Meeting and not revoked at or prior to the Meeting, will be
voted at the Meeting. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of the Company's common stock, par value $.01
per share ("Common Stock"), is necessary to constitute a quorum at the Meeting.
With respect to the tabulation of proxies for purposes of constituting a quorum,
abstentions and broker non-votes are treated as present.
The close of business on November 1, 2000 has been fixed as the record
date for determining the Shareholders entitled to notice of and to vote at the
Meeting. As of that date, the Company had 20,046,540 shares of Common Stock
outstanding and entitled to vote. Holders of Common Stock are entitled to one
vote per share on all matters to be voted on by Shareholders. This Proxy
Statement and the accompanying proxy are being mailed on or about November 10,
2000 to all Shareholders entitled to notice of and to vote at the Meeting.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock
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of the Company for their expenses in forwarding proxy material to such
beneficial owners. Solicitation of proxies by mail may be supplemented by
personal solicitation by the Directors, officers or employees of the Company. No
additional compensation will be paid to Directors, officers or employees for
such solicitation.
The Form 10-KSB for the fiscal year ended July 31, 2000 is being mailed
to the Shareholders with this Proxy Statement, but does not constitute a part
hereof.
For Shares Registered Directly in the Name of the Shareholder
Shareholders with shares registered directly in their name in the
Company's stock records maintained by our transfer agent, Atlas Stock Transfer
Corporation, may vote their shares by mailing their signed proxy card. Specific
instructions to be followed by registered Shareholders are set forth on the
enclosed proxy card.
Under Nevada law, Shareholders dissenting from this Solicitation of
Proxies do not enjoy any right of appraisal.
Information Regarding Tabulation of the Vote
Natural Solutions Corporation has a policy that all proxies, ballots
and votes tabulated at a meeting of Shareholders are confidential.
Representatives of Atlas Stock Transfer Corporation will tabulate votes and
Michael D. Klansek, Chief Financial Officer and Treasurer of Natural Solutions
Corporation, or in his absence Louis A. Isakoff, will act as Inspector of
Election at the meeting.
Other Matters
The Board of Directors does not know of any other matter that will be
presented at the Annual Meeting other than the proposals discussed in this Proxy
Statement. Under our Bylaws, generally no business other than the proposals
discussed in this Proxy Statement may be transacted at the meeting. However, if
any other matter properly comes before the Annual Meeting, your proxies will act
on such matter at the discretion of the Chairman of the Board.
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SHARE OWNERSHIP
The following table sets forth certain information as of November 1, 2000 (the
"Record Date") concerning the ownership of Common Stock by (i) each current
member of the Board of Directors of the Company, including those standing for
re-election (ii) each executive officer of the Company named in the Summary
Compensation Table appearing under "Executive Compensation," below, (iii) each
Shareholder with 10% or more of common stock of the Company, and (iv) all
current Directors, the nominee and executive officers of the Company as a group.
<TABLE>
<S> <C> <C> <C>
Name and Address of Beneficial Amount and Nature of Percent of
Owner Title of Class Beneficial Owner Class*
------------------------------ -------------- --------------------- ------------
Jim W. Foshee, President(1) 0.00%
100 Volvo Parkway, Suite 200 Common
Chesapeake, VA 23320 Stock 0
Michael Klansek, Treasurer(1) Common 0 0.00%
100 Volvo Parkway, Suite 200 Stock
Chesapeake, VA 23320
Louis A. Isakoff, Secretary(1) Common 0 0.00%
977 Centerville Turnpike Stock
Virginia Beach, VA 23463
Dr. M. G. "Pat" Robertson, Common 4,040,000 (2) 20.15%
Chairman Stock
977 Centerville Turnpike
Virginia Beach, VA 23463
J. Carter Beese, Director Common 0(3) 0.00%
100 Volvo Parkway, Suite 200 Stock
Chesapeake, VA 23320
Robert E. Freer, Director Common 50,000(4) 0.25%
100 Volvo Parkway, Suite 200 Stock
Chesapeake, VA 23320
J. Nelson Happy, Director Common 0 0.00%
977 Centerville Turnpike Stock
Virginia Beach, Virginia
Lowell W. Morse, Director Common 150,000 0.75%
100 Volvo Parkway, Suite 200 Stock
Chesapeake, VA 23320
Warren D. Johnson, Jr. Common 4,929,524 (5) 24.59%
5111 S.W. Bay Point Circle Stock
Palm City, FL 54990
Janke Family Vinasz Trust, Common 4,889,000(6) 24.39%
511 New Hope Road Stock
Lahaska, PA 18938
Officers and Directors as a Common 4,240,000(7) 21.15%
group (8 persons) Stock
--------------------------------------------------------------------------------
</TABLE>
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* Based on 20,046,540 shares outstanding on November 1, 2000.
(1) In September 2000, the Directors approved the issuance of employee
stock options to all of the employees of the Company, including Mr. Foshee, Mr.
Klansek, and Mr. Isakoff. Messrs. Foshee, Klansek and Isakoff were awarded the
option to purchase 300,000, 150,000 and 100,000 shares of common stock
respectively, at an exercise price of $0.35 per share, which options will expire
not later than September 30, 2010. As of November 1, 2000, none of these options
had been exercised.
(2) Not included in the 4,040,000 total shares owned by Dr. Robertson are
the common stock shares attributable to the $750,000, $250,000, $350,000, and
$435,000 debentures (the "Convertible Debentures") which are convertible at
$0.25 per share totaling 7,140,000 common shares, expiring on August 11, 2001,
June 1, 2005, August 1, 2005, and September 1, 2005, respectively. Also, not
included in the total shares owned by Dr. Robertson is an option to exercise
stock warrants to purchase an additional 3,000,000 shares of the Company's
common stock exercisable at $.25 a share and expiring on June 1, 2005. As of the
date of the Record Date no notes had been converted and no options had been
exercised. Until such conversion and/or exercise, Dr. Robertson has no rights to
vote such shares.
(3) Not included in the shares owned by Mr. Beese are warrants Mr. Beese
owns to purchase an additional 150,000 shares of common stock. The options were
granted in three tranches, as follows: on February 17, 1999, options were
granted to purchase 50,000 shares at a price of $1.05 per share; on October 11,
1999, options were granted to purchase an additional 50,000 shares at a price of
$1.05 per share; and on October 1, 2000, options were granted to purchase an
additional 50,000 shares at a price of $0.35 per share.
(4) Not included in the 50,000 shares owned by Mr. Freer are 95,218 shares
of common stock held by Baise, Miller & Freer, PC, a law firm of which Mr. Freer
is a shareholder. Also not included in the 50,000 shares owned by Mr. Freer are
options Mr. Freer holds to purchase an additional 145,000 shares of common
stock. The options were granted in three tranches, as follows: on February 17,
1999, options were granted to purchase 45,000 shares at a price of $1.05 per
share; on October 11, 1999, options were granted to purchase an additional
50,000 shares at a price of $1.05 per share; and on October 1, 2000, options
were granted to purchase an additional 50,000 shares at a price of $0.35 per
share.
(5) These shares are subject to a preliminary injunction in Warren D. Johnson,
Jr.'s Chapter 7 bankruptcy proceeding. Kapila, Trustee vs. Warren Douglas
Johnson, Jr., et al., Case No. 92- 33339-BKC-SHF (U.S. Bankruptcy Court,
Southern District of Florida). The Company deems Warren D. Johnson, Jr. the true
beneficial owner of such shares. They are held in nominee names as follows:
700,000 shares - Medical College Fund; 625,000 shares - Windmills Plantation
Fund, Ltd.; 600,000 shares - Hawks Nest Plantation Fund; 750,000 shares - Reed
International Fund, Inc.; 750,000 shares - Ryder Securities Ltd.; 500,000 shares
- Marlin Preservation Fund; 260,000 shares - Harvard Fund, Ltd.; 260,000 shares
- Merchants Trust Fund; 100,000 shares - Warren D. Johnson, Sr.; 284,524 shares
- Dianne Johnson; 100,000 shares - Dianne Johnson. These shares are also subject
to stock rescission litigation by the Company.
(6) Former Director George Janke reached an agreement with Dr. Robertson
granting Dr. Robertson the right to vote shares held by a trust of which Mr.
Janke was trustee until Natural
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Solutions' debt to Dr. Robertson, as evidenced by the Convertible Debentures, is
fully paid. Mr. Janke died in April, 2000.
(7) Not included in the 4,240,000 shares are the shares held by Warren D.
Johnson and the shares held by Janke Family Vinasz Trust, as more particularly
described in footnotes (5) and (6), above.
Directors and Executive Officers
The Corporate Bylaws provide for staggered terms for members of the
Board of Directors. Class I Directors' initial terms will expire at the 2002
annual meeting of Shareholders; Class II Directors' initial terms will expire at
the 2001 annual meeting of Shareholders; the Class III Director's initial term
would expire at the 2000 annual meeting of Shareholders. There are currently two
vacancies on the Board of Directors, caused by the death of a Class II Director,
George A. Janke, and the resignation of another Class II Director, Richard
Jurgenson. The Board of Directors has determined not to place these positions
for election at this time.
Voting at the 2000 Annual Shareholders Meeting will be for the Class III
Director only.
Class I Directors: Dr. M.G."Pat" Robertson ("Dr. Robertson"), J. Nelson Happy,
and Lowell W. Morse
Class II Directors: Hon. J. Carter Beese, Jr.
Class III Directors: Robert E. Freer, Jr.
The names of the Company's Directors and Executive Officers and certain
information about them are set forth below:
Name Age Positions with the Company
---------------------------------- ---- ------------------------
Dr. M.G. "Pat" Robertson 70 Chairman
977 Centerville Turnpike, SHB 301
Virginia Beach, Virginia 23463
Jim W. Foshee 51 President
100 Volvo Parkway, Suite 200
Chesapeake, Virginia 23320
Michael D. Klansek 44 Treasurer and Chief Financial
100 Volvo Parkway, Suite 200 Officer
Chesapeake, Virginia 23320
Louis A. Isakoff 45 Secretary
977 Centerville Turnpike, SHB 202
Virginia Beach, Virginia 23463
J. Carter Beese, Jr. 44 Director
977 Centerville Turnpike, SHB 202
Virginia Beach, Virginia 23463
Robert E. Freer, Jr. 59 Director
977 Centerville Turnpike, SHB 202
Virginia Beach, Virginia 23463
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J. Nelson Happy 57 Director
977 Centerville Turnpike, SHB 202
Virginia Beach, Virginia 23463
Lowell W. Morse 63 Director
977 Centerville Turnpike, SHB 202
Virginia Beach, Virginia 23463
Dr. M. G. "Pat" Robertson, age 70, has served as Chairman of the Board of
NSC since December 10, 1999. He serves for a three year term and until his
successor is duly elected and qualified. Dr. Robertson is an internationally
known religious broadcaster, businessman, educator, and philanthropist and
former candidate for the presidential nomination for the Republican Party. He
has served as Chairman of the Board of The Christian Broadcasting Network, Inc.
("CBN"), a global Christian ministry, since January 1960, Chief Executive
Officer and President of CBN from January 1960 to January 1987 and from January
1990 to September 1993, and Chief Executive Officer of CBN from September 1993.
Dr. Robertson served as the Chairman and controlling shareholder of
International Family Entertainment, Inc., the owner of The Family Channel cable
television network, from 1989 until its sale to a subsidiary of News Corporation
in 1997. Currently, Dr. Robertson is also Chairman of Zhaodaola Limited, Freedom
Gold, Ltd., Christianity.com, Inc., and CENCO Refining Company and in addition
to his role at CBN, serves in the nonprofit world as Chancellor and President of
Regent University, Chairman of Operation Blessing International Relief and
Development, and President of the American Center for Law and Justice.
Jim W. Foshee, age 51, has been the President of the Company since November
1999. He serves for an open-ended term. From 1987 until 1992 Mr. Foshee held
various executive positions with the AMF Companies ("AMF") located in Richmond,
Virginia. AMF is an international manufacturer of bowling equipment. His primary
duties as Controller for AMF entailed the preparation of budgets, treasury
functions, department consolidation, operations downsizing and the supervision
of professional and clerical staffing. From 1993 until 1995 Mr. Foshee was the
Vice President, Chief Operating Officer and Chief Financial Officer for Bradley,
Inc., a home heating equipment and supply distributor headquartered in
Mechanicsville, Virginia. From 1995 until 1998 Mr. Foshee was the President of
North American Marketing, Inc., a direct mail production and marketing company
in Richmond, Virginia. Immediately prior to joining the Company, Mr. Foshee was
the President of Prime Property Developers, Inc., a home construction company in
Richmond, Virginia.
Michael Klansek, age 44, has been the Chief Financial Officer and Treasurer
of the Company since December 1999. He serves for an open-ended term. Since
1997, Mr. Klansek has held the position of Chief Financial Officer of Robertson
Asset Management, Inc., an investment management organization owned by Dr.
Robertson. From 1987 to 1996, he held the positions of Chief Financial officer
and Controller for Oster Communications, Inc., an international publishing and
communications concern. From college to 1987, Mr. Klansek spent nine years at
KPMG Peat Marwick, an international accounting and consulting firm.
Louis A. Isakoff, age 45, has been the Corporate Secretary of the Company
since December 1999. Mr. Isakoff has been a director of Zhaodaola Limited since
April 2000. He is
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an attorney employed by Robertson Asset Management, Inc. a company owned by Dr.
Robertson. Prior to that, Mr. Isakoff was senior vice president, secretary and a
member of the board of directors of International Family Entertainment, Inc.
from 1990 to 1997.
J. Carter Beese, Jr., age 44, has been a Board Member of the Company since
April 8, 1998. On November 12, 1998, Mr. Beese was re-elected to a term ending
November 2001. Mr. Beese joined Riggs & Co. in 1998, and is currently President
of Riggs Capital Partners, an investment division of Riggs National Bank and a
Vice Chairman of Riggs & Co. Prior to joining Riggs Capital Partners, Mr. Beese
was Managing Director of the Global Banking Group at BT Alex Brown. Mr. Beese
was with BT Alex Brown from 1995 to 1997. In 1992, Mr. Beese was nominated by
President Bush to be a Commissioner of the U.S. Securities and Exchange
Commission ("SEC"). Upon confirmation Mr. Beese served as SEC Commissioner until
1996. Prior to joining the SEC, Beese was a partner at Alex Brown & Sons, the
oldest investment banking firm in the United States. In 1990, Mr. Beese was
appointed as a Director of the Overseas Private Investment Corporation ("OPIC").
Currently, Mr. Beese serves as Senior Advisor to the Washington based Center for
Strategic and International Studies ("CSIS"), a non- partisan think tank that
has been at the forefront of shaping public policy for over 30 years. In
addition, he is involved with the World Economic Forum, the Council on Foreign
Relations and serves on the Boards of various public and private institutions,
including Internet Securities, China.com and Aether Systems, Inc.
Robert E. Freer, Jr., age 59, has been a Board Member of the Company since
April 8, 1998. On November 12, 1998, Mr. Freer was re-elected as director to a
term ending in November 2000. He is an attorney and has been an officer and
director of the Washington, D.C. law firm of Baise, Miller & Freer P.C., and
practiced with the firm's predecessor organization since 1995. .Mr. Freer is a
Registered Investment Advisor and President of Monticello Capital, Ltd., and
Black Hawk Bermuda, Ltd. Prior to entering private law practice, Mr. Freer
served in several senior level positions at the Federal Trade Commission and the
U.S. Department of Transportation. For almost ten years, Mr. Freer was Vice
President and Washington Counsel for Kimberly Clark Corporation, where he was
also General Counsel in Roswell, Georgia from 1983 to 1984. Mr. Freer was
appointed by President Reagan as a member of the President's Commission on White
House Fellowships, and served as one of the founders and the first General
Counsel of the Republican National Lawyers Association. Mr. Freer served as the
National Chairman of Corporate Counsel for Reagan-Bush 1984, and was Assistant
General Counsel of the 1988, 1992, and 1996 Republican Conventions. Mr. Freer is
a graduate of Princeton University and the University of Virginia Law School.
J. Nelson Happy, age 57, was a member of the Board of Directors of the
Company from April 8, 1998 until a leave of absence beginning June 30, 1998 and
ending August 1999. At the December 10, 1999 Annual Shareholder Meeting, Mr.
Happy was re-elected to a three year term as director. Since 1998, Mr. Happy has
served as the Chief Executive Officer of Cenco Refining Company, Inc. located in
Santa Fe Springs, California. From 1993 to 1999, Mr. Happy was Dean and
Professor of Regent University School of Law. Prior to his position with Regent
University, Mr. Happy practiced business and civil litigation law. He has
lectured at the University of Kansas and has been a faculty member at the
National Institute of Trial Advocacy at Northwestern University in Chicago. He
is a national faculty member of the West Bar Review. He has been an attorney
since 1967 and has been an executive officer and director of numerous business
enterprises in a variety of industries. Mr. Happy is a graduate of Columbia
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University Law School and has an undergraduate degree in communications from
Syracuse University.
Lowell W. Morse, age 63, has been a Board Member of the Company since
November 9, 1999. At the Annual Meeting of Shareholders on December 10, 1999,
Mr. Morse was elected to a three-year term as director. Mr. Morse has served as
the chairman of Morse & Associates, Inc., a real estate and investment
management company, since 1972. In addition, Mr. Morse is the founder and has
been the Chairman of The Bagel Basket, Inc., a chain of bagel stores, since
1993, and is the founder and has been the Chairman of Cypress Ventures, Inc., a
real estate development company, since 1989. Mr. Morse has also served as the
former Chairman of the Board of Trustees of Regent University, and a director of
Comerica California, Inc. a subsidiary of Comerica, Inc. a publicly traded bank
holding company. Mr. Morse is also a member of the board of directors of
Christianity.com, Inc. and Zhaodaola Limited.
Committees of the Board and Meetings
During the fiscal year ended July 31, 2000, there were fifteen (15)
meetings of the Board of Directors, two (2) of which were held by unanimous
written consent. The Executive Committee convened once by written consent, and a
Special Committee of the Independent Directors of the Company convened once by
written consent during the fiscal year. In addition to meetings of the full
Board, Directors also attended meetings of Board Committees. During the fiscal
year, all of the Directors attended at least 75% of all the meetings of the
Board and those committees on which such Directors served. The Board of
Directors has an executive, audit, nominating, and compensation committee. The
following table shows the membership of these committees.
<TABLE>
<S> <C> <C> <C> <C>
Name Audit Executive Nominating Compensation
--------------------- -------- ---------- ------------ ------------------
M.G. Robertson* X X** X X
J. Carter Beese XX* X
Robert E. Freer, Jr. X X
J. Nelson Happy X XX**
Lowell W. Morse X XX**
</TABLE>
* Dr. Robertson is an ex officio member of the Audit, Nominating and
Compensation Committees
**Chairman
Audit Committee. The Audit Committee shall consist of three or more
members. The Board shall select the members of the Audit Committee from among
the Directors who are not officers or employees of the Company and shall
designate the Chairman of the Committee. The Audit Committee shall, with respect
to the Company and the other entities as to which the
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Company has power to select and engage auditors, select and engage independent
public accountants to audit books, records and accounts, determine the scope of
audits to be made by the auditors and establish policy in connection with
internal audit programs and the scope thereof, and shall perform such other
duties as the Board may from time to time prescribe.
Compensation Committee. The Compensation Committee shall consist of
three or more members. The Board shall select the members of the Compensation
Committee from among the Directors who are not, and have not been for at least
one year prior to selection, officers or employees of the Company and shall
designate the Chairman of the Committee. The Compensation Committee shall
constitute the Stock Option Committee provided for under any stock option plan
of the Company. It shall from time to time fix the compensation of employees who
are Directors of the Company and, in consultation with the Chief Executive
Officer, the compensation of officers of the Company who are elected by the
Board. It shall review and make recommendation to the board from time to time
with respect to the compensation of Directors pursuant to Bylaw 23.
Executive Committee. The Executive Committee shall consist of three or
more members including, by virtue of his office, the Chief Executive Officer.
The Board shall select the other members of the Committee from among the
Directors and shall designate the Chairman thereof. The Executive Committee,
when the Board is not in session, shall have and may exercise all of the powers
of the Board to direct the business and the affairs of the Company, including
but not limited to the power to declare dividends and to authorize the issuance
of stock, except the powers hereinafter in the Bylaws assigned to any other
standing committee and except to the extent, if any, that the authority of the
Committee may be limited in any respect by law, by the Certificate of
Incorporation or by the Bylaws.
Nominating Committee. The Nominating Committee shall consist of three
or more members. The Board shall select the members of the Nominating Committee
from among the Directors who (except in the case of the Chairman of the Board)
are not officers or employees of the Company. The Nominating Committee shall
have the power to: propose and consider suggestions as to candidates for
membership on the Board; periodically recommend to the Board candidates for
vacancies on the Board due to resignations or retirements or due to such
standards for open position of Board membership as may from time to time legally
prevail; review and recommend to the Board such modifications to the prevailing
Board of Directors retirement policy as may be deemed appropriate in light of
contemporary standards; and propose to the Board on or before September 1 of
each year a slate of Directors for submission to the Shareholders at the annual
meeting.
COMPENSATION OF DIRECTORS
Natural Solutions Corporation does not provide monetary compensation to
its Directors for their service on the Board of Directors. After a study
undertaken in 1999 to determine norms of compensation, the Company assessed its
strategy of compensating its Directors. In order to align the interests of the
Directors with the Shareholders of the Company, the Board recommended that the
Shareholders adopt the 1999 Stock Option Plan. At the last annual meeting of the
Shareholders, the 1999 Stock Option Plan was adopted, and the independent
directors were awarded the stock options disclosed under Share Ownership in this
Proxy
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Statement. In each case, the option exercise price was equivalent to the fair
market value of the shares of common stock on the date of the grant.
EXECUTIVE COMPENSATION
Summary Compensation Table
No executive of the Company received cash compensation in excess of
$100,000. The following Summary Compensation Table sets forth summary
information as to compensation received by the Company's Executive Officers as
executive officers for services rendered to the Company during the three fiscal
years ended July 31, 2000, and for the quarter ending October 31, 2000. None of
the Executive Officers were employed by the Company prior to the fiscal year
ending July 31, 2000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
---------------------------- ----------------------------------------------------
Bonus Other Restricted Securities All Other
Year Salary ($) Annual Stock underlying LTIP Compensation
Name and Principal ($) Compens. Award(s) options/ Payouts ($)
Position ($) ($) SARS (#) ($)
-------------------- ------ ------- -------- -------- --------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jim W. Foshee, 1998 $ - $ - $ - $ - - $ - $ -
President(1) 1999 $ - $ - $ - $ - - $ - $ -
2000 $ 69,120 $ - $ 18,219(2) $ - - $ - $ -
2001(4) $ 25,000 $ - $ - $ - 300,000 $ - $ -
Michael Klansek, 1998 $ - $ - $ - $ - - $ - $ -
Treasurer (1) (3) 1999 $ - $ - $ - $ - - $ - $ -
2000 $ 43,028 $ - $ - $ - - $ - $ -
2001(4) $ 19,531 $ - $ - $ - 150,000 $ - $ -
Louis Isakoff, 1998 $ - $ - $ - $ - - $ - $ -
Secretary (1) (3) 1999 $ - $ - $ - $ - - $ - $ -
2000 $ - $ - $ - $ - - - $ - $ -
2001(4) $ - $ - $ - $ - 100,000 $ - $ -
</TABLE>
(1) Mr. Foshee began his employment with the Company on November 22, 1999, and
accordingly no compensation is reflected for 1998 and 1999. Mr. Klansek began
his employment with the Company on January 3, 2000, and accordingly no
compensation is reflected for 1998 and 1999. Mr. Isakoff does not receive cash
compensation from the Company. In September 2000, the Directors approved the
issuance of employee stock options to all of the
13
<PAGE>
employees of the Company. Messrs. Foshee, Klansek and Isakoff were awarded the
option to purchase 300,000, 150,000 and 100,000 shares of common stock,
respectively at an exercise price of $0.35 per share, which options will expire
not later than September 30, 2010. As of the Record Date, none of the options
had been exercised.
(2) Mr. Foshee received a relocation allowance of $18,219 when he joined the
Company.
(3) Mr. Klansek and Mr. Isakoff are also employed by Robertson Asset Management,
Inc., a company wholly owned by Dr. Robertson, from which they each draw a
salary.
(4) For three months ending October 31, 2000.
Option Grants In Last Fiscal Year
The Company did not grant any options in its last fiscal year to its
executives. Therefore there are no options for which to provide the year end
option values.
Employment Agreements
The Company does not currently have employment agreements with its
executive officers, and each such executive officer is employed on an at-will
basis. The Company has discussed with its executive officers the terms of a
written employment agreement, but those terms have not yet been finalized.
Stock-Based Incentives and Stock Ownership
The Company believes that stock options are a very important component
of executive compensation because they encourage an executive to remain in the
Company's employ and link long-term rewards to stock price appreciation. The
Compensation Committee recognizes that such long-term incentives will motivate
executives to balance pressures to manage for the short- term with the steps
necessary to assure the Company's future vitality. Under the Company's regular
stock option incentive program, options are granted periodically, generally on
an annual basis, to executives.
In determining the size of a grant to an executive officer or
participating director under the stock option incentive program, the
Compensation Committee considers the number of shares (and amount of additional
cash compensation, if a component of a Long Term Incentive Plan ("LTIP") that
would be thought to be a meaningful incentive for long-term performance, given
the participant's position, responsibilities, level of cash and stock-based
incentive compensation, and expected contributions, based in part on industry
surveys, as well as the recommendations of employee benefits consultants who
have studied such compensation at comparable companies.
Internal Revenue Code Section 162(m)
In 1993, Congress enacted Section 162(m) of the Internal Revenue Code,
which limits the deductibility of executive compensation in excess of $1,000,000
per year. However, this limitation does not apply to performance-based
compensation, provided certain conditions are satisfied. The Company's policy is
generally to preserve the federal income tax deductibility of compensation paid
to its executives. Accordingly, to the extent feasible, the Company has taken
14
<PAGE>
action to preserve the deductibility of certain stock-based incentive awards to
its executive officers. However, notwithstanding the Company's general policy,
the Compensation Committee retains the authority to authorize compensation that
may not be deductible if it believes that it is in the interest of the Company
to do so. Other elements of compensation, including perquisites and cash and
other bonuses, even those based on performance, may also cause a covered
executive officer's income to exceed deductible limits.
Long-Term Compensation
Under the 1999 Stock Option Plan, the Board of Directors reviews and
approves awards to Natural Solutions Corporation key executives and personnel in
the form of stock options. These awards provide a strong incentive for the
executives and personnel.
Stock Options: All stock options have an option price equal to the
market value of Natural Solutions Corporation stock on the grant date. The
maximum term of each grant is typically 10 years. The terms and conditions may
vary based upon a variety of circumstances, including without limitation the
level of the executive, the nature of the services that the employee provides,
the state in which an employee lives, due to local or legal requirements. The
Company sets guidelines by executive level for the number of shares available
for grant.
According to the minutes of the November 11, 1998 Board meeting, 1.5
million shares of restricted stock were set aside for compensation as either
qualified or non-qualified stock options.
Market Information
The Common Stock of the Company is quoted on the NASDAQ pink sheets
under the symbol "ICBE." A summary of the historical quotes for the Company's
common stock is presented in table form below. Over-the-Counter and Pink Sheet
market quotations are provided. The quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not represent actual
transactions. The prices (high/low) are rounded up or down to the nearest
one-hundredth. The time periods are the Company's fiscal year which begins on
August 1 and ends the following July 31; the comparative calendar year time
period is displayed in parenthesis under the time period heading for the normal
calendar year.
Historical Quotes*
--------------------------------------------------------------------------------
Fiscal Year Calendar Year High Low
----------------- ------------- ----- -----
1st Quarter, 2000 (Aug to Oct) $2.69 $0.44
2nd Quarter, 2000 (Nov to Jan) $1.31 $0.63
3rd Quarter, 2000 (Feb to Apr) $1.13 $0.45
4th Quarter, 2000 (May to Jul) $1.19 $0.25
1st Quarter, 1999 (Aug to Oct) $1.56 $0.81
2nd Quarter, 1999 (Nov to Jan) $2.13 $1.38
3rd Quarter, 1999 (Feb to Apr) $5.00 $2.00
4th Quarter, 1999 (May to Jul) $6.50 $3.88
--------------------------------------------------------------------------------
15
<PAGE>
REPORT ON EXECUTIVE COMPENSATION BY THE
STOCK COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS
The Compensation Committee (the "Committee") comprises three members of
the Board of Directors, two of which are independent members at this time. It is
the responsibility of the Committee to review, recommend and approve changes to
the Company's compensation policies and benefits programs, to administer the
Company's stock plans, including approving stock awards to Directors, stock
option grants to executive officers and certain other stock option grants, and
to otherwise ensure that the Company's compensation philosophy is consistent
with the Company's best interests and is properly implemented. At certain times,
the entire Board of Directors fulfills these functions.
Compensation Philosophy
The Compensation philosophy of the Company is to (i) provide a
competitive total compensation package that enables the Company to attract and
retain key executive and employee talent needed to accomplish the Company's
goals and (ii) directly link compensation to improvements in the Company
financial and operational performance and increases in Shareholder value as
measured by the Company's stock price.
Compensation Program
The Company's compensation program for all employees emphasizes
variable compensation, primarily through performance-based grants of long-term,
equity-based incentives in the form of stock options. Salaries at all employee
levels are generally targeted at median market levels.
The Committee conducts ongoing reviews of total compensation levels,
structure, and design with the assistance of independent members who are
consultants to the Board of Directors. The objective of the reviews is to ensure
that Management and key employee total compensation opportunity links total
compensation to the Company's performance and stock price appreciation and keeps
pace with the Company's competitive trends.
The Company has managed compensation levels to ensure that they are
competitive and capable of retaining top performers over the long term. As a
result of the competitive reviews and compensation actions, the Committee
believes that the base salary, total cash compensation, and stock appreciation
opportunities for senior management, as well as those of the broad employee
population, are consistent with competitive market levels.
Base Salaries
The Committee or the full Board of Directors reviews each executive
officer's salary annually. In determining appropriate salary levels, the
Committee considers the officer's impact level, scope of responsibility, prior
experience, past accomplishments, and information about prevailing compensation
levels in relevant executive labor markets.
16
<PAGE>
Stock Options and Awards
The Committee believes that granting stock options provides officers
with a strong economic interest in maximizing stock price appreciation over the
longer term. The Company believes that the practice of granting stock options is
critical to retaining and recruiting the key talent necessary at all employee
levels to ensure the Company's continued success.
Further, the Committee believes that stock awards to Directors are
critical to recruiting and maintaining qualified persons to assist the Company
in its continuing development.
The Committee is responsible for administering the Company's stock
programs, including Director awards, individual stock option grants to officers
and aggregate grants to all plan participants. It is the Company's practice to
set option exercise prices at not less than 100% of the stock fair market value
on the date of grant. Thus, the value of the Shareholders' investment in the
Company must appreciate before an optionee receives any financial benefit from
the option. Options are generally granted for a term of ten years.
In determining the size of stock option grants, the Committee considers
the officer's responsibilities, the expected future contribution of the officer
to the Company's performance and the number of shares that continue to be
subject to vesting under outstanding options. In addition, the Committee
examines the level of equity incentives held by each officer relative to the
other officers' equity positions, their tenure, responsibilities, experience,
and value to the Company.
The Committee monitors the Company's equity-based compensation program
on an ongoing basis to ensure that Shareholders' resources are used effectively
and in the best interests of the Company.
The Committee will continue to monitor the Company's compensation
program in order to maintain the proper balance between cash compensation and
equity-based incentives and may consider further revisions in the future,
although it is expected that equity-based compensation will remain one of the
principal components of compensation.
The Committee will continue to monitor the Company's compensation
program in order to maintain the proper balance between cash compensation and
equity-based incentives and may consider further revisions in the future,
although it is expected that equity-based compensation will remain one of the
principal components of compensation.
The Committee believes that the Company's stock option plans have been
effective in attracting, retaining, and motivating executives and employees of
the Company over time and have proven to be an important component of the
overall compensation program.
Policy on Deductibility of Compensation
Section 162(m) of the U.S. Internal Revenue Code limits the tax
deductibility by a company of the compensation in excess of $1 million paid to
any of its five most highly compensated executive officers. However,
compensation which qualifies as "performance- based" is excluded from the $1
million limit if, among other requirements, the compensation is payable only
upon attainment of pre-established, objective performance goals under a plan
17
<PAGE>
approved by Shareholders. The Company has approved and adopted the 1999 Stock
Option Plan, which has been approved by the Company's Shareholders so that the
options granted under the Plan will be qualified as "performance-based" under
Section 162(m) and the income recognized by participants upon exercise will be
deductible by the Company.
Very truly yours,
Lowell W. Morse
Chairman, Compensation Committee
18
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's Directors and officers, and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities, to file
with the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. The Company became a
reporting Company subject to Section 16(a) on January 17, 2000.
To the best of the Company's knowledge, all executive officers and
Directors, and all holders of more than ten percent (10%) of the common stock of
the Company timely filed all reports required under Section 16(a) of the
Securities Exchange Act during the fiscal year ended July 31, 2000.
SIGNIFICANT LITIGATION INVOLVING MEMBERS OF THE BOARD OF DIRECTORS
OR OTHER SIGNIFICANT PERSONS
Former Director George Janke is named as a defendant in two lawsuits
arising from or related to his employment as an officer of Natural Solutions or
his membership on the Natural Solutions Corporation Board of Directors. These
suits are: a suit by the Johnson family for fraudulent misrepresentation and
seeking to rescind the 1997 sale of Ice Ban, Inc. (New York) and a suit by Sears
Oil Co. vs. Natural Solutions Corporation, Ice Ban USA, Inc., George A. Janke,
et al. These suits are discussed in more detail in Natural Solutions' Form
10-KSB, Part I, Item 3, Legal Proceedings.
The President and the Treasurer of Natural Solutions have been named in
their individual capacity in a third party complaint arising out of a complaint
filed by the Company in the action entitled Natural Solutions Corporation v.
Terrabind, International, Inc., et al., Case No. CL 00- 4730 AD, in the 15th
Judicial Circuit in and for Palm Beach County, Florida. The third party claim
alleges civil theft, defamation, negligent misrepresentation, breach of
contract, and breach of a purported stock purchase agreement. The suit is
discussed in more detail in Natural Solutions Corporation's Form 10-KSB, Part I,
Item 3, Legal Proceedings.
In the opinion of the Natural Solutions Corporation Board of Directors,
no other Director or significant person is involved in any litigation
significant in terms of impact on the Company or in terms of that person's
qualifications or ability to fulfill their responsibilities.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Agreement Relating to the Vote of Common Stock by a Related Party
Former Director George Janke reached an agreement with Dr. Robertson,
the Company's Chairman, granting Dr. Robertson the right to vote shares held by
a trust of which Mr. Janke was trustee until the Company's debt to Dr.
Robertson, as evidenced by the $750,000 Convertible Debenture, is fully paid. In
addition, Mr. Janke pledged certain artwork, owned by the Janke
19
<PAGE>
Family Trust, as security for the Company's debt to Dr. Robertson. Mr. Janke
died in April, 2000.
Pursuant to the Debenture between Dr. Robertson, Natural Solutions
Corporation, George A. Janke, and Janke Family Trust dated August 11, 1999, and
the Investment Agreement dated August 11, 1999, Mr. Janke, the Janke Family
Trust, and Natural Solutions Corporation agreed that any of the following
actions will require Dr. Robertson's agreement:
A. Amendment to the Articles of Incorporation or Bylaws to increase or
decrease the size of the Board of Directors.
B. Repurchase or redemption of equity securities (including options,
warrants, or other derivative), or payment of dividends or to the
distributions on equity securities.
C. Any transaction or series of transactions in which control is or may
be transferred.
D. Voluntary liquidation, dissolution, re- capitalization, or
reorganization or any filing under state or federal law for the
protection of debtors.
E. Merger, consolidation or sale of all or substantially all of the
assets of the Company.
F. Transactions between the Company and any employee, director of 1% or
greater Shareholder.
G. Declaration of dividends.
H. Entrance into any debt for $250,000 or greater.
Agreement Relating to the Appointment of Members of the Board by a Related Party
Pursuant to a Stock Purchase Agreement dated October 29, 1999, Dr.
Robertson, the Company's Chairman, is entitled to select three of seven or four
of nine members of the Board of Directors of the Company so long as the Company
owes Dr. Robertson any money.
Financing Activities
The Company has recorded an infusion of $2,785,000 from financing
activities since the end of fiscal year 1999. The infusion of funds took place
in five separate transactions with Dr. Robertson.
a) The first was a $750,000 convertible debenture bearing interest at 10%
per annum and maturing on August 11, 2001. Prior to repayment, the
principal and accrued and unpaid interest were originally convertible
into the Company's common stock at a price of $0.75 per share. The
debenture includes two detachable warrants entitling the holder to
purchase up to three million shares of the Company's common stock at a
price of $0.75 per share. The warrants originally expired as follows:
one million shares on July 28, 2000 and two million shares on August
9, 2004. As a part of the transaction, Mr. Janke agreed to vote his
shares consistent with the desires of this investor. Certain terms of
the debenture and warrants were amended as a part of a further
financing transaction dated June 1, 2000, described below.
b) The second financing transaction, dated October 29, 1999, was for $1
million through the sale of four million shares of common stock to Dr.
Robertson. As a part of the transaction, Dr. Robertson acquired, among
other rights, the right to name up to three of seven or four of nine
of the Directors of the Company.
c) On June 1, 2000 Dr. Robertson invested an additional $250,000 in the
form of a convertible debenture bearing interest at 10%, maturing on
June 1, 2005, and secured by the assets of the
20
<PAGE>
Company. The principal amount and unpaid accrued interest may be
converted into common stock of the Company at a rate of $0.25 per
common share at anytime prior to repayment. As a condition of the
debenture, the Company amended the conversion rate of the $750,000
debenture and exercise price of the detachable warrants, dated August
11, 1999, from $0.75 to $0.25 per common share and secured the
debenture, as well as future loans from Dr. Robertson, with the assets
of the Company.
d) On July 31, 2000 Dr. Robertson invested an additional $350,000 in the
form of a convertible debenture bearing interest at 10%, maturing on
July 31, 2005, and secured by the assets of the Company. The principal
amount and unpaid accrued interest may be converted into common stock
of the Company at a rate of $0.25 per common share at anytime prior to
repayment.
e) On August 31, 2000 Dr. Robertson invested an additional $435,000 in
the form of a convertible debenture bearing interest at 10%, maturing
on September 1, 2005, and secured by the assets of the Company. The
principal amount and unpaid accrued interest may be converted into
common stock of the Company at a rate of $0.25 per common share at
anytime prior to repayment
The Company believes that it is necessary to raise additional debt or
equity capital in order to meet its short-term liquidity and solvency needs over
the next twelve months while maintaining operations and supporting the continued
expansion of the marketing, sales, and distribution efforts throughout the
United States. Currently, sales volumes do not produce sufficient profits to
support the expansion planned for the remainder of the current fiscal year. The
Company is seeking to raise an additional $3,000,000 in debt and equity to
finance its current operational plans and expand its sales, marketing, and
distribution networks. Dr. Robertson has committed $1,000,000 of these funds, of
which $900,000 has already been invested in the Company, and the Company is
seeking other qualified investors to fund the remaining $2,000,000.
In October 2000 the Company began an exempt offering of 8% convertible
preferred stock as a part of a financing plan to raise up to $2,000,000 toward
implementation of the Company's strategic plan. The preferred stock was offered
to accredited investors in minimum lots of 1000 shares at $100 per share. The
preferred stock is convertible into common stock of the Company at 200 common
shares to one share of preferred stock. The outcome of the offering has not been
determined.
There are no transactions between the Company and any of its officers,
Directors, principal Shareholders, employees or consultants which are required
to be reported, and which have not been reported in the Company's filings with
the Securities and Exchange Commission.
21
<PAGE>
ELECTION OF DIRECTORS
(Item 1)
The Company's Board of Directors has nominated Robert E. Freer, Jr.,
for re-election as Director of the Company, to serve for a three-year term and
until his successor is duly elected and qualified. Under the staggered board of
Natural Solutions Corporation, the director to be elected this year at the
Annual Meeting by the Shareholders will serve a three-year term. The nominee is
currently a director. The following information is furnished with respect to the
nominee for election as director. The age of the nominee is as of November 1,
2000.
Name Age Business Experience
------------------- ---- --------------------------------------
Robert E. Freer, Jr. 59
Robert E. Freer, Jr., has been a Board Member of the Company
since April 8, 1998. On November 12, 1998, Mr. Freer was
re-elected as director to a term ending in November 2000. He
is an attorney and has been an officer and director of the
Washington, D.C. law firm of Baise, Miller & Freer P.C., and
practiced with the firm's predecessor organization since
1995. .Mr. Freer is a Registered Investment Advisor and
President of Monticello Capital, Ltd., and Black Hawk
Bermuda, Ltd. Prior to entering private law practice, Mr.
Freer served in several senior level positions at the
Federal Trade Commission and the U.S. Department of
Transportation. For almost ten years, Mr. Freer was Vice
President and Washington Counsel for Kimberly Clark
Corporation, where he was also General Counsel in Roswell,
Georgia from 1983 to 1984. Mr. Freer was appointed by
President Reagan as a member of the President's Commission
on White House Fellowships, and served as one of the
founders and the first General Counsel of the Republican
National Lawyers Association. Mr. Freer served as the
National Chairman of Corporate Counsel for Reagan-Bush 1984,
and was Assistant General Counsel of the 1988, 1992, and
1996 Republican Conventions. Mr. Freer is a graduate of
Princeton University and the University of Virginia Law
School.
The Board of Directors recommends that the Company's Shareholders
vote FOR this nominee.
A plurality of the votes cast at the Meeting is required to elect the
nominee as Director. Unless authority to vote for the nominee is withheld, the
shares represented by the enclosed proxy will be noted FOR the election as
Director of such nominee.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THE ABOVE INDIVIDUAL
AS A DIRECTOR AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH
ELECTION.
22
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(Item 2)
Upon the recommendation of the Audit Committee and subject to the
approval of the Shareholders, the Board of Directors of the Company has
recommended the firm of PricewaterhouseCoopers, LLP as the independent certified
public accountants of the Company for the current fiscal year. Although the
appointment of PricewaterhouseCoopers, LLP as the independent certified public
accountants of the Company does not require ratification by the Company's
Shareholders, the Board of Directors considers it appropriate to obtain such
ratification. Accordingly, the vote of the Company's Shareholders on this matter
is advisory in nature and has no effect upon the Board of Directors' appointment
of a firm of independent certified public accountants, and the Board of
Directors may change the Company's auditor at any time without the approval or
consent of the Shareholders. The Board proposes and unanimously recommends that
the Shareholders ratify the selection of PricewaterhouseCoopers, LLP by adopting
the following resolution:
RESOLVED, that the appointment by the Board of Directors of the Company of
PricewaterhouseCoopers, LLP as the independent certified public accountants
of the Company for the current fiscal year be, and such appointment hereby
is, ratified, confirmed and approved.
If the Shareholders do not ratify the selection of
PricewaterhouseCoopers, LLP by the affirmative vote of the holders of a majority
of votes cast by the shares of Common Stock represented in person or by proxy at
the Annual Meeting, the selection of another independent certified public
accountant will be considered by the Board of Directors.
The principal accountant(s) for the current fiscal year will not be
present at the annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S
SHAREHOLDERS VOTE FOR THIS PROPOSAL.
The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify the appointment of the independent auditor
OTHER MATTERS
The Board of Directors knows of no other business to be brought before
the Annual Meeting. If, however, any other business should properly come before
the Annual Meeting, the persons named in the accompanying proxy will vote
proxies as in their discretion they may deem appropriate, unless they are
directed by a proxy to do otherwise.
SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the 1934 Act, a Shareholder intending to
present a proposal to be included in the Company's Proxy Statement for the
Company's 2001 Annual Meeting of Shareholders must deliver a proposal in writing
to the Company's principal executive offices no later than July 13, 2001.
23
<PAGE>
Pursuant to Rule 14a-4 under the 1934 Act, the Company intends to
retain discretionary authority to vote proxies with respect to Shareholder
proposals for which the proponent does not seek inclusion of the proposed matter
in the Company's Proxy Statement for the Company's 2001 Annual Meeting of
Shareholders except in circumstances where (i) the Company receives notice of
the matter no later than December 1, 2000 and (ii) the proponent complies with
the other requirements set forth in Rule 14a-4.
By Order of the Board of Directors
/s/ Louis A. Isakoff
Louis A. Isakoff
Secretary
Chesapeake, Virginia
November 10, 2000
24
<PAGE>
NATURAL SOLUTIONS CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 12, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a Shareholder of Natural Solutions Corporation, a
Nevada corporation (the "Company"), does hereby appoint Louis A. Isakoff and
Michael D. Klansek, and each of them, the true and lawful attorneys and proxies,
with full power of substitution, for and in the name, place and stead of the
undersigned to vote, as designated on the reverse side, all of the shares of
stock of the Company which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders of the Company to be
held at the Founders Inn & Conference Center, 5641 Indian River Rd., Virginia
Beach, VA 23464, on December 12, 2000, at 10:30 A.M., local time, and at any
adjournment or adjournments thereof.
The undersigned hereby revokes any proxy or proxies heretofore given and
ratifies and confirms all that the proxies appointed hereby, or any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof. All of
said proxies or their substitutes who shall be present and act at the meeting,
or if only one is present and acts, then that one, shall have and may exercise
all of the powers hereby granted to such proxies. The undersigned hereby
acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy
Statement, both dated November 10, 2000, and a copy of the Annual Report on Form
10-KSB for the fiscal year ended July 31, 2000.
UNLESS OTHERWISE DIRECTED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE [SEE REVERSE SIDE]
[X] Please mark votes as in this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEE FOR DIRECTOR NAMED
BELOW.
Item 1. ELECTION OF DIRECTORS. Nominee: Robert E. Freer, Jr.
FOR [_] AGAINST [_] ABSTAIN [_]
Item 2. PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS,
LLP
FOR [_] AGAINST [_] ABSTAIN [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
THE SELECTION OF PRICEWATERHOUSECOOPERS, LLP
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [_]
25
<PAGE>
Item 3. To vote with discretionary authority with respect to all other matters
which may come before the meeting.
[_] _________________________________________________ {Please sign here to
authorize your Proxy to vote FOR all such other matters which may come before
the meeting}
NOTE: Your signature should appear the same as your name. In signing as
attorney, executor, administrator, trustee or guardian, please indicate the
capacity in which signing. Please sign exactly as your name appears hereon. When
signing as joint tenants, all parties in the joint tenancy must sign. When a
proxy is given by a corporation, it should be signed by an authorized officer.
No postage is required if returned in the enclosed envelope and mailed in the
United States.
Signature: ________________________________ Date: _____________
Signature: ________________________________ Date: _____________
26
