SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 section 240.14a-11(c) or section
240.14a-12
..........................................................................
ENGINEERING MEASUREMENTS COMPANY
(Name of Registrant as Specified In Its Charter)
..........................................................................
ENGINEERING MEASUREMENTS COMPANY
(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 transaction applies:
..........................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state
how it was determined):
..........................................................................
(4) Proposed maximum aggregate value of transaction:
..........................................................................
(5) Total fee paid:
..........................................................................
[ ] Fee paid previously with preliminary materials.
..........................................................................
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
..........................................................................
(2) Form, schedule or registration statement no.:
..........................................................................
(3) Filing party:
..........................................................................
(4) Date filed:
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<PAGE>
PROXY ENGINEERING MEASUREMENTS COMPANY PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF THE SHAREHOLDERS
TO BE HELD NOVEMBER 12, 1999
The undersigned hereby constitutes, appoints and authorizes Charles E.
Miller, as the true and lawful attorney and Proxy of the undersigned with
full power of substitution and appointment, for and in the name, place and
stead of the undersigned to act for and vote as designated below, all of the
undersigned's shares of the $.01 par value common stock of Engineering
Measurements Company, a Colorado corporation, at the Annual Meeting of
Shareholders to be held at the Company's headquarters, 600 Diagonal Highway,
Longmont Colorado at 10:00 a.m. local time on November 12, 1999 and at any
and all adjournments thereof, for the following purposes:
1. To elect Directors to serve until the next Annual Meeting of Shareholders
and until their successors are duly elected and qualified:
[ ] FOR all nominees listed below (except as marked to the contrary):
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below:
Charles E. Miller Walter Kluck Thomas G. Miller William A. Ringer
(Instructions: To withhold authority to vote for any individual nominee, draw
a line through or otherwise strike out his name. If authority to vote for
the election of any nominee is not withheld, the execution of this Proxy
shall be deemed to grant such authority.)
2. To vote on a proposal to adopt an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of the Company's
common stock from 5,000,000 shares to 15,000,000 shares
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
- -----------------------------------------------------------------------------
The undersigned hereby revokes any Proxies as to said shares heretofore given
by the undersigned, and ratifies and confirms all that said attorneys and
Proxies may lawfully do by virtue hereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL PROPOSALS. THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN
RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders and Proxy Statement furnished herewith and the Company's
Annual Report on Form 10-KSB previously mailed to shareholders. Signature(s)
should agree with the name(s) shown hereon. Executors, administrators,
trustees, guardians and attorneys should indicate when signing. Attorneys
should submit power of attorney.
Dated:_____________________, 1999
_________________________________
Signature of Shareholder
_________________________________
Joint Owner Signature (if any)
_________________________________
Please indicate change of address
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ENGINEERING
MEASUREMENTS COMPANY. PLEASE SIGN AND RETURN THIS PROXY TO THE COMPANY. THE
GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND
THE MEETING.
<PAGE>
ENGINEERING MEASUREMENTS COMPANY
600 DIAGONAL HIGHWAY
LONGMONT, CO 80501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on November 12, 1999
TO THE SHAREHOLDERS OF ENGINEERING MEASUREMENTS COMPANY:
The Annual meeting of the Shareholders of Engineering
Measurements Company, hereinafter referred to as the "Company",
will be held at the Company's headquarters, 600 Diagonal Highway,
Longmont Colorado on November 12, 1999, at 10:00 a.m., local
time, pursuant to call therefor by the Board of Directors for the
following purposes:
1. To elect Directors to serve until the next Annual Meeting of
Shareholders of the Company or until their successors have been
duly elected and qualified.
2 . To vote on a proposal to adopt an amendment to the Company's
Articles of Incorporation to increase the number of authorized
shares of the Company's common stock from five million to fifteen
million.
3. To transact such other business as may properly come before
the meeting, or any adjournment thereof.
The Board of Directors has fixed the close of business on
September 24, 1999 as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting.
By Order of The Board of Directors
/s/ Charles E. Miller
Charles E. Miller, President
October 8, 1999
YOUR VOTE IS IMPORTANT
Please complete, sign, date and execute and return the enclosed
Proxy Card promptly, whether or not you intend to be present at
the meeting. Should you decide to attend the meeting and are a
shareholder of record, you may vote in person at that time if you
so desire. Your attention to the enclosed Proxy Statement
furnished by Management and authorized by the Board of Directors
is urged. Your proxy may be revoked at any time before it is
voted.
<PAGE>
ENGINEERING MEASUREMENTS COMPANY
600 Diagonal Highway
Longmont, CO 80501
(303) 651-0550
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held on November 12, 1999
The accompanying Proxy is solicited by the Board of Directors of
Engineering Measurements Company, a Colorado corporation, hereinafter
called the "Company," for use at the Annual Meeting of Shareholders
to be held on Friday, November 12, 1999 at 10:00 a.m. local time, at
the Company's headquarters, 600 Diagonal Highway, Longmont Colorado
80501, and at any recesses or adjournments thereof. This Proxy
Statement and the accompanying Proxy Card and Proxy Notice materials
are being mailed to shareholders on or about October 8, 1999.
The Proxy may be revoked at any time by the shareholder of record
before it is exercised. All shares of stock represented by valid
Proxies received prior to the meeting pursuant to this solicitation
and not revoked before they are exercised will be voted. In each
case where the shareholder has appropriately specified how the Proxy
is to be voted, it will be voted in accordance with such specification.
Unless specific instructions are given to the contrary, the persons
named in the accompanying proxy will vote FOR the election of the four
persons nominated to serve as directors of the Company and FOR the
adoption of an amendment to the Company's Articles of Incorporation
to increase the number of authorized shares of the Company's common stock
from 5,000,000 shares to 15,000,000 shares. Abstentions received
with respect to any proposal will be counted for purposes of determining
whether a quorum is present at the Meeting, but will not be counted for
purposes of determining whether the requisite vote has been obtained for
the proposal. Broker non-votes with respect to a particular proposal will
not be counted for purposes of either determining whether a quorum is
present at the Meeting or determining whether the requisite vote for
such proposal has been obtained. The giving of a proxy will not affect a
shareholder of record's right to attend the meeting and vote in person.
Any shareholder giving a proxy has the right to revoke it at any time
before it is exercised by executing and returning a proxy bearing a later
date, by giving written notice of revocation to the Company's secretary,
or by attending the meeting and voting in person.
The Board of Directors recommends a vote FOR the election of Directors and
FOR the adoption of an amendment to the Company's Articles of Incorporation
to increase the number of authorized shares of the Company's common stock
from 5,000,000 shares to 15,000,000 shares.
PERSONS MAKING THE SOLICITATION
This Proxy is solicited by the Board of Directors of the Company. In
addition to the solicitation of Proxies by mail, certain of the
officers or employees of the Company, without extra remuneration, may
solicit Proxies personally or by telephone, facsimile, telegraph or
cable. The total expense of such solicitation will be borne by the
Company and will include reimbursement paid to brokerage firms and
other custodians, nominees and fiduciaries for their expense in
forwarding solicitation material regarding the meeting to beneficial
owners.
Page 1 of 10
<PAGE>
REQUIRED VOTE FOR EACH PROPOSAL
The four nominees for director receiving the highest number of votes
cast by shareholders of the Company entitled to vote thereon,
assuming that a quorum of a majority (a "Quorum") of the outstanding
shares of common stock of the Company entitled to vote at the Meeting
is present in person or by proxy, will be elected to serve on the
Board of Directors. The proposal to increase the authorized number
of shares will be adopted if it is approved by a majority of the
shares of common stock issued, outstanding and entitled to vote at
the meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The date for determination of Shareholders entitled to vote at the
meeting (the "Record Date") is the close of business on September 24,
1999. On such date there were outstanding 4,067,361 shares of Common
Stock, $.01 par value (the "Common Stock") of the Company, each of
which is entitled to one (1) vote.
On the Record Date the security ownership of each person who owned of
record or beneficially, to the knowledge of the Company, five percent
(5%) or more of any class of voting securities of the Company, and of
each current Director (and each nominee Director) and of the Officers
and Directors (and nominees) as a group was as follows. All
information is based on information furnished by each such person.
Unless otherwise stated, the indicated persons have sole voting and
investment power over the shares listed.
Name of Amount and Nature Percent
Title of Class Beneficial Owner of Ownership of Class
Common Stock Charles E. Miller 1,570,026 (1) 38.4
Common Stock William A. Ringer 123,625 (2) 3.0
Common Stock Saeid Hosseini 89,250 (3) 2.2
Common Stock David S. Miller 474,090 (4) 11.7
Common Stock Walter Kluck 29,293 (5) 0.7
Common Stock Thomas G. Miller 521,037 (6) 12.7
Common Stock Ken Teegardin 41,000 (7) 1.0
All Directors and Officers as a Group
(Six Persons) 2,374,231 55.9
(1) Record and Beneficial; includes 1,543,932 shares of common
stock owned directly; and an option to purchase 26,094 shares
of common stock under the 1991 Incentive Plan; Mr. Miller has
sole voting and investing power on 1,497,057 of the owned
shares; the remaining 46,875 shares have shared voting and
investment power. Charles E. Miller's business address is
600 Diagonal Highway, Longmont, CO 80501.
Page 2 of 10
<PAGE>
(2) Record and Beneficial; includes 98,125 shares of common stock
owned with sole voting and investment power; 500 shares with
shared voting and investment power; and an option to
purchase 25,000 shares of common stock under the 1997
Incentive Plan. William A. Ringer's address is P.O. Box
1018, Wilson, WY 83014.
(3) Record and Beneficial; includes 51,537 shares of common stock
owned with sole voting and investment power; an option to
purchase 25,213 shares of common stock under the 1991
Incentive Plan; and an option to purchase 12,500 shares of
common stock under the 1997 Incentive Plan. Saeid Hosseini's
business address is 600 Diagonal Highway, Longmont, CO 80501.
(4) Record and Beneficial; includes 474,090 shares of common
stock owned. David Miller has sole voting and investment
power for 435,715 of the shares; the remaining 38,375 shares
have shared voting and investment power. David Miller is a
5% shareholder but is not an officer or director of the
Company. David S. Miller's business address is 420 E.
Armour, N. Kansas City, MO 64166.
(5) Record and Beneficial; includes 4,293 shares of common stock
owned with sole voting and investment power; and an option to
purchase 25,000 shares of common stock under the 1997
Incentive Plan. Walter Kluck's business address is P.O. Box
421, Clifton, NJ 07015.
(6) Record and Beneficial; includes 496,037 shares of common
stock owned. Tom Miller has sole investment power for
491,787 of the shares; the remaining 4,250 shares have shared
voting and investment power ; and an option to purchase
25,000 shares under the 1997 Incentive Plan. Thomas G.
Miller's business address is 11725 W. 112th St., Overland
Park, KS 66210.
(7) Record and Beneficial; includes an option to purchase 18,500
option to purchase 22,500 shares under the 1997 Incentive
Plan. Ken Teegardin's business address is 600 Diagonal
Highway, Longmont, CO 80501.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Bylaws, as amended, provide for a Board of four (4) Directors.
Management recommends the election of the nominees listed below as
Directors, to hold office until the next Annual Meeting of
Shareholders or until their successors are elected and qualify.
Except where otherwise instructed, proxies will be voted for election
of all the nominees. If, at the time of the 1999 Annual Meeting of
Shareholders, any of such nominees should be unable to or decline to
serve, the discretionary authority provided in the Proxy will be
exercised to vote for a substitute. Management has no reason to
believe that any substitute nominee or nominees will be required.
Page 3 of 10
<PAGE>
The following Table indicates the name of each of the Company's
Directors and nominees for Directors, their ages and business
experience during the past five (5) years:
Year First Position, Date first held
Elected as and Principal Occupation
Director (For Past Five Years)
Name of Director Age
Charles E. Miller 61 1967 Chief Executive Officer, President,
Director and Chairman of the Board;
Member of the Incentive Plan
Committee; previously President from
1967 to 1987.
William A. Ringer 65 1978 Director, Member of the Audit,
Compensation and Incentive Plan
Committees; Retired President of
Granville Phillips Company, Boulder,
Colorado, which is not an affiliate
of the Company. Prior to June 1999,
employed by Granville Phillips in an
executive capacity for more than five
years prior to the date of this
report.
Thomas G. Miller 52 1995 Director, Member of the Compensation
and Incentive Plan Committees; CEO
and physician of College Park Family
Care Center of Overland Park, Kansas,
which is not an affiliate of the
Company. Employed by College Park
Family Care Center in an executive
capacity for more than five years
prior to the date of this report.
Walter Kluck 71 1995 Director, Member of the Audit,
Compensation and Incentive Plan
Committees; CEO of Industrial
Representatives, Inc. of Clifton, New
Jersey, which is not an affiliate of
the Company. Employed by Industrial
Representatives, Inc. in an executive
capacity for more than five years
prior to the date of this report.
The Board of Directors has standing Audit, Compensation and Incentive
Plan Committees. Mr. Ringer and Mr. Kluck constitute the members of
the Audit Committee, and Messrs. Thomas Miller, Ringer, and Kluck
serve on the Compensation Committee. The Audit Committee reviews
financial statements. The Audit Committee met once during the fiscal
year ending April 30, 1999. The Compensation Committee meets
informally as required to recommend to the Board of Directors the
compensation to be paid to the officers of the Company and to
recommend to the Board of Directors any other profit sharing and
bonus issues that may come before the Board of Directors. The
Compensation Committee met once formally during fiscal year 1999.
The entire Board of Directors serves as the committee under the
Company's 1997 Incentive Plan which provides for equity compensation
to officers, directors, shareholders and contractors. Charles
Miller, William A. Ringer, Thomas G. Miller and Walter Kluck
constitute the members of the Incentive Plan Committee, which met
once during the fiscal year ending April 30, 1999.
The Board of Directors held four meetings during the fiscal year
ending April 30, 1999. All Directors attended all meetings with the
exception of Mr. Ringer who attended three of the four meetings.
All Directors hold office until the next annual meeting of the
shareholders of the Company or until their successors have been
elected and qualified. Officers serve at the discretion of the Board
of Directors and are elected annually.
Page 4 of 10
<PAGE>
None of the Directors have been involved in any litigation or
bankruptcy during the past five years.
Charles E. Miller, Thomas G. Miller and David S. Miller are brothers.
David S. Miller is one of the Company's investment brokers.
Section 16(a) Beneficial Ownership Reporting Compliance
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. Officers, directors and greater
than ten-percent shareholders are required by SEC regulation to
furnish the Company with the copies of all Section 16(a) forms they
file. Based solely on review of the copies of such forms furnished
to the Company, or written representations that no Forms 5 were
required, the Company believes that during the last fiscal year, all
Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were
complied with.
PROPOSAL 2 - CHANGE IN AUTHORIZED NUMBER OF SHARES
The Company's Restated Articles of Incorporation currently
provide that the Company shall have the authority to issue five
million (5,000,000) shares of common stock, having a par value of one
cent ($.01) per share. The Board of Directors has unanimously
adopted a proposed amendment to the Restated Articles of
Incorporation as follows:
"FOURTH: (a) The aggregate number of shares which the
corporation shall have authority to issue shall be fifteen
million (15,000,000) shares of common stock, having a par
value of one cent ($.01) per share."
Reasons For and Intended Effect of the Proposed Amendment
The Board of Directors believes that the ability to issue additional
shares of common stock will provide the Company with valuable
flexibility in connection with future acquisitions, equity
financings, stock distributions, stock splits, employee benefit plans
and other corporate purposes. Any cash sales or other issuances of
common stock would be made only on terms the Board of Directors
believes to be in the best interest of the Company and its
shareholders.
At the time of the filing of this proxy statement with the SEC, the
number of outstanding shares of the Company was 4,067,361. There
were outstanding options for 106,057 shares under the Company's 1991
Incentive Plan. There were outstanding options for 236,875 shares
under the 1997 Incentive Plan with another 235,625 available to be
issued under the plan. The Company's 1998 Employee Stock Purchase
Plan authorized sales of up to 187,500 shares of which 184,981 were
available to be issued at the date of this filing. This brings the
total number of shares outstanding plus commitments under the
authorized plans to 4,830,899.
The additional shares of common stock would be issuable by the
Company without further authorization by shareholders on such terms
as the Company's Board of Directors may lawfully determine. The
effect of authorization and issuance of additional shares of common
stock (other than on a pro rata basis among holders of common stock)
would be to dilute the present voting power of some or all holders of
common stock. In some circumstances, issuance of additional shares
of common stock could result in the dilution of the net income per
share, net book value per share, and voting rights of the shares of
common stock currently outstanding. Holders of the Company's common
stock have no preemptive rights.
The Company currently has no plans to use the additional authorized
shares except for issuances under the above described incentive and
purchase plans.
Effect of the Proposed Amendment as to Takeovers
The Board of Directors considers that its evaluation of any takeover
bid could be based primarily on a determination of what is in the
best interests of the Company and all of its shareholders. Factors
influencing that determination may include the resultant effect of
the takeover upon the Company's then remaining minority shareholders,
its employees, its customers, and the communities in which it serves.
The proposed amendment is not being recommended in response to any
effort of which the Board of Directors is aware to obtain control of
the Company, but rather is being recommended for the corporate
reasons outlined above. The proposed amendment will not prevent a
takeover that is approved by the members of the Board of Directors.
Page 5 of 10
<PAGE>
If adopted, the proposed amendment could have the effect of
discouraging a third party from making a tender offer or otherwise
attempting to obtain control of the Company, even though such an
attempt might, in some cases, be beneficial to the Company and its
shareholders. Issuance of additional shares could serve to
discourage the accumulation of substantial stock positions as a
prelude to an attempted takeover or significant corporate
restructuring, proxy fights and partial tender offers with the use of
"two-tiered" pricing. This would serve to increase management's
stability, and thereby give it the necessary security to make long
range corporate plans, as well as to respond to attempted
acquisitions. It could also serve to prevent acquisitions resulting
in dissimilar and possibly unfair treatment of the Company's
shareholders.
Although the Board of Directors currently has no intention of doing
so, shares of authorized, unissued and unreserved common stock could
(within the reasons imposed by applicable law) be issued to a holder
who might thereby obtain sufficient voting power to ensure that any
proposal to remove directors, or any alteration, amendment, or repeal
of certain provisions to the Restated Articles of Incorporation,
would not receive the shareholder vote required therefor.
Accordingly, the power to issue new shares of common stock could
enable the Board of Directors to make it more difficult to replace
incumbent directors or accomplish certain business combinations
opposed by the incumbent Board of Directors.
Vote Required
Adoption of the proposed amendment requires that it be approved by a
majority of the Shares of common stock issued, outstanding and
entitled to vote at the meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" ADOPTION OF THE AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.
The enclosed Proxy provides that each shareholder may specify that
his or her shares be voted "FOR" the Amendment to the Restated
Articles of Incorporation. At the Annual Meeting, the shares
represented by the Proxies will be voted in accordance with
shareholder instructions, and, if no instructions are given, for the
Amendment.
Page 6 of 10
<PAGE>
EXECUTIVE OFFICERS
The Table below indicates the name of each of the Company's executive
officers, their ages and positions, and their business experience
during the past five (5) years.
Position, Principal
Name of Officer Age Occupation (for the past 5 years)
Charles E. Miller 61 Chief Executive Officer, President,
Chairman of the Board and Secretary;
previously President from 1967 to 1987.
Saeid Hosseini 36 Vice President Sales and Marketing.
Previously Product Line Manager, and
Manager of Applications Engineering.
Employed by the Company for more than
five years prior to the date of
this proxy statement.
Ken H. Teegardin 37 Vice President of Operations.
Previously Director of Manufacturing,
employed at the Company since 1995.
Employed in a manufacturing management
capacity at Johnson Yokogawa Corporation,
Newnan, Georgia, which is not an
affiliate of the Company, for more than
five years prior to the date of this
proxy statement.
SIGNIFICANT EMPLOYEES
The Table below indicates the name of each of the Company's
significant employees, their ages and positions, and their business
experience during the past five (5) years.
Position, Principal
Name of Employee Age Occupation (for the past 5 years)
John B. Thompson 42 Director of Marketing since August
1999. Prior to August 1999,
Controller since August 1992.
Louis T. Yoshida 57 Director of Engineering since January
1995. Employed as president, director
of research and development at Innovative
Technology Corporation, Longmont,
Colorado, whih is not an affiliate of
the Company, for more than five years
prior the date of this proxy statement.
Christopher M. Hurley 42 Controller since August 1999. Accounting
Manager from December 1994. Employed as
Accountant for Philips Laser Magnetic
Storage, Colorado Springs, Colorado, which
is not an affiliate of the Company, for
more than five years prior to the date of
this proxy statement.
Page 7 of 10
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation awarded to,
earned by, or paid to the Company's Chief Executive Officer and no
other officers received compensation over $100,000 for services in
all capacities to the Company during the fiscal years ended April 30,
1997, 1998 and 1999:
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
<CAPTION>
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h)
Other Securities All
Name and Annual Restricted Underlying Other
Principal Compen- Stock Options/ Compen-
Position Year Salary($) Bonus($) sation($)(1) Awards($) SAR's(#)(2) sation($)(3)
<S> <C> <C> <C> <C> <C> <C> <C>
Charles E. 1997 $133,688 $2,651 0 0 12,500 $1,408
and Chairman 1998 $135,000 $0 0 $67,500 0 $1,350
of the Board 1999 $135,000 $0 0 0 0 $1,350
</TABLE>
(1) Other Annual Compensation reflects the dollar value of the
market price over the exercise price on options exercised.
(2) The Securities Underlying Options reflects the five-for-four
stock split that occurred in October 1998.
(3) Other Compensation for Mr. Miller reflects the matching portion
of the Company's 401K plan.
Page 8 of 10
<PAGE>
Option/SAR Grants in Last Fiscal Year
During fiscal year ending 1999, no stock options were granted to the
Chief Executive Officer.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of Unexercised
Underlying Unexercised
Unexercised In-the-Money
Options/SAR's at Options/SAR's at
FY-End (#) FY-End ($)
Shares
Acquired Value Exercisable/ Exercisable/
Name On Exercise(#) Realized($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Charles E. Miller 0 $0 13,594/0 $24,469/$0
6,250/0 $12,500/$0
6,250/0 $9,375/$0
</TABLE>
Long-Term Incentive Plans - Awards in Last Fiscal Year
During fiscal year 1999 there were no Long Term Incentive Plans of the Company.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company received an annual
Director's fee of $3,000. This fee is paid whether or not the
Director attends meetings of the Board and its Committees.
Under the 1997 Incentive Plan, in fiscal year 1999, non-qualified
stock options were granted to purchase 75,000 shares, 25,000 each to
William A. Ringer, Walter Kluck, and Thomas G. Miller, exercisable at
$3.95 per share and vesting over the period from October 22, 1998 to
October 22, 2001.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended April 30, 1998, Mr. Charles Miller
converted $353,790 in loans from a stockholder into 345,766 shares of
common stock of the Company as provided in the loan agreement.
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton served as the Company's independent
certified public accountants for the year ended April 30, 1999.
It is expected that a representative of Grant Thornton will be
present at the Annual Meeting of the Shareholders. Such representative
will have the opportunity to make a statement, if he desires to do so,
and is expected to be available to respond to appropriate questions.
Page 9 of 10
<PAGE>
PROPOSALS BY SHAREHOLDERS
The Securities and Exchange Commission has amended the provisions of
Rule 14a-4 under the Securities Exchange Act of 1934 to provide
that the Company's proxies solicited in connection with its annual
meeting of shareholders, including the 2000 Annual Meeting, may
confer discretionary voting authority on Company management with
respect to certain types of shareholder proposals that may be
raised at the Annual Meeting unless the proposing shareholder
notifies the Company at least 45 days prior to the date of mailing
the prior year's proxy that such proposal will be made at the
meeting.
Any shareholder who wishes to submit a proposal to be considered at
the Annual Meeting of the Company's shareholders, to be held after
the April 30, 2000 fiscal year end, must submit the proposal to the
Company by August 15, 2000 for the proposal to be included in the
Proxy Statement for that meeting. Any such proposals should be
sent to the Company's principal executive offices at 600 Diagonal
Highway, Longmont, Colorado 80501.
OTHER MATTERS
Management is not aware that any matters not referred to in the Proxy
Statement will be presented for action at the meeting. If any
other matters properly come before the meeting, the persons named
in the enclosed Proxy will vote such Proxy in accordance with their
best judgment.
AVAILABILITY OF ANNUAL REPORT
The Company will provide any Shareholder with a copy of its Annual
Report on Form 10-KSB for its fiscal year ended April 30, 1999,
without charge upon receipt of a written request for such report.
Such requests should be addressed to the Company's secretary at 600
Diagonal Highway, Longmont, Colorado 80501. The Annual Report is
not a part of this proxy statement.
Longmont, Colorado
October 8, 1999
Page 10 of 10
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