UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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-12
ATHANOR GROUP, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] 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:
(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:
<PAGE>
ATHANOR GROUP, INC.
921 East California Street
Ontario, California 91761
(909) 467-1205
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 2000
- --------------------------------------------------------------------------------
To the Shareholders of ATHANOR GROUP, INC.
You are cordially invited to attend the Annual Meeting of
Shareholders of Athanor Group, Inc., a California corporation (the "Company"),
which will be held at Gold Canyon Resort, 6100 South Kings Ranch Road, Apache
Junction, Arizona, at 5:00 p.m. to consider and act upon the following matters,
all as more fully described in the accompanying Proxy Statement which is
incorporated herein by this reference:
1. To elect a board of five (5) directors to serve until the next
annual meeting of the Company's shareholders and until their
successors have been elected and qualify;
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Shareholders of record of the Company's Common Stock at the close of
business on March 31, 2000, the Record Date fixed by the Board, are entitled to
notice of and to vote at, the Meeting.
THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE
COMPLETE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. ANY
SHAREHOLDER GIVING A PROXY HAS THE RIGHT TO REVOKE IT AT ANY TIME BEFORE IT IS
VOTED.
By order of the Board of Directors
/S/ DUANE L. FEMRITE
--------------------
Duane L. Femrite
President
Ontario, California
April 7, 2000
<PAGE>
ATHANOR GROUP, INC.
921 East California Street
Ontario, California 91761
(909) 467-1205
- --------------------------------------------------------------------------------
PROXY STATEMENT
---------------
Approximate Date Proxy Material First Sent To Shareholders:
April 7, 2000
- --------------------------------------------------------------------------------
The following information is provided in connection with the
solicitation of proxies for the Annual Meeting of Shareholders of Athanor Group,
Inc. (the "Company") to be held on May 11, 2000, and any adjournment or
adjournments thereof (the "Meeting"), for the purposes stated in the Notice of
Annual Meeting of Shareholders accompanying this Proxy Statement.
SOLICITATION AND REVOCATION OF PROXIES
A form of proxy is being furnished by the Company to each common
shareholder, and, in each case, is solicited on behalf of the Board of Directors
(the "Board") of the Company for use at the Meeting. The entire cost of
soliciting these proxies will be borne by the Company. The Company may pay
persons holding shares in their names or the names of their nominees for the
benefit of others, such as brokerage firms, banks, depositories, and other
fiduciaries, for costs incurred in forwarding soliciting material to their
principals. Members of the management of the Company may solicit some
shareholders in person, or by telephone, or by telegraph, following
solicitations of this Proxy Statement, but will not be separately compensated
for such solicitation services.
Proxies duly executed and returned by common shareholders and
received by the Company before the Meeting and not revoked will be voted: FOR
the election of all five (5) of the nominee-directors specified herein unless
contrary choices are specified. Where a specification is indicated as provided
in the proxy, the shares represented by the proxy will be voted and cast in
accordance with the specification made. As to other matters, if any, to be voted
upon, the person designated as proxy will take such actions as he, in his
discretion, may deem advisable. The person named as proxy was selected by the
Board of the Company.
If any shareholder gives notice at the Meeting prior to commencement
of voting that the shareholder intends to cumulate his or her votes, then the
directors shall be elected by the cumulative voting method. In such event, the
shareholders shall have the right to cast that number of votes equal to the
number of shares which they hold multiplied by the number of directors to be
elected by them; i.e., for the purpose of this election, five votes for each
share. Each shareholder may cast the whole number of votes for one candidate, or
distribute them among two or more candidates. The person named in the
accompanying proxy will have discretionary authority to cumulate votes in the
election of directors in favor of one or more candidates.
2
<PAGE>
Your execution of the enclosed proxy will not affect your rights as a
shareholder to attend the Meeting and to vote in person. Any shareholder giving
a proxy has a right to revoke it at any time by either (a) a later-dated proxy,
(b) a written revocation sent to and received by the Secretary of the Company
prior to the Meeting, or (c) attendance at the Meeting and voting in person.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As adjusted to reflect the Company's recent 1 for 2 reverse split of
its shares of common stock, effective January 31, 2000, the Company had
outstanding 703,200 shares of common stock (the "Common Stock") as of the close
of business on March 31, 2000 (the "Record Date"). Only holders of Common stock
of record on the books of the Company at the close of business on the Record
Date will be entitled to vote at the Meeting. Each holder of Common Stock is
entitled to one (1) vote for each share of Common Stock held by him/her, except
that in the selection of directors, each holder of Common Stock has cumulative
voting rights. Voting on all matters, other than election of directors,
submitted for approval by the shareholders at the Meeting will be on a
noncumulative basis.
There are no other classes of voting securities of the Company other
than the Common Stock. Representation at the Meeting by the holders of the
majority of the outstanding shares of Common Stock of the Company, either by
personal attendance or by proxy, will constitute a quorum.
3
<PAGE>
The following table sets forth, as of the Record Date, information
concerning: (a) beneficial ownership of voting securities of the Company by
persons who are known by the Company to own beneficially more than five percent
(5%) of the Company's Common Stock; (b) beneficial ownership of voting
securities of the Company by each director, nominee for director, and by all
directors and officers as a group; and (c) the percentage of the total votes
held by each person or group described in subparagraphs (a) and (b) immediately
above.
AMOUNT AND PERCENTAGE OF
BENEFICIAL OWNERSHIP (4)
TITLE NAME AND ADDRESS OF NUMBER OF PERCENT OF
OF CLASS BENEFICIAL OWNER SHARES CLASS
- --------------------------------------------------------------------------------
Common Gregory J. Edwards (3) 11,000 1.6%
Stock 2208 Faircloud Lane
Edmond, Oklahoma 73034
Common Duane L. Femrite (3) 101,900 14.5%
Stock 921 East California Avenue
Ontario, California 91761
Common Edmund R. Knauf, Jr. (3) 41,600 5.9%
Stock 1516 North 2nd Street
Sheboygan, Wisconsin 53081
Common Richard A. Krause (2) (3) 138,400 19.7%
Stock 921 East California Avenue
Ontario, California 91761
Common Robert W. Miller (1) (3) 89,500 12.7%
Stock 921 East California Avenue
Ontario, California 91761
Common All Officers and Directors 382,000 54.3%
Stock as a Group (5 persons) (3)
- -----------------------------------
(Footnotes on next page)
All shares are owned either directly or beneficially by the owner
named in the table except as otherwise indicted in a footnote below.
Percentages of class are based on the number of shares of Common
Stock outstanding on March 1, 2000. There were 703,200 shares of Common Stock
outstanding on March 1, 2000.
None of the officers or directors of the Company, except as noted
below, has options to acquire any shares of Common Stock of the Company. Messrs.
Femrite, Knauf, Krause and Miller are the only persons known to the Company to
beneficially own more than five percent (5%) of its Common Stock.
4
<PAGE>
The Company knows of no contractual arrangements that may at a
subsequent date result in a change in control of the Company.
- -----------------------------
(Footnotes)
(1) Does not include 12,000 shares of Common Stock owned by Mr. Miller's
father as to which Mr. Miller disclaims beneficial ownership.
(2) Includes 128,400 shares of Common Stock owned by The Krause Family
Irrevocable Trust.
(3) Includes shares of common stock that can be acquired by exercise of
vested and exercisable stock options within 60 days of March 1, 2000,
as follows: Gregory J. Edwards - 3,000 shares, Duane L. Femrite - 7,500
shares, Edmund R. Knauf, Jr. - 2,000 shares, Richard A. Krause - 10,000
shares, Robert W. Miller - 7,500 shares; all Officers and Directors as
a group - 30,000 shares.
(4) As adjusted to reflect the Company's recent 1 for 2 reverse split of
its shares of common stock, effective January 31, 2000.
NOMINATION AND ELECTION OF DIRECTORS
The Company's directors are to be elected at each annual meeting of
shareholders. The Company's Bylaws authorize between three (3) and seven (7)
directors, the exact amount to be determined by the Board. At this Meeting FIVE
(5) directors, making up the entire membership of the Board of the Company, are
to be elected to serve until the next annual meeting of shareholders and until
their successors are elected and qualify. The nominees for election as directors
at this Meeting are set forth in the table below and are all recommended by
management of the Company. Each of the nominees has consented to serve as a
director if elected.
In the event that any of the nominees for director should become
unable to serve if elected, it is intended that shares represented by proxies
which are executed and returned will be voted for such substitute nominee(s) as
may be recommended by the Company's existing Board.
The FIVE nominee-directors receiving the highest number of votes cast
at the Meeting will be elected as the Company's directors to serve until the
next annual meeting of shareholders and until their successors are elected and
qualify. Subject to certain exceptions specified below, holders of Common Stock
of record on the Record Date are entitled to cumulate their votes in the
election of the Company's directors (i.e., they are entitled to the number of
votes as determined by multiplying the number of shares held by them times the
number of directors to be elected) and may cast all of their votes as they so
determine for one person or spread their votes among two or more persons as they
see fit. No shareholder shall be entitled to cumulate votes for a given
candidate for director unless such candidate's name has been placed in
nomination prior to the vote and the shareholder has given notice at the
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<PAGE>
Meeting, prior to the voting, of the shareholder's intention to cumulate his/her
votes. If any one shareholder has given such notice, all shareholders may
cumulate their votes for candidates in nomination. Discretionary authority to
cumulate votes is hereby solicited by the Board. Accordingly, the person named
in the accompanying proxy will have discretionary authority to cumulate votes in
the election of directors in favor of one or more candidates.
The following tables list the nominees for election as directors and
shows certain information concerning each nominee, including the number of
shares of Common Stock of the Company beneficially owned, directly or
indirectly, by such nominee as of the Record Date:
Principal Director
Name Occupation Age Since
- --------------------------------------------------------------------------------
Gregory J. Edwards CASS Holdings, L.L.C. 55 1990
Chairman &
Chief Executive Officer
Duane L. Femrite President, Co-Chief Executive 55 1985
Officer, Chief Financial Officer
of the Company
Edmund R. Knauf, Jr. Consultant & Investor 57 1997
Richard A. Krause Vice President of the Company, 64 1992
President, Alger Manufacturing
Company, Inc.
Robert W. Miller Chairman of the Board, Co-Chief 57 1976
Executive Officer, Secretary of
The Company
================================================================================
Number of Shares Percent
of of
Nominee (1) Common Stock (2)(5)(6) Class
- --------------------------------------------------------------------------------
Gregory J. Edwards 11,000 1.6%
Duane L. Femrite 101,900 14.5%
Edmund R. Knauf, Jr. 41,600 5.9%
Richard A. Krause 138,400 (4) 19.7%
Robert W. Miller 89,500 (3) 12.7%
================================================================================
(Footnotes on next page)
6
<PAGE>
- ------------------
(Footnotes)
(1) The Company has a nominating committee for directors of the Board.
Management's nominees for election as directors at the Meeting were
recommended by the Nominating Committee and approved by the Board of
the Company.
(2) All shares are owned directly by the director named in the table except
as otherwise indicated in a footnote below.
(3) Does not include 12,000 shares of Common Stock owned by Mr. Miller's
father as to which Mr. Miller disclaims beneficial ownership.
(4) Includes 128,400 shares of Common Stock owned by The Krause Family
Irrevocable Trust.
(5) Includes shares of common stock that can be acquired by exercise of
vested and exercisable stock options within 60 days of March 1, 2000,
as follows: Gregory J. Edwards - 3,000 shares, Duane L. Femrite - 7,500
shares, Edmund R. Knauf, Jr. - 2,000 shares, Richard A. Krause - 10,000
shares, Robert W. Miller - 7,500 shares; all Officers and Directors as
a group - 30,000 shares.
(6) As adjusted to reflect the Company's recent 1 for 2 reverse split of
its shares of common stock, effective January 31, 2000.
Listed below are descriptions of the business experience for at least
the past five years for each director and officer listed in the preceding table.
Unless otherwise described below, none of the following persons (i) is related
in any way, or (ii) has been involved in certain legal proceedings in the past
five years.
<TABLE>
<S> <C> <C> <C>
GREGORY J. EDWARDS Chairman and Chief Executive Officer of CASS Holdings, L.L.C. ("CASS") since January 1993.
CASS owns several manufacturing and service companies: CASS Polymers, Inc. (a subsidiary of
CASS) owns Ad-Tech Plastic Systems Corp., a producer of polymer systems for the aerospace,
automotive, construction and marine industries and owns Milamar Coatings, L.L.C., a
producer of epoxy coating products used in the industrial and commercial seamless floor
coating business; CASS Services, L.L.C., a government contractor involved with surface
preparation and re-coating for U.S. Naval ships and portable landing mats; CASS Financial,
L. L. C., an equipment leasing company. Between July 1991 and January 1993, Mr. Edwards
was self-employed as a financial consultant and investor. Previously, he was an investment
banker with Stephens, Inc. of Little Rock, Arkansas from mid-1990 to July 1991.
DUANE L. FEMRITE President, Co-Chief Executive Officer of the Company since May 1999, Chief Executive
Officer from April 1995 to May 1999, and Chief Financial Officer since December 1982.
Director of the Company since December 1985. Mr. Femrite is a Certified Public Accountant.
7
<PAGE>
EDMUND R. KNAUF, JR. Currently self-employed as a consultant and investor. From 1972 to August 1997 worked in
various positions for Ametek Inc, a global manufacturer of electrical and electronic
products engineered for niche markets, including Vice President of Business Development for
the Filtration Group from April 1996 to August 1997 and as Corporate Vice President and
General Manager of several Ametek Inc. divisions from 1990 to 1996.
RICHARD A. KRAUSE Director and Vice President of the Company since December 1992. President and Chief
Operating Officer of Alger Manufacturing Company, Inc. since 1987.
ROBERT W. MILLER Chairman of the Board since 1976. Chief Executive Officer of the Company from 1976 to
April 1995, Co-Chief Executive Officer from May 1999 to present, Corporate Secretary since
April 1995. Director of Core Software Technology from September 1991 to April 1998 and
September 1999 to present.
</TABLE>
Directors of the Company are elected annually. The present term of
office of each director will expire at the next annual meeting of shareholders
of the Company or at such time as his successor is duly elected and qualifies.
TRANSACTIONS WITH MANAGEMENT
The Company is a shareholder of Core Software Technology, a
California corporation ("Core"), owning 462,567 shares, as of October 1999, of
the issued and outstanding common stock of Core, representing approximately
13.2% of the issued and outstanding shares of Core's capital stock (assuming the
options to purchase additional shares of the capital stock of Core owned by the
Company and others are not exercised). The Company also has 297,827 options and
warrants at $3 per share to purchase additional shares of common stock of Core,
representing approximately 3.2% of the outstanding options and warrants.
Core is the developer and marketer of an on-line geospatial (image,
cartographic, & demographic) information indexing and distribution system and
service, known as ImageNet. Core develops and distributes proprietary
client-server and application software but primarily uses its software products
as a delivery vehicle for ImageNet services. Through the global implementation
of ImageNet, Core seeks to control the channel for distribution of geospatial
information products worldwide. As a single source access vehicle for such
information, the value and utility of ImageNet is a function of content.
8
<PAGE>
Core is attempting to build a worldwide, on-line database and
distribution infrastructure consisting of commercial and public data providers,
existing international distributors, satellite ground receiving stations, and
value added companies. ImageNet addresses the information access requirements of
an international public policy movement to maximize the benefits of existing
scientific and geographic information and analysis tools.
The Company has made outstanding loans in the principal amount of
$685,622 to Core through October 31, 1999. All but $35,000 of the outstanding
balance had been reserved. During Fiscal 2000 Core has repaid $247,753 of the
outstanding loans.
Mr. Miller entered into a consulting agreement with Core and assigned
the consulting fees to R&D Financial (R&D), a California general partnership of
which Messrs. Miller and Femrite are the general partners. The consulting
agreement began on January 1, 1995 and ended July 31, 1998, wherein Mr. Miller
agreed to provide services to Core relating to financial, investor, capital
raising, litigation and general business matters arising out of Core's on-going
restructuring, recapitalization and financing efforts. As of October 31, 1999,
Core owes $140,745 to R&D in connection with said consulting agreement. No fees
were paid by Core to R&D during 1999.
Mr. Miller served as Secretary and Director of Core from September
1991 to April 1998 and Director from May 1999 to present. Mr. Miller has
assigned the right to receive any fees as a Director of Core to R &D. During
1999 R&D received no Director fees from Core. Mr. Miller has a beneficial
ownership interest in 8,813 shares of the common stock of Core as well as
options and warrants to purchase 54,310 shares of the common stock of Core at
exercise prices ranging from $3 to $8.25 per share. Mr. Femrite has a beneficial
ownership interest in 33,347 additional shares of the common stock of Core as
well as options to purchase 3,697 shares of the common stock of Core at $5.50
per share. The above beneficial stock ownership takes into account stock that
was previously owned by R&D.
During 1999, the Company invested an additional $100,000 in Fluid
Light Technologies, Inc. (FLT), bringing its total investment to $200,000. FLT
is in the business of developing, manufacturing and marketing systems to control
the motion or flow of light through neon glass tubes. FLT made a product rollout
in late fall of 1999 and has begun selling its products in January 2000. The
Company owns 512,597 shares of Preferred Stock representing an ownership
interest of approximately 5.8% after the closing of FLT's Private Placement in
October 1999. Mr. Miller is a director of FLT.
Prior to 1999 the Company made investments totaling $146,000, as a
limited partner, in California South Pacific Investors (CSPI) a California
Limited Partnership. CSPI, through its wholly owned companies, has developed and
patented biochemical product-identifying barcodes for detecting harmful
bacterial pathogens in meats, poultry and dairy products. Mr. Femrite is one of
five General Partners in CSPI. Messrs. Femrite, Knauf, Krause and Miller are
Limited Partners in CSPI.
In January 1996 the Internal Revenue Service ("IRS") served Mr.
Miller with a Notice of Federal Tax Lien with respect to approximately $400,000
in taxes and penalties purportedly owed by Image Data Corp.(IDC), the
predecessor company to Core. In connection therewith, the IRS has collected
approximately $36,000 from Mr. Miller and currently collects $500 per month. In
connection with Core's acquisition of the assets of IDC, Core agreed to
indemnify and hold Mr. Miller harmless from and against any liabilities relating
to or arising out of IDC's business, including taxes and penalties owed by IDC
to the IRS. In connection with such indemnity, Core reimbursed Mr. Miller in the
approximate amounts of $23,000 during 1997 and $12,000 in 1999. Mr. Miller
anticipates that any additional funds collected by the IRS, in conjunction with
such levy, may ultimately be reimbursed by Core.
9
<PAGE>
The Company has made loans to Mr. Miller beginning in 1995. The
current loan outstanding, including principal and interest, as of October 31,
1999, is $62,512.27. The note, which was due on January 28, 2000, has been
extended to January 31, 2001, by the Board of Directors of the Company. The loan
bears interest at the rate of 10% per annum and is secured by 20,000 shares of
common stock (adjusted to reflect the Company's recent 1 for 2 reverse split of
its shares of common stock, effective January 31, 2000) of the Company owned by
Mr. Miller.
REMUNERATION OF OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth all plan and non-plan compensation
awarded to, earned by, or paid to the Company's four most highly compensated
executive officers, each of whose annual salary and bonus was in excess of
$100,000 and to the Company's Chief Executive Officer regardless of compensation
level, for services to the Company during the three fiscal years ended October
31, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL LONG TERM COMPENSATION
COMPENSATION AWARDS
NAME AND PRINCIPAL UNDERLYING
SECURITIES ALL
POSITION YEAR SALARY BONUS OPTIONS (2) OTHER (1)
- --------------------------------------------------------------------------------
$ $ # $
<S> <C> <C> <C> <C> <C>
Duane L. Femrite 1999 157,243 15,000 3,750 4,000
President, Co-Chief 1998 149,615 25,000 15,000 4,000
Executive Officer and 1997 144,192 25,000 -- 2,949
Chief Financial Officer
Richard A. Krause 1999 169,243 24,244 10,000 4,000
Vice President and 1998 161,615 44,985 15,000 3,329
President of Alger 1997 156,423 35,063 -- 3,750
Manufacturing Co., Inc.
Robert W. Miller 1999 157,578 15,000 3,750 1,600
Chairman of the Board 1998 150,066 25,000 15,000 1,600
Co-Chief Executive Officer 1997 144,270 25,000 -- 1,500
Corporate Secretary
10
<PAGE>
<FN>
- -------------
(Footnotes)
(1) Other compensation includes contributions made to the Company's 401-K
Plan. Does not include use of automobile paid for by the Company.
(2) As adjusted to reflect the Company's recent 1 for 2 reverse split of
its shares of common stock, effective January 31, 2000.
</FN>
</TABLE>
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
(A) (B) (C) (D) (E)
NAME NUMBER OF % OF EXERCISE EX-DATE
SECURITIES TOTAL OR **/
UNDERLYING OPTIONS/SARS BASE
OPTIONS/SARS GRANTED PRICE
GRANTED TO EMPLOYEES */
***/ IN FY98
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Duane Femrite 3,750 21% $ 3.32 December 10, 2006
Richard Krause 10,000 58% $ 3.32 December 10, 2006
Robert Miller 3,750 21% $ 3.32 December 10, 2006
<FN>
*/ Equals the closing market price for the underlying security on the date of
the grant of options as adjusted to reflect the Company's recent 1 for 2 reverse
split of its shares of common stock, effective January 31, 2000.
**/ The date of grant for each of the foregoing options was December 10, 1998.
No option could be exercised, in whole or in part, during the first six (6)
months from the date of grant. Thereafter, 20% of each of the options was
exercisable on June 10, 1999; 20% was exercisable on December 10, 1999; 30% is
exercisable on December 10, 2000; and 30% is exercisable on December 10, 2001.
***/ As adjusted to reflect the Company's recent 1 for 2 reverse split of its
shares of common stock, effective January 31, 2000.
</FN>
</TABLE>
None of the foregoing option grants was exercised during the fiscal
year ended October 1999.
11
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning the number and
value of exercised and unexercised options held by the following executive
officers on October 31, 1999. None of these executive officers exercised options
to purchase common stock during fiscal year 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT AT FISCAL YEAR END
ACQUIRED ON VALUE FISCAL YEAR END(#)(3) ($)(1)(2)(3)
----------------------------------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISED EXERCISABLE UNEXERCISED
- ---- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Duane L. Femrite 0 $0 6,750 12,000 4,995 8,880
Richard A. Krause 0 $0 8,000 17,000 5,920 12,580
Robert W. Miller 0 $0 6,750 12,000 4,995 8,880
<FN>
- -----------------
(Footnotes)
(1) These amounts represent the difference between the exercise price of
the in-the-money options and the market price of the Company's common
stock on October 31, 1999. The closing bid price of the Company's
common stock on that day, as adjusted for the reverse stock split, on
the OTC Bulletin Board was $4.06. Options are in-the-money if the
market value of the shares covered by the option is greater than the
option exercise price.
(2) Future exercisability is subject to a number of factors.
(3) As adjusted to reflect the Company's recent 1 for 2 reverse split of
its shares of common stock, effective January 31, 2000.
</FN>
</TABLE>
EMPLOYMENT AGREEMENTS
Effective January 1, 1991, the Company entered into written
employment agreements with Robert W. Miller, as Chairman of the Board and Chief
Executive Officer, and Duane L. Femrite, as President, Chief Operating Officer,
Chief Financial Officer, and Secretary of the Company. Effective January 1,
1993, Alger entered into a written agreement with Richard A. Krause as President
and Chief Operating Officer. Each of the employment agreements is identical as
to its terms except for the description of the duties that each employee is to
provide.
Each agreement is for an initial term of five (5) years, renewable
automatically for additional one (1) year periods unless either the employee,
the Company, or Alger wishes to terminate it. The employment agreements for
Robert W. Miller, Duane L. Femrite and Richard A. Krause were automatically
renewed on January 1, 2000, for an additional year.
The agreements provide that the salaries of the employees shall be
determined by the Board of Directors but may not be less than the salary paid in
the preceding year. Each employee shall be entitled to the use of an automobile
at the Company's expense and shall be entitled to all benefits and perquisites
available to the Company's other employees.
12
<PAGE>
If the agreement terminates because of the death of the employee,
then the employee's heirs and/or successors shall continue to receive the
employee's salary, monthly, for a period of twelve (12) months. If the agreement
should terminate for any reason other than cause or death of the employee,
including, without limitation, employee's voluntary termination, the Company
shall pay the employee a lump sum payment equal to employee's then monthly
salary multiplied by the number of years during which the employee was employed
by the Company, or Alger, as the case may be, prorated for any partial year of
employment. Payment is limited to twenty-four (24) years of employment.
The agreements permit the employee to engage in other employment or
business opportunities provided that such outside activities do not interfere
with employee carrying out his duties to the Company, are not competitive with
the Company, and do not result in employee breaching any of his fiduciary
obligations to the Company or its shareholders.
DIRECTORS' REMUNERATION
- -----------------------
Outside Directors are to receive an annual honorarium of $5,000 per
year and $600 per meeting attended. The Board has a Nominating Committee that is
charged with the responsibility of nominating a slate of candidates to serve as
directors of the Company. Outside directors on the Compensation Committee, Audit
Committee, and Nominating Committee receive $100 for each meeting attended when
such committee meetings are held on a day that the full Board does not meet. The
Audit Committee, Nominating Committee, and Compensation Committee met once in
1999.
SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals for action at the 2001
Annual Meeting should submit their proposals in writing to the Secretary of the
Company at the address of the Company set forth on the first page of this Proxy
Statement. Proposals of shareholders intended to be presented at the 2001 Annual
Meeting (a) must be received by the Secretary no later than December 21, 2000,
for inclusion in next year's proxy statement and proxy card, and (b) must
satisfy the applicable conditions established by the Securities and Exchange
Commission for shareholder proposals.
COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock to file with the Securities Exchange
Commission initial reports of stock ownership and reports of changes in stock
ownership. To the Company's best knowledge, all the Company's directors,
executive officers, and persons owning more than 10% of the Company's Common
Stock filed all required reports required by section 16 (a) on a timely basis.
13
<PAGE>
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to shareholders for the fiscal year ended
October 31, 1999 (the "Annual Report"), which includes audited financial
statements and schedules thereto, is being mailed with this Proxy Statement to
stockholders as of the Record Date. The Annual Report to the shareholders is not
incorporated in this Proxy Statement and is not deemed to be a part of the proxy
solicitation material.
OTHER MATTERS
The Management of the Company does not know of any other matters that
are to be presented for action at the Meeting. Should any other matters come
before the Meeting or any adjournment thereof, the persons named in the enclosed
proxy will have the discretionary authority to vote all proxies received with
respect to such matters in accordance with their judgments.
FORM 10-KSB AND EXHIBITS TO FORM 10-KSB
Copies of the Company's Form 10-KSB and the exhibits to the Company's
Form 10-KSB for the fiscal year ended October 31, 1999, as filed with the
Securities and Exchange Commission, will be furnished to any person from whom
the accompanying proxy is solicited upon written request to the Company's
Secretary at Athanor Group, Inc., 921 East California Street, Ontario,
California 91761. A copying charge of $.25 per page will be made for each page
of the exhibits requested.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ DUANE L. FEMRITE
--------------------
Duane L. Femrite
President
Ontario, California
April 7, 2000
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN, AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE
IS HELPFUL AND YOUR COOPERATION IS APPRECIATED.
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PROXY ATHANOR GROUP, INC.
921 East California Avenue
Ontario, California 91761
THIS PROXY IS SOLICTED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Duane L. Femrite as Proxy, with the
power to appoint his substitute and with full power to act alone, and hereby
authorizes him to represent and vote as designated below, all the shares of
Common Stock of Athanor Group, Inc. held of record by the undersigned on March
31, 2000 at the Annual Meeting of Shareholders to be held on May 11, 2000. If
authority to vote the shares is granted by the undersigned, the shares may be
voted cumulatively by the proxy holder for less than all the nominees for
director.
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed below
contrary below)
(INSTRUCTION: to withhold authority to vote for any individual nominee, mark the
box next to the nominee's name below.)
|_| Gregory J. Edwards |_| Duane L. Femrite |_| Edmund R. Knauf, Jr.
|_| Richard A. Krause |_| Robert W. Miller
2. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.
(PLEASE SIGN AND DATE ON REVERSE SIDE)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER FOR THE ELECTION OF THE NOMINEES
FOR DIRECTORS LISTED IN PROPOSAL 1.
Dated: ____________________, 2000
_________________________________
Signature
_________________________________
Signature if held jointly
Please sign exactly as name appears to
the left. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee, or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
