SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
Filed by the Registrant [X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
EARTH SCIENCES, INC.
...............................................................................
(Name of Registrant as Specified In Its Charter)
N/A
...............................................................................
(Name of Persons(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)2 or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule14a-6(i)(3).
[ ] 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, of
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:
..............................................................................
EARTH SCIENCES, INC.
910 12th Street
Golden, Colorado 80401
(303) 279-7641
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 15, 1996
To Our Shareholders:
A Special Meeting (the Meeting) of Shareholders of Earth Sciences, Inc. (the
Company), a Colorado corporation, will be held at 10:00 a.m.(local time) on
August 15, 1996 at the Table Mountain Inn, 1310 Washington St., Golden,
Colorado, for the following purposes:
1. To consider and vote upon a proposal to amend the Company's
Articles of Incorporation to increase the number of authorized shares of common
stock from 10,000,000 to 50,000,000.
2. To consider and vote upon such other matters as may properly
come before the Meeting orr any adjournment thereof.
Shareholders of record at the close of business on June 28, 1996 are entitled to
notice of and to vote at the Meeting.
The Board of Directors of the Company extends a cordial invitation to all
shareholders to attend the Meeting in person. Whether or not you plan to attend
the Meeting, please fill in, date, sign and mail the enclosed proxy in the
return envelope as promptly as possible. Your proxy may be revoked at any time
prior to the Meeting. The prompt return of your completed proxy will assist the
Company in obtaining a quorum of shareholders for the Meeting, but will not
affect your ability to change your vote by subsequent proxy or by attending the
Meeting and voting in person. If you are unable to attend, your written proxy
will assure that your vote is counted.
By Order of the Board of Directors
Mark H. McKinnies
President
Golden, Colorado
July 9, 1996
EARTH SCIENCES, INC.
910 12th Street
Golden, Colorado 80401
(303) 279-7641
PROXY STATEMENT
Special Meeting of Shareholders
August 15, 1996
This Proxy Statement is furnished to the shareholders of Earth Sciences, Inc.
(the Company), a Colorado corporation, in connection with the solicitation by
and on behalf of the Company's Board of Directors (collectively, the Board)
of proxies to be voted at the Special Meeting (the Meeting) of shareholders
(individually a Shareholder and collectively, the Shareholders) of the
Company. The Meeting will be held on August 15, 1996 for the purposes set
forth in the accompanying Notice of Special Meeting of Shareholders.
Solicitation expenses will be paid by the Company. In addition to solicitation
by mail, directors, officers and other employees of the Company may, without
additional compensation, solicit proxies by mail, in person or by
telecommunication.
All proxies that are properly executed and received prior to the Meeting will
be voted at the Meeting. If a Shareholder specifies how the proxy is to be
voted on any business to come before the Meeting, it will be voted in
accordance with such specification. If a Shareholder does not specify how to
vote the proxy, it will voted FOR the matter scheduled to come before the
Meeting and in the proxy holders' discretion on such other business as may
properly come before the Meeting. Any proxy may be revoked by a Shareholder at
any time before it is actually voted at the Meeting by delivering written
notification to the Secretary of the Company, by delivering another valid
proxy bearing a later date or by attending the Meeting and voting in person.
This Proxy Statement and the accompanying proxy are first being sent to
Shareholders on or about July 9, 1996. The Company will bear the cost of
preparing, assembling, and mailing the notice, Proxy Statement and form of
proxy for the Meeting.
VOTING SECURITIES
All voting rights are vested exclusively in the holders of the Company's common
stock, $.01 par value (collectively, the Common Stock), with each share
entitled to one vote. Only Shareholders of record at the close of business
on June 28, 1996 are entitled to notice of and to vote at the Meeting or any
adjournment. At the close of business on June 28,1996 there were 6,425,476
shares of Common Stock issued and outstanding. A minimum of one-half of the
shares of Common Stock issued and outstanding must be represented at the
Meeting, in person or by proxy, in order to constitute a quorum. Cumulative
voting is not allowed for any purpose. The affirmative vote of the holders of
two thirds of the shares of Common Stock outstanding and entitled to vote
thereon will be necessary to amend the Company's Articles of Incorporation.
An abstention or withholding authority to vote will be counted as present for
determining whether the quorum requirement is satisfied. With respect to the
vote on the proposal, abstentions will be treated as shares present and
entitled to vote and, for purposes of determining the outcome of the vote on
such proposal, shall have the same effect as a vote against the proposal. A
broker non-vote occurs when a nominee holding shares for a beneficial holder
does not have discretionary voting power and does not receive voting
instructions from the beneficial owner. Broker non-votes on a particular
proposal will not be treated as shares present and entitled to vote on the
proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The table below sets forth information, as of June 14, 1996, with respect
to beneficial ownership of the Company's Common Stock by each person
known by the Company to be the beneficial owner of more then 5% of its
outstanding Common Stock, by each director of the Company, by each
Executive Officer and by all officers and directors of the Company as a
group. With the exception of Mr. Lowdermilk , each of the individuals
named below has sole voting and investment power for the respective
shares.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Beneficial Ownership Percent of Class
<S> <C> <C>
Ramon E. Bisque 606,020 (1) 9.14%
(Chairman of the Board of Directors)
9113 Fern Way
Golden, CO
Duane N. Bloom 743,297 (2) 11.01%
(Director and Secretary)
5565 Pine Ridge Rd.
Golden, CO
Robert C. Hart 31,871 Less then 1%
(Director)
4 Willow St.
Waterloo, Ontario
Robert H. Lowdermilk 470,555 (3) 7.32%
(Director)
100 Cherry St.
Denver, CO
Mark H. McKinnies 116,065 (4) 1.77%
(Director and President)
10134 S. Pinedale Dr.
Conifer, CO
Kristen R. Stevens 200 (5) Less then 1%
(Director)
667 N. Marine Dr.
Tamuning, Guam
Douglas N. Stevens 408,569 (6) 6.36%
250 Glenridge Dr.
Waterloo, Ontario
Directors and Officers as a Group 1,968,008 (7) 27.93%
(6 individuals)
<FN>
Notes:
(1) Included in the amount shown are 201,450 shares to which Dr. Bisque has the
right to acquire beneficial ownership through convertible debt and stock
options.
(2) Included in the amount shown are 325,608 shares to which Dr. Bloom has the
right to acquire beneficial ownership through convertible debt and stock
options.
(3) Included in the amount shown are 125,000 shares registered in the name of
Mr. Lowdermilk's wife, Ann Gragg Lowdermilk.
(4) Included in the amount shown are 113,055 shares to which Mr. McKinnies has
the right to acquire beneficial ownership through convertible debt and stock
options.
(5) Ms. Stevens is the daughter of Dr. Stevens and the step grandaughter of
Mr. hart and disclaims any beneficial ownership in their shares.
(6) Included in the amount shown are 51,614 shares to which Dr. Stevens has the
right to acquire beneficial ownership through convertible debt. Dr. Stevens is
the father of Ms. Stevens, a director of the Company, and disclaims any
beneficial ownership in shares owned by Ms. Stevens or Mr. Hart.
(7) The amount shown includes 621,707 shares to which individuals in the
group have the right to acquire beneficial ownership through convertible debt
and stock options.
</FN>
</TABLE>
PROPOSAL TO AMEND ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
On May 29, 1996, the Company's Board unanimously approved a
resolution to place before the Shareholders a vote to amend the Company's
Articles of Incorporation to increase the number of authorized shares of the
Company's Common Stock from 10,000,000, the number of shares currently
authorized, to 50,000,000. For the reasons described below, the Company's
Board believes adoption of the proposed amendment is essential for the
Company to have the ability to structure financings for possible future
acquisitions and to meet the Company's other financing needs.
The Company believes that if the proposal to increase the authorized
common stock to 50,000,000 shares is not approved, the Company's ability
to enhance its growth opportunities through additional acquisition and
financing transactions or participation in other types of future transactions
will be severely hampered.
As of June 28, 1996, 6,425,476 shares of the Company's $.01 par
value Common Stock were outstanding and 825,127 shares have been
reserved for issuance upon exercise of options or conversion of warrants or
debt. In order to provide capital which may be required for purchases of
additional interests in key properties, equity financings, mergers, and
acquisitions, which capital might not be available if there were an
insufficient number of shares of authorized Common Stock of the
Company, the Board deems that it is appropriate to increase the number
of authorized shares of $.01 par value Common Stock.
The Board believes that a substantial degree of flexibility should be
available to the Company in structuring financing transactions for funding
its development properties as well as for possible acquisitions using
stock or cash. Because the Company could issue a significant number of
shares in connection with future financings or acquisitions, it is possible
that a change of control of the Company could occur. However,
management believes that most of the shares sold in any financing
would be sold to a number of different purchasers which would mean that
such purchasers would have to act in concert in order to effect a change in
control. While the Company is evaluating public and private placements
of its Common Stock and private borrowings to fund increased activities
in Venezuela and restart of the Calgary extraction facility, there are at
present no specific understandings, arrangements or agreements with
respect to any future acquisitions or other transactions which would
require the Company to issue any new shares of its Common Stock that are
proposed to be authorized by amendment of the Company's Articles of
Incorporation.
If the proposal to increase the authorized number of shares of Common
Stock is approved, the Company does not intend to seek further
authorization from its Shareholders to issue shares of authorized but
unissued Common Stock unless, in the Company's opinion, such approval
is required or advisable. It is possible that such an issuance of authorized
but unissued shares could cause a change in control of the Company without
shareholder approval first being sought. No holder of the Company's
Common Stock has any preemptive or similar right to acquire or subscribe
for additional unissued or treasury shares of the Company's Common Stock,
or any other securities of any class, or rights, warrants or options to
purchase Common Stock.
The Board recommends that Shareholders vote FOR the proposed
Amendment to the Articles of Incorporation to increase the authorized
shares of Common Stock. The affirmative vote of two thirds of the issued
and outstanding shares of the Company's Common Stock entitled to vote
thereon is necessary for the approval of the proposed Amendment to the
Articles of Incorporation to increase the authorized shares of Common
Stock.
The shares of Common Stock represented by Proxies in the
accompanying form will be voted FOR the approval of the amendment
to the Company's Articles of Incorporation to increase the authorized
Common Stock unless a contrary direction is indicated.
SHAREHOLDER PROPOSALS
Proposals by Shareholders of the Company to be presented at the 1997
Annual Meeting of Shareholders must be received by the Company no later
than February 28, 1997 to be included in the Company's Proxy
Statement and proxy for that meeting. The proponent must be a record or
beneficial owner entitled to vote on his or her proposal at the next Annual
Meeting and must continue to own such securities entitling him or her to
vote through that date on which the Meeting is held. The proponent must
own 1% or more of the outstanding shares or $1,000.00 in market value,
of the Company's Common Stock and must have owned such shares for
one year in order to present a shareholder proposal to the Company.
OTHER MATTERS
The Board knows of no other business to be presented at the Special
Meeting of Shareholders. If other matters properly come before the
Meeting, the persons named in the accompanying form of Proxy intend
to vote on such other matters in accordance with their best judgment.
By Order of the Board
Mark H. McKinnies
President
July 9, 1996
PROXY SOLICITED BY MANAGEMENT OF THE COMPANY
The undersigned shareholder of Earth Sciences, Inc. (the Company) hereby
appoints Ramon E. Bisque, Duane N. Bloom or, failing them, Mark H.
McKinnies or, in place of the foregoing, __________________________
______, as nominee of the undersigned to attend, vote and act for and in the
name of the undersigned at the Special Meeting of the Shareholders of the
Company (the Meeting) to be held at Table Mountain Inn, 1310 Washington
Street, Golden, Colorado on Thursday, August 15, 1996, at the hour of 10:00
a.m. (local time), and at every adjournment thereof, and the undersigned
hereby revokes any former proxy given to attend and vote at the meeting.
THE NOMINEE IS HEREBY INSTRUCTED TO VOTE AS FOLLOWS
WITH RESPECT TO THE FOLLOWING MATTER:
1. FOR [ ] AGAINST [ ] ABSTAIN [ ] To approve the amendment
of the Company's Articles of
Incorporation to increase the
number of authorized shares.
THIS PROXY WILL BE VOTED FOR OR AGAINST OR WITHHELD OR
ABSTAINED IN RESPECT OF THE MATTER LISTED IN ACCORDANCE
WITH THE CHOICE, IF ANY, INDICATED IN THE SPACE PROVIDED.
IF NO CHOICE IS INDICATED, THE PROXY WILL BE VOTED FOR
SUCH MATTER. IF ANY AMENDMENTS OR VARIATIONS ARE TO BE
VOTED ON, OR ANY FURTHER MATTER COMES BEFORE THE
MEETING, THIS PROXY WILL BE VOTED ACCORDING TO THE BEST
JUDGMENT OF THE PERSON VOTING THE PROXY AT THE MEETING;
PROVIDED, THAT IF THE UNDERSIGNED INDICATES AN AGAINST
CHOICE FOR MATTER NO. 1 ABOVE, THEN THIS PROXY MAY NOT
BE VOTED FOR ANY ADJOURNMENT OF THE MEETING. THIS FORM
SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING
NOTICE OF MEETING AND PROXY STATEMENT.
Dated this _____ day of ________________, 1996.
_________________________________________
Signature of Shareholder (Please sign exactly as your name(s)
appear on the mailing label.)
_________________________________________
(Please print name of Shareholder)
NOTES:
1. YOU HAVE THE RIGHT TO APPOINT A PERSON TO REPRESENT
YOU AT THE MEETING OTHER THAN THE PERSONS DESIGNATED
IN THE FORM OF PROXY. IF YOU WISH TO EXERCISE THIS RIGHT,
INSERT THE NAME OF YOUR NOMINEE IN THE BLANK SPACE
PROVIDED FOR THAT PURPOSE IN THE FORM OF PROXY AND
STRIKE OUT THE THREE PRINTED NAMES.
2. Please date and sign (exactly as the shares represented by this Proxy
are registered) and return promptly. Where the instrument is signed by a
corporation, its corporate seal must be affixed and execution must be made
by an officer or attorney thereof duly authorized. If no date is stated by the
Shareholders, the Proxy is deemed to bear the date upon which it was mailed
by management to the Shareholder.
3. To be valid, this Proxy form, duly signed and dated, must arrive at
the office of the Company's transfer agent, American Securities Transfer, Inc.,
938 Quail Street, Suite 101, Lakewood, Colorado 80215, not less than forty-
eight (48) hours (excluding Saturdays, Sundays and holidays) before the day
of the Meeting or any adjournment thereof.
