DENCOR ENERGY COST CONTROLS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 13, 1996
TO THE SHAREHOLDERS OF DENCOR ENERGY COST CONTROLS, INC:
Notice is hereby given that the Annual Meeting of Shareholders of Dencor Energy
Cost Controls, Inc. (the "Company") will be held at the Corporate Offices, 1450
West Evans Avenue, Denver, Colorado 80223, on June 13, 1996 at 4:00 o'clock
p.m., local time, for the following purposes:
1. To elect a Board of three Directors;
2. To ratify the Board of Directors' selection of Gelfond Hochstadt Pangburn
& Company, Certified Public Accountants, as the Company's independent
auditors for the fiscal year ending December 31, 1995; and
3. To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on May 7, 1996 shall be entitled
to notice of and to vote at the Annual Meeting or any adjournment thereof. A
complete list of the shareholders entitled to vote at the Annual Meeting,
showing the address of each shareholder and the number of shares registered in
the name of each, as of the record date, shall be open to examination during
ordinary business hours at the Company's offices, 1450 West Evans, Denver,
Colorado 80223. The above list will also be available at the Annual Meeting.
I invite you to attend. In any event, you are encouraged to sign, date, and
promptly return the proxy card. The giving of a proxy will not prevent voting in
person if you attend the Annual Meeting.
Please read the attached Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS,
Maynard L. Moe
President
Denver, Colorado
May 7, 1996
DENCOR ENERGY COST CONTROLS, INC.
1450 West Evans
Denver, Colorado 80223
PROXY STATEMENT
SOLICITATION BY BOARD OF DIRECTORS
The enclosed proxy is solicited by the Board of Directors of Dencor Energy Cost
Controls, Inc. (the "Company") for use at the Annual Meeting of Shareholders of
the Company to be held at the Corporate Offices, 1450 West Evans Avenue, Denver,
Colorado 80223, on June 13, 1996 at 4:00 o'clock p.m., local time, or any
adjournment thereof (the "Annual Meeting"). The Company anticipates that the
proxy statement and the accompanying form of the proxy will be first mailed or
given to shareholders on May 7, 1996.
The cost of preparing, assembling and mailing the notice, proxy statement and
proxy and miscellaneous costs with respect to the same will be paid by the
Company. The Company intends to request banks, brokerage houses and other
custodians, nominees and fiduciaries to forward copies of the proxy material to
those persons for whom they hold such shares and to request authority for the
execution of proxies. The Company will reimburse them for the reasonable out-of
- - -pocket expenses incurred by them in so doing.
REVOCABILITY OF PROXY
The proxy may be revoked by the person giving it at any time prior to June 13,
1996, by giving written notice thereof to the Company or at any time before it
has been exercised by appearing at the Annual Meeting and giving oral notice
of revocation.
Unless instructed to the contrary in a proxy, the proxy will be voted for each
of the persons nominated by management and named below in the election of the
Company's Board of Directors, for ratification of the selection of Gelfond
Hochstadt Pangburn & Company, Certified Public Accountants, to be the Company's
independent auditors, and in the discretion of the proxy holder with respect to
any other matters that may properly come before the Annual Meeting. The persons
named in the proxy will exercise their best judgment with respect to the other
matters. The Board of Directors knows of no other matters to come before the
Annual Meeting at this time.
SHARES OUTSTANDING AND VOTING RIGHTS
Shareholders of record at the close of business on May 7, 1996 (the "Record
Date") will be entitled to vote at the Annual Meeting. Holders of a majority
of outstanding shares on the Record Date of the Company's common stock
represented in person or by proxy constitute a quorum. The holders of these
shares are entitled to one vote per share. In the election of Directors,
however, cumulative voting is permitted. A shareholder is entitled to cast
that number of votes equal to the number of his shares multiplied by the
number of Directors to be elected. He may cast those votes for a single nominee
or distribute them among the nominees as he may determine. There are no
conditions precedent to the exercise of the right to cumulate votes.
Discretionary authority to cumulate votes is not solicited as part of
this proxy solicitation.
As of the Record Date, there were 3,671,304 shares of common stock issued,
outstanding, and entitled to vote. For details concerning the shares of the
Company held by the Directors, officers, and certain shareholders, see "Stock
Ownership of Officers, Directors, and Principal Shareholders".
ANNUAL REPORT
The Company's Annual Report, including Form 10-KSB with financial statements for
the year ended December 31, 1995, is being mailed with this Proxy Statement.
ELECTION OF DIRECTORS
At the Annual Meeting, the Shareholders will elect a Board of Directors of three
persons to serve until the next annual meeting of shareholders or until the
election and qualification of their respective successors. Unless authority
is withheld, proxies shall be voted for the election of the following persons as
Directors, provided that if any of such nominees shall be unavailable to
serve for any reason not now known to the Board of Directors, the proxies
will be voted for the election of a substitute nominee designated by the
Board of Directors. It is not anticipated that any nominee will be unable or
unwilling to accept nomination or election. All of the nominees have consented
to serve as Directors until the next annual meeting, if elected. A majority
of the votes cast at the Annual Meeting by shareholders entitled to vote
thereon will be required for the election to the Board of Directors.
NOMINEES
MAYNARD L. MOE, AGE 61, CHAIRMAN OF THE BOARD OF DIRECTORS
AND PRESIDENT SINCE 1974
Dr. Moe, a founder of the Company, has served as Chairman of the Board of
Directors and President since 1974. He has spent full-time in the management
of the Company.
THEODORE A. HEDMAN, AGE 57, DIRECTOR SINCE 1988
SECRETARY SINCE 1988
Mr. Hedman has been Manager of Engineering for Dencor since 1979.
RONALD L. KNAUBER, AGE 57
Mr. Knauber is presently a Manufacturer's Representative for Lindal Sun Rooms.
From 1993 until 1996 Mr. Kaauber was owner of Qualified Communications, Inc.,
an electronics systems contractor specializing in sound and security systems.
From 1991 to present has been Chief Financial Officer for KDL, Inc. a holding
company.
No Director is a director of any other public company. There are no family
relationships among Directors of the Company, and no arrangements or
understandings pursuant to which any of them are to be elected as Directors.
During the fiscal year ended December 31, 1995, the Company had three (3)
Directors' Meetings. Each of the directors attended all meetings. There are
no audit, compensation, or nominating committees of the Board of Directors.
STOCK OWNERSHIP OF OFFICERS,
DIRECTORS, AND PRINCIPAL SHAREHOLDERS
The following table sets forth the number of shares of the Company's Common
Stock owned of record or beneficially, or both, as of May 7, 1996, by each
person who owns of record, or is known by the Company to have owned,
individually or with his associates or beneficially, more than five percent of
such shares then outstanding, and the number of shares owned beneficially on
that date by each Director and Nominee for Director, by each Executive Officer
named in The Summary Compensation Table below, and by Officers and Directors
of the Company as a group. Information as to the beneficial ownership is based
upon statements furnished to the Company by such persons.
Percent
Name & Address of Amount and Nature of of
Title of Class Beneficial Owners Beneficial Ownership Class (w)
Common Stock Theodore A. Hedman (u,v) 148,300 (y) 4.0
No par value 5445 South Camargo Road
Littleton, CO 80123
Ronald L. Knauber (z) 0 0.0
2743 W. Long Drive #D
Littleton, CO 80120
Maynard L. Moe (u,v) 703,650 (x) 19.2
2309 South Jackson
Denver, CO 80210
Executive Officers 851,950 23.2
and Directors as
a group (3 persons)
(u) These persons are currently Directors of the Company.
(v) These persons are Executive Officers of the Company.
(w) On May 7, 1996, there were 3,671,304 shares of common stock issued and
outstanding.
(x) Includes 159,650 shares owned of record by Carol M. Moe, wife of
Maynard L. Moe.
(y) Includes 35,800 shares owned of record by Charlotte Hedman, wife of
Theodore A. Hedman.
(z) This person is a nominee for Director.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth in summary form the compensation received during
each of the Company's last three completed fiscal years by the Chief Executive
Officer and President of the Company. No executive officer of the company,
including the Chief Executive Officer and President, received total salary and
bonus exceeding $100,000 during any of the last three fiscal years.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
Other
Annual All Other
Compen- Restricted LTIP compen-
Name & Prin. Fiscal Salary Bonus sation Stock Options Payouts sation
Position Year ($)(1) ($)(2) ($)(3) Award(s) (#)(5) ($)(6) ($)(7)
M. L. Moe 1995 67,000 -0- -0- -0- -0- -0- -0-
CEO, President
& a director (8) 1994 60,300 -0- -0- -0- -0- -0- -0-
1993 61,400 -0- -0- -0- -0- -0- -0-
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) During the period covered by the Summary Compensation Table, the Company
did not pay any other annual compensation not properly categorized as
salary or bonus, including perquisites and other personal benefits,
securities or property.
(4) During the period covered by the Summary Compensation Table, the Company
did not make any award of restricted stock.
(5) The Company has had no stock option plans.
(6) The Company has a Restricted Stock Bonus Plan, the purpose of which is to
attract and retain qualified personnel for responsible positions. The
Company has remaining 196,000 shares of the Company's authorized but
unissued common stock as of December 31, 1995, to be awarded as stock
bonuses to employees, not including Dr. Moe. Stock bonuses may be
awarded, as an incentive to contribute to the success of the Company,
at the discretion of a stock bonus committee, consisting of not less than
two directors, from a list of recommendations submitted periodically by
the President. The plan may be amended, modified, suspended or withdrawn
at any time by the Board of Directors. There were no shares awarded during
the period covered by the Summary Compensation Table.
(7) No other compensation
Employment Contracts
Compensation pursuant to plans. Dr. Moe, for the year 1996, will receive an
annual salary of $69,700 payable in substantially equal monthly installments.
Dr. Moe will also receive additional compensation equal to two percent of the
Company's first $100,000 pre-tax net profits, plus four percent of pre-tax
profits from $100,000 to $200,000 plus six percent of the pre-tax profits in
excess of $200,000.
Compensation of Directors
The Company pays its non-employee director $100 per Directors' Meeting
attended. It is anticipated that no more than twelve meetings will occur each
year. The Company has no other compensation arrangements with Directors.
BOARD OF DIRECTOR'S PROPOSAL
RATIFICATION OF REAPPOINTMENT OF INDEPENDENT AUDITORS
The following resolution will be offered by the Board of Directors at the
meeting:
"RESOLVED, that the selection by the Board of Directors of Gelfond Hochstadt
Pangburn & Company, Certified Public Accountants, to audit the accounts of
the Company for the year ended December 31, 1996, is hereby ratified".
Gelfond Hochstadt Pangburn & Company will serve as the Company's independent
auditors for the year ended December 31, 1996. Neither Gelfond Hochstadt
Pangburn & Company, nor any member of its staff, has any financial interest
in or any connection (other than as independent auditors) with the Company.
The services performed by Gelfond Hochstadt Pangburn & Company during the last
fiscal year were limited to the preparation of the audit and related matters.
There were no non-audit services performed by the auditors during the fiscal
year ended December 31, 1995.
There is no legal requirement for submitting this proposal to the shareholders;
however, it is submitted by the Board of Directors in order to give the
shareholders an opportunity to express their views on the Company's auditors.
Whether the proposal is approved or defeated, the Board may reconsider its
selection of Gelfond Hochstadt Pangburn & Company.
If the resolution is not approved by the shareholders, the Board of Directors
will reconsider its selection of Gelfond Hochstadt Pangburn & Company and
consider retaining another firm of auditors.
It is not anticipated that any representative of Gelfond Hochstadt Pangburn &
Company will attend the Annual Meeting.
The Board recommends that the shareholders vote in favor of ratifying the
selection of Gelfond Hochstadt Pangburn & Company as the Company's auditors
for the fiscal year ending December 31, 1996 or until the Board of Directors,
in its discretion, replaces them. An affirmative vote of the majority of shares
represented at the meeting is necessary to ratify the selection of auditors.
PROPOSAL OF SECURITY HOLDERS FOR
COMPANY'S ANNUAL MEETING JUNE 12, 1997
All proposals of security holders intended to be presented at the Company's next
Annual Meeting tentatively scheduled for June 12, 1997, must be received by
the Company on or before January 10, 1996, unless the date of the annual
meeting is subsequently changed by more than 30 days, in order to be included in
the proxy statement which the Company will prepare and distribute in
connection with that meeting.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the Company's last fiscal year, there were no transactions between the
Company and any Director, Executive Officer, Nominee for Director or 5 percent
shareholder or any of their respective families, and none are currently
proposed, in which the amount involved exceeded $60,000.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
MAYNARD L. MOE
President
Denver, Colorado
May 7, 1996
