DENCOR ENERGY COST CONTROLS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 12, 1997
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 12, 1997
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, 1997; and
3. To transact such other business as may properly come before the meeting.
Shareholders of record at the close of business on May 1, 1997 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 1, 1997
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 12, 1997 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 5, 1997.
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 12,
1997, 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 1, 1997 (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, 1996, 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 62, 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 58, DIRECTOR SINCE 1988
SECRETARY SINCE 1988
Mr. Hedman has been Manager of Engineering for Dencor since 1979.
RONALD L. KNAUBER, AGE 58
Since 1996 Ronald L. Knauber has been an Application Engineer and Manufacturers
Representative with Wescom Marketing. From 1993 to 1996 Mr. Knauber 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, 1996, 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.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors, executive officers and holders of more
than 10 percent of the Company's common stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. The
Company believes that during the fiscal year ended December 31, 1996, its
officers, directors, and holders of more than 10 percent of the Company's
common stock complied with all Section 16(a) filing requirements except Mr.
Knauber did not file Form 3 in a timely manner. When filed, Form 3 indicated
Mr. Knauber did not own any of the Company's common stock.
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 1, 1997, 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 (u) 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 1, 1997, 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.
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 $100,000 during any of the last three fiscal years.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
Other
Annual Restrict- All Other
Compen- ed LTIP Compen-
Name and Fiscal Salary Bonus sation Stock Options Payouts sation
Principal Year ($)(1)($)(2) ($)(3) Awards(s) (#)(5) ($)(6) ($)(7)
Postion
Maynard L. 1996 54,672 -0- -0- -0- -0- -0- -0-
Chief Execu-
tive, Officer 1995 67.000 -0- -0- -0- -0- -0- -0-
President,and
a director(8) 1994 60,300 -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, 1996, 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 1997, 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, 1997, is
hereby ratified".
Gelfond Hochstadt Pangburn & Company will serve as the Company's independent
auditors for the year ended December 31, 1997. 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, 1996.
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, 1997 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 11, 1998
All proposals of security holders intended to be presented at the Company's next
Annual Meeting tentatively scheduled for June 11, 1998, must be received by the
Company on or before January 9, 1998, 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.
VOTING PROCEDURES
Votes at the Annual Meeting of Shareholders are counted by the Inspector of
Election appointed by the Chairman of the meeting. If a quorum is present, an
affirmative vote of a majority of the votes entitled to be cast by those
present in person or by proxy is required for the approval of items submitted
to shareholders for their consideration unless a different number of votes is
required by statute or the Company's Article of Incorporation. Abstentions by
those present at the meeting are tabulated separately from affirmative and
negative votes and do not constitute affirmative votes. If a shareholder
returns his or her proxy card and withholds authority to vote for any or all
of the nominees, the votes represented by the proxy card will be deemed to be
present at the meeting for the purposes of determining the presence of a quorum
but will not be counted as affirmative votes. Shares in the name of brokers
that are not voted are treated as not present.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
MAYNARD L. MOE
President
Denver, Colorado
May 1, 1997
P R O X Y This Proxy is solicited on Behalf of the Board Directors
DENCOR ENERGY COST The undersigned hereby appoints Maynard L. Moe and
CONTROLS, INC. Theodore A. Hedman, or either one of them acting
singularly in the absence of the other, or
(shareholders may strike the persons designated by
management and insert name and address of other person(s)
to vote the Proxy and mail Proxy to named Proxy holder)
as Proxies, each with the power to appoint his substitute,
and hereby authorizes him to represent and vote, as
designated below, all the shares of common stock of Dencor
Energy Cost Controls, Inc. held of record by the under-
signed as of May 1, 1997 at the Annual Meeting Of
Shareholders to be held on Thursday, June 12, 1997, or
any adjournments thereof, on the following matters:
1. ELECTION OF DIRECTORS:
FOR ALL NOMINEES listed below WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees ( )
below) ( )
INSTRUCTION: To withhold authority to vote for any individual nominee, line
through or otherwise strike out the nominee's name in the list
below.
THEODORE A. HEDMAN, RONALD L. KNAUBER MAYNARD L. MOE
2. PROPOSAL TO RATIFY THE SELECTION OF GELFOND HOCHSTADT PANGBURN & COMPANY as
the independent public accountants of the Company:
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. OTHER MATTERS. In his discretion upon such matters as may properly come
before the Meeting.
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 PROPOSALS 1 AND 2.
Please sign below exactly as name appears on the label below.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, give full title as such.
If a corporation, sign in full corporate name by President or other authorized
officer. If a partnership, sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
Dated____________________________________________
_________________________________________________
Signature
_________________________________________________
Signature, if held jointly
_________________________________________________
Social Security No. or Taxpayer I.D. No.
