<PAGE>
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
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))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CANISCO RESOURCES, INC.
-----------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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:
<PAGE>
CANISCO RESOURCES, INC.
300 Delaware Avenue, Suite 714
Wilmington, Delaware 19801
Wilmington, Delaware
December 29, 1999
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 25, 2000
The Annual Meeting of the Stockholders (the "Meeting") of Canisco
Resources, Inc. (the "Company") will be held at the Sheraton Hotel, 422 Delaware
Avenue, Wilmington, Delaware, 19801 on January 25, 2000, at 9:00 AM, local time,
to consider and vote upon the following proposal described in greater detail in
the accompanying Proxy Statement:
1. Elect six Directors for the ensuing year;
2. Ratify the appointment of KPMG, LLP as the independent auditors of the
Company for the current fiscal year;
3. Transact other business that is properly raised at the Meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on December 1, 1999,
as the record date for determination of stockholders who are entitled to notice
of and to vote at the Meeting. Accordingly, only stockholders of record at the
close of business on that date will be entitled to vote at the Meeting.
Management of Canisco extends a cordial invitation to all stockholders to
be present at the Meeting.
By Order of the Board of Directors
Ted Mansfield
President and Chief Executive Officer
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN YOUR PROXY PROMPTLY IN THE POSTAGE PAID, PRE-ADDRESSED ENVELOPE ENCLOSED
FOR THAT PURPOSE. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW YOUR
PROXY AND VOTE IN PERSON.
1
<PAGE>
CANISCO RESOURCES, INC.
300 Delaware Avenue, Suite 714
Wilmington, Delaware 19801
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 25, 2000
- ------------------------------------------------------------------------------
GENERAL INFORMATION
- ------------------------------------------------------------------------------
Introduction
This proxy statement is furnished to you in connection with the
solicitation of proxies by the Board of Directors of Canisco Resources, Inc.
(the "Company"), for use at the Annual Meeting of Shareholders for 1999 (the
"Meeting") to be held at the Sheraton Hotel, 422 Delaware Avenue, Wilmington,
Delaware, 19801 on January 25, 2000, at 9:00 AM, local time, and at any
adjournment or postponement of the Meeting. This proxy statement and the
accompanying form of proxy will first be mailed to stockholders on or about
December 29, 1999. The Board of Directors fixed the record date for the Meeting
as the close of business on December 1, 1999. Accordingly, stockholders
registered on the books of the Company, at the close of business on December 1,
1999, have a right to be notified of the Meeting and to vote at the Meeting.
At the Meeting stockholders of the Company who are entitled to notice of
and have a right to vote at the Meeting will be asked to:
1. Elect six Directors for the ensuing year; and
2. Ratify the appointment of KPMG, LLP, as the independent auditors of
the Company for the current fiscal year.
3. Transact other business that is properly raised at the Meeting or any
adjournment thereof.
Cost of Solicitation
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited by directors, officers, regular
employees of the Company personally or by telephone or telegram. It is
contemplated that brokerage houses, nominees, and other custodians and
fiduciaries will be requested to send proxy material to their principals, and
the Company will reimburse them for their charges and expenses in so doing.
Proxy Enclosed
A proxy is enclosed for use at the Meeting. If you complete and sign the
enclosed proxy, date and return it, your shares will be voted at the Meeting in
accordance with the instructions you have specified on the proxy. If you change
your mind with regard to the proxy, you may revoke that proxy by written notice
delivered to the Company's Secretary at any time before it is voted.
The Company's annual report for the fiscal year ended March 31, 1999
("fiscal year 1999") accompanies this Proxy Statement, the meeting notice and
the proxy.
2
<PAGE>
- -------------------------------------------------------------------------------
VOTING SHARES
- -------------------------------------------------------------------------------
The Board of Directors has fixed the close of business on December 1, 1999,
as the record date for determination of the shareholders entitled to notice of
and to vote at the Meeting or any adjournment of the meeting. Shareholders of
record as of that date will receive the notice of Meeting, the proxy statement,
the proxy and the Company's annual report. As of December 1, 1999, there were
2,536,565 shares of common stock, par value $.0025 per share, outstanding and
entitled to notice of and to vote at the Meeting. The Company has no other
class of stock outstanding. Each share of common stock is entitled to one vote
on each matter properly submitted to the shareholders for action at the Meeting.
There are no cumulative voting rights.
A broker holding shares of record for customers is not entitled to vote on
certain matters unless it receives voting instructions from its customers under
applicable rules of the National Association of Securities Dealers, Inc. rules.
In this proxy statement the term "uninstructed shares" means shares held by a
broker who has not received instructions from its customers on such matters and
the broker has notified the Company of this on a proxy form in accordance with
industry practice or has otherwise advised the Company that it lacks voting
authority. Uninstructed shares with respect to any matter are considered to be
present for quorum purposes. In this proxy statement the term "broker non-
votes" means the votes that could have been cast on the matter in question by
brokers with respect to uninstructed shares if they had received their
customers' instructions.
- --------------------------------------------------------------------------------
VOTE REQUIRED
- --------------------------------------------------------------------------------
Election of Directors: Directors are elected by a plurality and the six
nominees who receive the most votes will be elected. Abstentions and broker
non-votes will not be taken into account in determining the outcome of the
election.
Approval of Auditors: To be approved, this matter must receive the
affirmative vote of the majority of the shares present in person or by proxy at
the meeting and entitled to vote. Uninstructed shares are entitled to vote on
this matter. Therefore, abstentions and broker non-votes have the effect of
negative votes.
A broker holding shares of record for customers is not entitled to vote on
a proposal unless it has received voting instructions from its customers.
Shares present at the Meeting in person or by proxy that are held of record by a
broker who has not received its customers' instructions on the proposal will be
considered to be present for the purposes of establishing a quorum. However, a
broker who did not receive its customer's instructions on voting will not be
entitled to vote on the proposal and therefore its non-vote will not affect the
outcome of the stockholder vote. Abstentions by non-broker stockholders present
at the Meeting in person or by proxy will have the effect of a vote against the
proposal.
- --------------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------
The Company currently has 2,536,565 shares of common stock outstanding. In
addition 105,000 shares are reserved for issuance upon the exercise of currently
outstanding options held by employees and directors and 110,000 shares are
reserved for the exercise of warrants held by Teddy L. and Dean Mansfield, who
are both part of the management of one of the Company's subsidiaries, and by
others.
3
<PAGE>
The shares reported in the following two tables may be deemed to be
beneficially owned under Rule 13d-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, but the
inclusion of the shares in this table does not constitute an admission of
beneficial ownership.
The following table shows information as of December 1, 1999 (unless
otherwise noted), with respect to each person with beneficial ownership of more
than 5% of the Company's outstanding common stock.
<TABLE>
<CAPTION>
Shares Percentage
Name and Address Beneficially Owned/(1)/ of Class Owned
- ---------------- ----------------------- --------------
<S> <C> <C>
ROI Capital Management, Inc.
17 East Sir Francis Drake Boulevard, Suite 225
Larkspur, CA 94939 215,200/(2)/ 8.48%
Teddy L. Mansfield
3251 E. Kingsfield Road
Pensacola, FL 32514 156,000/(3)/ 6.15%
Joe C. Quick
83 Almond Avenue
Hershey, PA 17022 147,516/(4)/ 5.82%
Ralph A. Trallo
2363 Sanibel Blvd.
St. James City, FL 33956 138,321/(5)/ 5.45%
</TABLE>
(1) The shares reported here may be deemed to be beneficially owned under rules
and regulations of the Securities and Exchange Commission, but the
inclusion of these shares in this beneficial ownership table does not
constitute an admission by anyone of beneficial ownership.
(2) ROI Capital Management, Inc. and its affiliates, ROI Partners, L.P., ROI &
Lane, L.P., Mark T. Boyer and Mitchell Soboleski, report shared voting and
investment power over an aggregate of 215,200 shares. The information shown
has been derived from ROI Capital Management, Inc.'s Form 13G filed with
the SEC on or about February 19, 1999.
(3) 150,000 of these shares were part of the purchase consideration paid by the
Company for the acquisition of Mansfield Industrial Coatings, Inc. which
occurred on April 22, 1998. Mr. Mansfield also received warrants to
purchase 60,000 shares at a price of $2 5/8 per share as part of the
acquisition consideration. None of such warrants are currently exercisable
and therefore have not been included.
(4) The shares shown include 84,490 shares over which Mr. Quick exerts sole
voting and investment power. Mr. Quick shares voting and investment power
over the remaining shares which are held by his spouse or certain relatives
(excluding adult children).
(5) The shares shown include 113,321 shares over which Mr. Trallo exerts sole
voting and investment power and 25,000 shares subject to stock options
owned by Mr. Trallo.
The following table gives certain information as of December 1, 1999, with
respect to the beneficial ownership, direct or indirect, of the Company's common
stock by each of the current directors and executive officers and by all of the
current directors and executive officers as a group, as reported by them.
4
<PAGE>
Shares held by a director or officer and his spouse and certain relatives
(excluding adult children) are included in the table.
<TABLE>
<CAPTION>
Shared
Sole Voting Voting and Shares
and Investment Investment subject of Aggregate Percentage
Name Power Power Options Total of Class
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Joe C. Quick/(1)/ 84,490 63,026 -0- 147,516 5.82%
Ralph A. Trallo/(2)/ 113,321 -0- 25,000 138,321 5.45%
Michael J. Olson/(3)/ 37,619 -0- 15,000 52,619 2.07%
Dale L. Ferguson 19,000 30,000 -0- 49,000 1.93%
Donald E. Lyons/(4)/ 16,350 -0- -0- 16,350 0.64%
Thomas P. McShane 18,300 -0- -0- 18,300 0.72%
W. Lawrence Petcovic 10,886 -0- -0- 10,886 0.43%
All Directors and Executive 299,966 93,026 40,000 432,992 17.07%
Officers as a Group
(7 Persons)
</TABLE>
(1) Mr. Quick resigned as a director of the Company on October 27, 1999.
(2) Mr. Trallo was terminated as President and Chief Executive Officer by the
Company's Board of Directors effective September 7, 1999. Mr. Trallo
remains an employee and director of the Company.
(3) Executive officer who is not a director.
(4) Mr. Lyons resigned as director of the Company in August 1999.
- -------------------------------------------------------------------------------
ELECTION OF DIRECTORS
- -------------------------------------------------------------------------------
(Item No. I)
Unless otherwise instructed, the persons named in the accompanying form of
proxy intend to vote the shares represented by the proxies for the election of
the six nominees listed below to the Board of Directors. All of such nominees
are presently directors of the Company. Messrs. Ferguson, McShane and Petcovic
were elected by the shareholders at the last annual meeting of shareholders,
while Messrs. Davis, Mansfield and O'Keefe were appointed by the Board since the
date of such meeting. Directors elected at the Meeting will hold office until
the next annual meeting of shareholders or until their respective successors are
elected and qualified. In the event that any one or more of the nominees should
become unavailable for election at the time of the Meeting, for any reason, an
event that the Board of Directors does not anticipate, the persons named in the
accompanying form of proxy will vote for the remaining nominees and for such
substitute nominee or nominees, if any, as may be designated by the Board of
Directors.
The nominees this year are:
Marvin Davis Age 62 1996 to present, President, CEO and
Chairman of Datamax, a manufacturer of
bar code printers for the automatic
identification device market. 1987 to
1996, President of Grisanti, Galef and
Goldress Corporation, a consulting firm
for troubled businesses. Currently a
member of the board of directors of
Crown Craft, Z Axis Corporation,
Veridian Partners, Reliacast, and a
member of the Board of Advisors for
Angus & Coote.
5
<PAGE>
Dale L. Ferguson Age 65 Retired since 1996. 1974 through 1996,
an employee of the Company. Director of
the Company since 1974.
Teddy Mansfield Age 37 1996 to present, President of Mansfield
Industrial Coatings, Inc, an industrial
painting company. 1993 to 1996, Vice
President of Mansfield Industrial
Coatings.
Thomas P. McShane /(1)//(2)/ Age 46 1987 to present, President of McShane
Group, Inc., a financial and management
consulting firm located in Timonium,
MD. Director of the Company since 1991.
Timothy O'Keefe Age 36 1998 to present, Vice President and CFO
of Gai-Tronics Corporation. 1997 to
1998, Vice President and Corporate
Controller of Salient 3 Communications.
Prior to 1997, Corporate Controller of
Salient 3 Communications.
W. Lawrence Petcovic /(1)/ Age 55 July 1999 to present, Vice President of
Human Resources of Fypon Limited, a
manufacturer of molded millwork.
November 1998 to July 1999, Vice
President of Human Resources at
Creditrust Inc., a purchaser of credit
card charged-off receivables. 1996 to
November 1998, Vice President, Training
of Chevy Chase Bank. 1994 to 1996,
business consultant for L.P.
Associates, Columbia, MD. Director of
the Company since 1981.
(1) Member of the Compensation Committee (former director, Mr. Donald E. Lyons,
was a member of this committee)
(2) Member of the Audit Committee (former director, Mr. Joe C. Quick, was a
member of this committee.
- --------------------------------------------------------------------------------
INFORMATION REGARDING THE COMPANY AND DIRECTORS AND OFFICERS
- --------------------------------------------------------------------------------
Plan of Reorganization
On September 1, 1995, Oliver B. Cannon & Son, Inc., a wholly owned
subsidiary of Nuclear Support Services, Inc. (which is the predecessor
corporation to the Company), filed a voluntary petition under chapter 11 of the
Bankruptcy Code. On September 5, 1995, Nuclear Support Services, Inc. and its
other subsidiaries also filed for protection under Chapter 11. Those
subsidiaries were Sline Industrial Painters, Inc., NSS Numanco, Inc., NSS of
Delaware, Inc., IceSolv, Inc. and Henze Services, Inc. All cases were filed in
the United States Bankruptcy Court for the Middle District of Pennsylvania in
Harrisburg. A number of first day orders were presented to the Court, including
an order allowing joint administration under the style and case of the parent,
Nuclear Support Services, Inc. at case number 1-95-01767.
On January 31, 1996, Nuclear Support Services, Inc. filed its Joint Plan of
Reorganization. The Amended Joint Plan of Reorganization was filed and confirmed
by the Court on April 24, 1996. On June 28, 1996, the Company met all the
requirements of the Amended Plan by executing the necessary banking documents
for securing exit financing. The Effective Date for the Company's exit from
bankruptcy was July 1, 1996. On March 24, 1998, the Court administratively
closed the bankruptcy proceedings and the resolution of two contested matters
were closed during fiscal year 1999.
6
<PAGE>
Committees and Meetings of the Board of Directors
The Board of Directors meets on a regularly scheduled basis and, during
fiscal year 1999, met on eleven occasions. During fiscal year 1999, each
Director was present for all of the meetings of the Board of Directors. Outside
directors of the Company were paid an annual retainer of $7,500. All non-
employee directors except the Chairman of the Board, were paid $800 for each
meeting attended, and the Chairman was paid $1,200 for each meeting. Employee
directors receive no compensation for meetings.
The Audit and Compensation committees were active in fiscal year 1999.
Each committee member was present for all the meetings of the Board Committees
on which such Director served. Outside Board members appointed to serve on the
Compensation and Audit Committees were paid an annual retainer of $1,500. In
addition, outside Board members serving on Committees, except the Committee
Chairman, were paid $750 for each Committee meeting and the Committee Chairman
was paid $1,000.
The Audit Committee was created by the Board of Directors in October 1986.
The function of the Audit Committee is to recommend an accounting firm to
conduct an annual audit and to review the scope and results of the annual audit.
The Audit Committee also reviews the adequacy of internal controls, policies and
procedures, and reports its findings to the Board of Directors. The Audit
Committee met once during fiscal year 1999.
The Compensation Committee was created by the Board of Directors in
February 1989. The function of the Compensation Committee is to administer the
Company's 1998 Stock Option/Incentive Plan and 1990 Stock Option Plan and the
Director's Stock Option Program. The Compensation Committee met twice during
fiscal year 1999.
The Board of Directors does not have a nominating committee or any other
committee performing similar functions.
Directors Stock Option Program
The Directors' Stock Option Program was approved by stockholder vote at the
Meeting in February 1992. The program provided a mechanism for compensating
directors for their services by means other than cash payment, promoted Director
stock ownership and increases the incentive for those responsible for the long-
range success of the Company. Pursuant to the Program, each Director could elect
to take non-qualified stock options for the Company's stock issued under the
1990 Stock Option Plan in lieu of all or a portion of the normal cash retainer
and/or fee for Board or Committee meetings attended. Directors who selected
options pursuant to the Program made a standing election to do so (or to rescind
such election) at least six (6) months in advance of the meeting for which the
election (or rescission) was to be effective. For the purpose of this election,
options were valued at 17% of the market price of the stock on grant date (i.e.,
date set for payment of retainer or meeting fees as the case may be) and applied
against the fees to be earned.
The Company's 1990 Stock Option Program expired in December 1994, thus fees
and retainers for Board and Committee participation are now being paid to
directors in cash. As of December 1, 1999, all such options have expired.
Participation of Current Directors and Former in Retirement Programs
Dale Ferguson and Joe C. Quick received $50,000 and $65,000, respectively,
in fiscal year 1999 pursuant to the Company's Founders Retirement Plan.
7
<PAGE>
Information Regarding Current Executive Officers
The following table identifies the Company's current executive officers,
sets forth their ages, principal occupation or employment of each during the
past five years, positions and offices held with the Company and the terms
served as such.
<TABLE>
<CAPTION>
Name Age Principal Occupation or Employment
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Teddy Mansfield 37 President and Chief Executive Officer of the Company since
December 1999. President of Mansfield Industrial
Coatings, Inc., since 1996. /(1)//(2)/
Michael J. Olson 45 Vice President, Secretary/Treasurer and Chief Financial Officer of
Cannon Sline, Inc. since 1986. Named Acting Chief Financial Officer
of Nuclear Support Services, Inc. in January, 1995. Named Chief
Financial Officer, Vice President and Secretary/Treasurer of the
Company in April 1995. Mr. Olson has an employment contract with
the Company.
</TABLE>
/(1)/ Mr. Mansfield was not an executive officer of the Company during fiscal
year 1999.
/(2)/ Jimmie L. Huitt, Jr. was employed by the Company at its President and
Chief Executive Officer from September 7, 1999 until December 20, 1999,
when Mr. Mansfield was appointed by the Board. Mr. Huitt, 49, has been a
stockholder and principal of the McShane Group, a financial and
management consulting firm, since 1998, and prior to that was a Director
of Princeton Associates, a management consulting firm. Mr. Huitt was not
employed by the Company during fiscal year 1999, and received no
compensation from the Company during such fiscal year or prior thereto.
Mr. Trallo was terminated as President and Chief Executive Officer by the
Company's Board of Directors effective September 7, 1999. Mr. Trallo
remains an employee and director of the Company.
Compensation of Current Executive Officers
The following table sets forth information concerning all compensation
paid or accrued by the Company and its subsidiaries in respect to fiscal years
1997, 1998 and 1999 to or for each of the executive officers of the Company:
Summary Compensation Table
<TABLE>
<CAPTION>
Fiscal Year Compensation Long-Term
Compensation
Awards
Other Securities
Fiscal Salary Bonus compensation Underlying
Name and Principal Position Year ($) ($) ($)/(1)/ Option/SARs (#)
- ------------------------------ ---- --- --- ------- ---------------
<S> <C> <C> <C> <C> <C>
Ralph A. Trallo 1999 185,000 48,100 134,794 /(2)/ - 0 -
President, Chief Executive 1998 185,000 115,000 47,590 /(3)/ - 0 -
Officer and Director; also 1997 185,000 77,700 7,210 50,000 /(4)/
President and CEO of Cannon
Sline
Michael J. Olson 1999 105,000 27,300 37,819 /(2)/ - 0 -
Vice President, 1998 105,000 85,000 7,820 /(3)/ - 0 -
Secretary/Treasurer and 1997 105,000 44,100 5,469 30,000 /(4)/
Chief Financial Officer
</TABLE>
8
<PAGE>
(1) Included in Other Compensation are automobile allowances and excess life
insurance benefits provided by the Company and the value of discretionary
bonuses paid in stock.
(2) At the request of the Compensation Committee, Mr. Trallo and Mr. Olson
agreed to terminate the 1985 Long Term Compensation Plan between
themselves and Oliver B. Cannon & Son, Inc. (the former name of the
Company's Cannon Sline, Inc. subsidiary). Mr. Trallo and Mr. Olson each
took stock in lieu of the cash due on termination of the plan, issued at
fair market value.
(3) Mr. Trallo and Mr. Olson were awarded discretionary bonuses in 1998.
Their bonuses were in the form of Company stock issued at fair market
value.
(4) A Stock Appreciation Program for Key Executives was established in fiscal
year 1995. Mr. Trallo and Mr. Olson were awarded SAR's under this Program
in 1997.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year End
Option/SAR Values
<TABLE>
<CAPTION>
Value of unexercised
Number of securities in-the-money
underlying unexercised options/SARs at FY
options/SARs end ($)
Shares acquired Value at FY end (#) exercisable/ exercisable/
Name on exercise (#) realized ($) unexercisable/(1)/ unexercisable
---- -------------- ----------- ------------------ -------------
<S> <C> <C> <C> <C>
Ralph A. Trallo -0- -0- 97,282/(2)/ $-0-/-0-
Michael J. Olson -0- -0- 65,000/(3)/ $-0-/-0-
</TABLE>
(1) Options include those granted under the Company's Stock Option Programs,
the Directors Stock Option Program, and the Company's Stock Appreciation
Plan.
(2) Mr. Trallo's options include 27,282 shares under the Company's Stock Option
Programs and the Director's Stock Option Program and 48,100 shares under
The Company's Stock Appreciation Plan.
(3) Mr. Olson's options include 15,000 shares under the Company's Stock Option
Programs and 27,300 shares under the Company's Stock Appreciation Plan.
- ------------------------------------------------------------------------------
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- ------------------------------------------------------------------------------
The Compensation Committee reviews and makes recommendations to the Board
of Directors on matters of Executive Officer compensation. The current members
of the committee are W. Lawrence Petcovic (Chairman) and Thomas P. McShane.
Donald E. Lyons was also a member of the Compensation Committee during fiscal
year 1999, but has since resigned from the Board of Directors. All of the
members of the Compensation Committee are (and with respect to Mr. Lyons, were)
non-employee "outside" directors as noted in this proxy statement. The committee
establishes the Company's policies and performance requirements for Executive
Officer compensation and the total compensation paid for each fiscal year. The
committees report for fiscal year 1999 is set forth below.
The Committee formulated the 1999 Executive Compensation program to support
the business growth strategy and to maintain performance in company operations.
The Committee limited the Executive Compensation Program to Ralph Trallo and
Mike Olson. Subsidiary officer compensation was delegated to the executive
group. Under the 1999 Senior Executive Program, the total compensation for
executives is managed utilizing four (4) components - base pay, short term
incentives, long term incentives and special equity grants.
9
<PAGE>
(1) Base salaries for fiscal year 1999 did not change for Mr. Trallo and Mr.
Olson. These salaries were reviewed and considered within the median
position guidelines for the companies with whom we compare as outlined in
the Conference Board Research Report (1204-97RR) on Top Executive
Compensation. The base pay for the executives in fiscal year 1999 was
maintained at $185,000 for Mr. Trallo and $105,000 for Mr. Olson. This
base salary was established in fiscal year 1997 and was applicable through
fiscal year 1999.
(2) Short Term Incentive pay available to be earned for fiscal year 1999 was
linked directly to earnings per share, net earnings, banking relationships
and bank covenants. Successful accomplishment of the performance
objectives resulted in Mr. Trallo receiving short term incentives of
$48,100 and Mr. Olson receiving $27,300.
(3) Long Term Incentives were provided as a method of extending ownership
throughout the company. The Cannon Sline Incentive Agreement for the
executive team assumed in the acquisition of Cannon Sline was converted
into Canisco common stock effective fiscal year 1999. The committee valued
the conversion of long term incentives at 48,820 shares for Mr. Trallo and
12,205 shares for Mr. Olson.
(4) Special Equity Grants were provided in fiscal year 1999. These grants took
the form of shares of Canisco stock at market value for cash bonuses earned
in 1995 and 1996.
The committee will continue the use of the four components of a total
compensation program and will incorporate the Stock
Option/Incentive program as approved by the shareholders.
The Compensation Committee
W. Lawrence Petcovic
Thomas P. McShane
Donald E. Lyons
10
<PAGE>
- --------------------------------------------------------------------------------
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- --------------------------------------------------------------------------------
Other than Board and Committee fees, there was no other compensation paid.
- --------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a)
- --------------------------------------------------------------------------------
For fiscal year 1999, no late Form 4 or Form 5 filings were submitted.
- --------------------------------------------------------------------------------
HISTORICAL PERFORMANCE OF THE COMPANY'S STOCK
- --------------------------------------------------------------------------------
The common stock traded on the NASDAQ Stock Market under the symbol "NSSI"
until May 20, 1996 at which time as a result of the merger of Nuclear Support
Services, Inc. into the Canisco Resources, Inc., the Company commenced trading
on the NASDAQ SmallCap Market under the symbol "CANR." On November 30, 1998 the
symbol was changed to "CANRC" to indicate that the Company had been granted a
temporary waiver from its failure to meet the listing requirements for the
NASDAQ SmallCap Market. On July 14, 1999 the stock was delisted from the NASDAQ
SmallCap Market due to the Company's failure to meet the continued listing
requirements by the end of fiscal year 1999 and began trading on the OTC
Bulletin Board under the symbol "CANR." The following table contains details
concerning the Company's stock price over the two most recent fiscal years.
<TABLE>
<CAPTION>
Fiscal Year 1998 Fiscal Year 1999
Quarter Ended High Low High Low
- ------------- ---- ---- ---- ---
<S> <C> <C> <C> <C>
June 30 2 3/4 1 3/8 3 3/4 2 1/2
Sept 30 2 3/4 1 3/8 3 1/4 2 1/4
Dec 31 3 7/8 1 3/4 3 1/2 1 1/2
March 31 2 3/4 1 7/8 2 3/4 1 1/4
Fiscal Year 2000
Period High Low
------ ---- ----
April 1, 1999 through December 1, 1999 7 1
</TABLE>
On December 1, 1999, the Company's common stock closed at $0.75 a share.
11
<PAGE>
- -------------------------------------------------------------------------------
PERFORMANCE GRAPH
- -------------------------------------------------------------------------------
The following graph compares the yearly percentage change in the Company's
cumulative total stockholder return on its common stock with the cumulative
total return of the NASDAQ MARKET INDEX, a broad market index, and the
cumulative total return of the Standard Industrial Classification Index, Code
1799 - Specialty Contractors. Cumulative return for the Company and both indices
were calculated assuming dividend reinvestment. For fiscal year 1999, the
Standard Industrial Classification Index, Code 1799 - Specialty Contractors was
comprised of the following nine (9) publicly traded companies: The Canisco
Resources, Inc.; Cerbco Inc. CL A; Chicago Bridge & Iron NV; Heist C.H.
Corporation; IDM Environmental Corp.; Insituform East, Inc.; Leak-X
Environmental CP; National Environ Service Co.; and U.S. Bridge Construction.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<TABLE>
<CAPTION>
Year Ending March 31,
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
The Canisco Resources, Inc. 100 38.46 51.28 53.85 52.56 46.15
Industry Index 100 54.56 64.49 35.62 39.19 23.33
NASDAQ Market Index 100 106.09 142.70 159.64 241.26 315.28
</TABLE>
12
<PAGE>
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RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
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(Item No. 2)
The Board of Directors selects each year the accounting firm to perform the
financial audit and related work for the Company for that year. KPMG, LLP has
been selected by the Board of Directors as the independent auditors for the
Company's current fiscal year commencing April 1, 1999. Selection of this firm
will be submitted for ratification at the Meeting. In the event the
shareholders do not ratify the appointment of KPMG, LLP, the selection of other
independent accountants will be considered by the Board of Directors.
A representative of KPMG, LLP, expected to be present at the Meeting, will
have the opportunity to make a statement if he or she desires to do so, and will
be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF
---
THE INDEPENDENT AUDITORS.
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STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
- -------------------------------------------------------------------------------
While the 1999 Annual Meeting of Shareholders is being held on January 25,
2000, this date is later than the time the Company typically holds its annual
meeting of shareholders. The Company anticipates that the 2000 Annual Meeting
of Stockholders (the "2000 Meeting") will be held during the summer, as has been
the Company's past practice, and therefore the Company has calculated all dates
given in this section as if the 1999 Meeting had been held on July 27, 1999
(such date chosen based on the fact that the 1998 Annual Meeting of Shareholders
was held on July 27, 1998).
All proposals of any stockholder of the Company that any stockholder wishes
to be presented at the are required to have been received by March 29, 2000 in
order to be considered for inclusion in Canisco's proxy statement and form of
proxy relating to that meeting.
A stockholder of Canisco may wish to have a proposal presented at the 2000
Meeting, without the proposal being included in the Company's proxy statement
and form of proxy relating for the meeting. If notice of any such proposal was
not received by the Company prior to June 12, 1999, under SEC Rule 14a-4(c) it
will be deemed "untimely" and, therefore, the proxies solicited by management of
the Company will have the right to exercise discretionary voting authority with
respect to the proposal. Any such notice should be directed to the President
and Chief Executive Officer of Canisco at 300 Delaware Avenue, Suite 714,
Wilmington, Delaware 19108.
- -------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors does not intend to bring any matters before the
Meeting other than those specifically set forth in the notice of the Meeting and
knows of no matters to be brought before the Meeting by others. If any other
matters properly come before the Meeting, it is the intention of the persons
named in the enclosed proxy, or their substitutes, to vote the proxy in
accordance with their best judgment on such matters to the extent allowed by SEC
Rule 14a-4(c) which limits the purpose for which discretionary authority may be
granted.
Wilmington, Delaware
December 29, 1999
13
<PAGE>
Annex A
This Proxy is Solicited on Behalf of the Board of Directors of
CANISCO RESOURCES, INC.
300 Delaware Avenue, Suite 714
Wilmington, Delaware 19801
The undersigned stockholder of CANISCO RESOURCES, INC. (the "Company") hereby
appoints W. Lawrence Petcovic and Thomas P. McShane, and each of them acting
individually, as the attorney and proxy of the undersigned, with the powers the
undersigned would possess if personally present, and with full power of
substitution, to vote all shares of common stock of the Company which the
undersigned would be entitled to vote if personally present at the annual
meeting of stockholders of the Company to be held on Tuesday, January 25, at
9:00 a.m., local time, at the Sheraton Hotel, 422 Delaware Avenue, Wilmington,
Delaware 19801, and any adjournment or postponement thereof, upon all subjects
that may properly come before the meeting, including the matters described in
the proxy statement furnished herewith, subject to any directions indicated on
the reverse side.
The Board of Directors recommends a vote "FOR" all of the nominees of the Board
of Directors in the election of directors and "FOR" the ratification of the
selection of KPMG Peat Marwick LLP as independent auditors of the Company for
the fiscal year ending March 31, 2000.
IF A STOCKHOLDER RETURNS A PROXY BUT DOES NOT SPECIFY A CHOICE ON THE PROXY, THE
PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL OF THE NOMINEES OF THE BOARD OF
DIRECTORS IN THE ELECTION OF DIRECTORS AND "FOR" THE RATIFICATION OF THE
SELECTION OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING MARCH 31, 2000.
(continued on reverse side)
================================================================
<PAGE>
ALL PROXIES WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS NOTED BELOW. This
proxy also delegates discretionary authority to vote with respect to any other
business that may properly come before the meeting or any adjournment or
postponement thereof.
1.
FOR WITHHOLD Marvin Davis, Dale L. Ferguson,
all nominees listed to AUTHORITY Thomas P. McShane, Teddy Mansfield,
the right (except as to vote for nominees Timothy O'Keefe, W. Lawrence
marked to the listed to the right Petcovic
contrary)
INSTRUCTION: To withhold authority
to vote for any individual nominee,
write that nominee's name in the
space provided below
__________________________________
__________________________________
2.
FOR AGAINST ABSTAIN With respect to the ratification
of the selection by the Board of
Directors of KPMG Peat Marwick as
as independent auditors of the
Company for the fiscal year ending
March 31, 2000.
The undersigned acknowledges receipt of the Proxy Statement dated December 29,
1999 and by signing this revokes any proxy or proxies previously given to vote
shares at the meeting or any adjournments.
Dated:___________________________________
[Printed Name of Shareholder]
_____________________________________________________
_____________________________________________________
Sign above exactly as name(s) appear on left
When signing as attorney-in-fact, executor, administrator, trustee or guardian,
please add your title. When signing as joint tenants, all parties in the joint
tenancy must sign. If signer is a corporation, please sign in full corporate
name by duly authorized officer or officers and affix the corporate seal.
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED, ADDRESSED ENVELOPE
2
