<PAGE>
CANISCO RESOURCES, INC.
300 DELAWARE AVENUE, SUITE 714
WILMINGTON, DELAWARE 19801
------------------------
INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AND RULE 14f-1 THEREUNDER
------------------------
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH
THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE
REQUESTED NOT TO SEND THE COMPANY A PROXY.
------------------------
This Information Statement is being mailed on or about July 17, 2000 as a
part of the Solicitation/ Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") of Canisco Resources, Inc. (the "Company") to the holders of
record of shares of common stock, par value $0.0025 per share, of the Company
(the "Common Stock" or the "Shares"). You are receiving this Information
Statement in connection with the possible election of persons designated by
Kenny Industrial Services, L.L.C. ("Parent") to a majority of the seats on the
Board of Directors of the Company (the "Board"). Capitalized terms used herein
and not otherwise defined herein have the meaning set forth in the
Schedule 14D-9.
On June 28, 2000, the Company, Parent and Canisco Acquisition, Inc. ("Merger
Subsidiary") entered into an Agreement and Plan of Merger (as amended, the
"Merger Agreement") in accordance with the terms and subject to the conditions
of which (1) Parent caused Merger Subsidiary to commence the Offer for any and
all outstanding Shares at a price of $1.00 per Share, net to the seller in cash,
without interest thereon, and (2) Merger Subsidiary will be merged with and into
the Company (the "Merger"). As a result of the Offer and the Merger, the Company
would become an indirect wholly owned subsidiary of Parent. The Offer is
scheduled to expire at 12:00 Midnight, New York City time, on Friday,
August 11, 2000, unless the Offer is extended in accordance with the Merger
Agreement and applicable law.
The Merger Agreement provides that, promptly after the purchase of a
majority of the outstanding Shares pursuant to the Offer, Parent shall be
entitled to designate directors (the "Purchaser Designees") on the Board of
Directors of the Company (the "Board") as will give Parent representation
proportionate to its ownership interest. The Company has agreed, upon the
request of Parent, to use its reasonable best efforts promptly either to
increase the size of the Board or secure the resignation of such number of
directors, or both, as is necessary to enable the Purchaser Designees to be
elected or appointed to the Board and to cause the Purchaser Designees to be so
elected or appointed. In addition, the Company has agreed to cause the Purchaser
Designees to constitute the same percentage as is on the Board of (i) each
committee of the Board, (ii) each board of directors of each subsidiary of the
Company and (iii) each committee of each such board.
This Information Statement is required by Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1
thereunder. You are urged to read this Information Statement carefully. You are
not, however, required to take any action at this time.
The information contained in this Information Statement (including the
information incorporated by reference) concerning Parent, Merger Subsidiary and
the Purchaser Designees has been furnished to the Company by Parent, and the
Company assumes no responsibility for the accuracy or completeness of such
information.
GENERAL INFORMATION REGARDING THE COMPANY
As of July 14, 2000 there were 2,536,565 shares of Common Stock outstanding.
Each share of Common Stock is entitled to one vote. The Board currently consists
of five members.
<PAGE>
RIGHT TO DESIGNATE DIRECTORS; THE PURCHASER DESIGNEES
The Merger Agreement provides that promptly upon the purchase of, and
payment for, any Shares by Parent or any of its subsidiaries which represents at
least a majority of the outstanding Shares (on a fully diluted basis), Parent
shall be entitled to designate such number of directors, rounded up to the next
whole number, on the Board as is equal to the product of the total number of
directors on the Board (giving effect to the directors designated by Parent
pursuant to this sentence) multiplied by the percentage that the aggregate
number of Shares beneficially owned by Parent and Merger Subsidiary bears to the
total number of Shares then outstanding. In addition, the Merger Agreement
provides that the Company shall, upon request of Parent, use its reasonable best
efforts promptly either to increase the size of the Board, including by amending
the By-laws of the Company if necessary to so increase the size of the Board, or
secure the resignations, of such number of incumbent directors, or both, as is
necessary to enable the Purchaser Designees to be so elected or appointed at
such time and use its best efforts to cause the Purchaser Designees to be so
elected or appointed. At such time, the Company shall, upon request of Parent,
also cause persons designated by Parent to constitute the same percentage
(rounded up to the nearest whole number) as is on the Board of (i) each
committee of the Board, (ii) each board of directors (or similar body) of each
subsidiary of the Company and (iii) each committee (or similar body) of each
such Board.
The Merger Agreement also provides that, in the event that Purchaser
Designees are elected to the Board, until the Effective Time, the Company will
cause the Board to have at least three directors who were directors on June 28,
2000 and are neither officers or employees of the Company (the "Independent
Director"), provided that if any Independent Directors cannot serve due to death
or disability, the remaining Independent Directors (or Independent Director, if
there is only one remaining) shall be entitled to designate another person or
persons who served as a director on June 28, 2000 to fill such vacancies or, if
no Independent Director then remains, the other directors shall designate three
persons to fill such vacancies and such persons shall be deemed to be
Independent Directors for purposes of the Merger Agreement. In the event that
the Purchaser Designees constitute a majority of the Board, prior to the
Effective Time, the affirmative vote of a majority of the Independent Directors
will be required to (i) amend or terminate the Merger Agreement by the Company,
(ii) exercise or waive any of the Company's rights, benefits or remedies under
the Merger Agreement, (iii) amend the Certificate of Incorporation or By-laws of
the Company, or (iv) take any other action of the Board under or in connection
with the Merger Agreement; provided, that if there are no Independent Directors
as a result of such persons' deaths, disabilities or refusal to serve, such
actions may be effected by majority vote of the entire Board.
Parent has informed the Company that it will choose the initial Purchaser
Designees from the persons listed below. With respect to the Purchaser
Designees, the following table, prepared from information furnished to the
Company by Parent, sets forth the name, occupation and age of each such
Purchaser Designee. Parent has informed the Company that each of the Purchaser
Designees listed below has consented to act as a director, if so designated. If
necessary, Parent may choose additional or other Purchaser Designees, subject to
the requirements of Rule 14f-1.
Parent has advised the Company that, except as set forth in the Offer to
Purchase: (i) none of Parent, Merger Subsidiary, nor to the best knowledge of
Parent and Merger Subsidiary, any of the Purchaser Designees, or any associate
or majority owned subsidiary of such persons beneficially owns or has any right
to acquire, directly or indirectly, any Shares, and none of Parent, Merger
Subsidiary, nor to the best knowledge of Parent and Merger subsidiary, any of
the other persons or entities referred to above, nor any of the respective
directors, executive officers or subsidiaries of any of the foregoing, has
effected any transaction in the Shares during the past sixty (60) days;
(ii) neither Parent nor Merger Subsidiary nor, to the best knowledge of Parent
and Merger Subsidiary, any of the Purchaser Designees, has any contract,
arrangement, understanding or relationship with any other person with respect to
any securities of the
2
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Company, including, but not limited to, any contract, arrangement, understanding
or relationship concerning the transfer or the voting of any securities of the
Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of loans, guarantees against loss, guarantees of profits,
divisions of profits or loss or the giving or withholding of proxies;
(iii) neither Parent nor Merger Subsidiary nor, to the best knowledge of Parent
and Merger Subsidiary, any of the Purchaser Designees, has had any business
relationships or transactions with the Company or any of its executive officers,
directors or affiliates that is required to be reported under the rules and
regulations of the Securities and Exchange Commission applicable to the Offer;
and (iv) during the past five years, neither Parent nor Merger Subsidiary nor,
to the best knowledge of Parent and Merger Subsidiary, any of the Purchaser
Designees, has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors), nor has any of them, during the past five
years, been a party to any judicial or administrative proceeding (except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person from future violations of,
or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.
It is expected that the Purchaser Designees may assume office at any time
following the purchase by Merger Subsidiary of a majority of the outstanding
Shares pursuant to the Offer, which purchase cannot be earlier than Friday,
August 11, 2000, and that, upon assuming office, the Purchaser Designees will
thereafter constitute at least a majority of the Board.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT, MATERIAL POSITIONS
NAME HELD DURING THE PAST 5 YEARS
---- ------------------------------------------------------
<S> <C>
Michael G. Rothman..................... Chief Executive Officer and Operating Board Member of
Age 44 Parent. Mr. Rothman co-founded Parent. Prior to founding
Parent, Mr. Rothman co-founded Industrial Cleaning
Specialists ("ICS") and he operated it from 1994 until
1998 when it merged with The CleanUp Company to create
Kenny Industrial Services, L.L.C.
Michael J. Chakos...................... Chief Financial Officer and Operating Board Member of
Age 42 Parent. Prior to joining Parent in connection with the J.
L. Manta acquisition in November 1998, Mr. Chakos served
as Chief Financial Officer of J. L. Manta.
James M. Dworkin....................... Mr. Dworkin is a partner of Saunders, Karp & Megrue, a
Age 37 private merchant bank engaged in the acquisition and
ownership of operating businesses. Before joining
Saunders, Karp & Megrue in 1998, Mr. Dworkin was a
Managing Director at BT Capital Partners, Inc., the
private equity investment arm of BT Alex Brown. Mr.
Dworkin has served on Parent's Operating Board since April
2000.
</TABLE>
The business address for Michael G. Rothman and Michael J. Chakos is c/o
Kenny Industrial Services, L.L.C., 414 N. Orleans, Suite 202, Chicago, Illinois
60610. The business address for James M. Dworkin is c/o Saunders, Karp & Megrue,
262 Harbor Drive, Stamford, Connecticut 06902.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company currently has 2,536,565 Shares outstanding. In addition 103,875
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 Mansfield, President of the Company, and Dean
Mansfield, a member of the management of one of the Company's subsidiaries, and
by others.
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
3
<PAGE>
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 July 14, 2000, 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 OF CLASS OWNED
---------------- ------------------ --------------
<S> <C> <C>
ROI Capital Management, Inc................................. 183,100(1) 7.22%
17 East Sir Francis Drake Boulevard
Suite 225
Larkspur, CA 94939
Mitchell J. Soboleski....................................... 183,100(1) 7.22%
c/o ROI Capital Management, Inc.
17 East Sir Francis Drake Boulevard
Suite 225
Larkspur, CA 94939
Mark T. Boyer............................................... 183,100(1) 7.22%
c/o ROI Capital Management, Inc.
17 East Sir Francis Drake Boulevard
Suite 225
Larkspur, CA 94939
Teddy L. Mansfield.......................................... 156,000(2) 6.15%
3251 E. Kingsfield Road
Pensacola, FL 32514
Joe C. Quick................................................ 147,516(3) 5.82%
83 Almond Avenue
Hershey, PA 17022
Ralph A. Trallo............................................. 138,321(4) 5.45%
2363 Sanibel Blvd.
St. James City, FL 33956
</TABLE>
------------------------
(1) A Schedule 13G filed with the Securities and Exchange Commission on
February 15, 2000 by ROI Capital Management, Inc. ("ROI"), Mitchell J.
Soboleski ("Soboleski") and Mark T. Boyer ("Boyer") states that ROI is
deemed to be the beneficial owner of 183,100 Shares pursuant to separate
arrangements whereby it acts as investment adviser and has certain rights
with respect to dividends and proceeds from the sale of such common stock
and Soboleski and Boyer are deemed to be the beneficial owners of such
number of Shares pursuant to their ownership interest in ROI.
(2) 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.
(3) 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).
(4) 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.
4
<PAGE>
The following table gives certain information as of July 14, 2000, 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.
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>
Marvin Davis........................... -0- -0- -0- -0- -0-
Teddy Mansfield........................ 156,000 -0- 60,000 216,000 8.31%
Michael J. Olson(1).................... 37,619 -0- 15,000 52,619 2.06%
Dale L. Ferguson....................... 19,000 30,000 -0- 49,000 1.93%
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 Officers as
a Group (6 Persons).................. 241,805 30,000 75,000 346,805 13.30%
</TABLE>
------------------------
(1) Executive officer who is not a director.
DIRECTORS OF THE COMPANY
The following table sets forth information concerning the incumbent
directors of the Company at July 14, 2000.
<TABLE>
<S> <C> <C>
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.
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...................... 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.
W. Lawrence Petcovic................... 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.
</TABLE>
5
<PAGE>
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.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors meets on a regularly scheduled basis and, during the
fiscal year ended March 31, 2000 ("fiscal 2000"), met on four occasions. During
fiscal 2000, 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 2000. 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 2000. The current members of the Audit
Committee are Marvin Davis and Thomas P. McShane.
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 once during
fiscal 2000. The current members of the Compensation Committee are Marvin Davis,
Thomas P. McShane and W. Lawrence Petcovic.
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 increased the incentive for those responsible for the
long-range success of the Company. Pursuant to the Program, each Director could
elect to take
6
<PAGE>
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 had expired.
PARTICIPATION OF CURRENT DIRECTORS IN RETIREMENT PROGRAMS
Dale Ferguson received $50,000 in fiscal year 1999 pursuant to the Company's
Founders Retirement Plan.
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)
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) Jimmie L. Huitt, Jr., an employee of McShane Group, Inc., served as
President and Chief Executive Officer of the Company 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 McShane Group, Inc.,
a financial and management consulting firm, since 1998, and prior to that
was a Director of Princeton Associates, a management consulting firm.
Ralph 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 of the Company.
7
<PAGE>
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 1998,
1999 and 2000 to or for each of the executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
FISCAL YEAR COMPENSATION 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...................... 2000 225,000 -0- 7,351 -0-
President, Chief Executive Officer 1999 185,000 48,100 134,794(2) -0-
and Director; also President and CEO 1998 185,000 115,000 47,590(3) -0-
of Cannon Sline
Teddy Mansfield...................... 2000 120,000 50,000 -0- -0-
President, Chief Executive
Officer and Director
Michael J. Olson..................... 2000 130,000 -0- 5,926 -0-
Vice President, Secretary/Treasurer 1999 105,000 27,300 37,819(2) -0-
and Chief Financial Officer 1998 105,000 85,000 7,820(3) -0-
</TABLE>
------------------------
(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.
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 ($) SHARES ACQUIRED VALUE AT FY END (#)
NAME EXERCISABLE/UNEXERCISABLE(1) ON EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE
---- ---------------------------- --------------- ------------ -------------------------
<S> <C> <C> <C> <C>
Ralph A. Trallo........... -0-/-0- -0- -0- 95,000(2)
Michael J. Olson.......... -0-/-0- -0- -0- 65,000(3)
</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 25,000 shares under the Company's Stock Option
Programs and the Director's Stock Option Program and 70,000 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 50,000 shares under the Company's Stock Appreciation Plan.
8
<PAGE>
During fiscal year 2000, the Company paid approximately $175,000 in fees and
expenses to McShane Group, Inc., a consulting firm of which Thomas P. McShane, a
director of the Company, is a principal.
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 Marvin Davis, Thomas P. McShane and W. Lawrence Petcovic. All
of the members of the Compensation Committee are non-employee "outside"
directors. 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 2000 is set forth
below.
The Committee formulated the 2000 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 2000 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.
(1) Base salaries for fiscal year 2000 were increased 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 2000 was
increased from $185,000 to $225,000 for Mr. Trallo and from $105,000 to
$130,000 for Mr. Olson. These base salaries were established in fiscal year
2000 and are applicable through fiscal year 2002.
(2) Short Term Incentive pay available to be earned for fiscal year 2000 was
linked directly to earnings per share. Messrs. Trallo and Olson received no
short term incentives in fiscal year 2000.
(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
Marvin Davis
Thomas P. McShane
W. Lawrence Petcovic
COMPLIANCE WITH SECTION 16(a)
For fiscal year 2000, 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
9
<PAGE>
"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>
2000 1999
------------------------- --------------------
QUARTER ENDED HIGH LOW HIGH LOW
------------- --------- ------------- -------- ---------
<S> <C> <C> <C> <C>
June 30.......................................... 3 1/2 3 1/2 3 3/4 2 1/2
September 30..................................... 3 1/2 1 3 1/4 1 3/4
December 31...................................... 1 7/16 11/16 3 1/2 1 1/2
March 31......................................... 1 65/128 2 1/4 1 1/2
</TABLE>
<TABLE>
<CAPTION>
2001
-------------------
HIGH LOW
-------- --------
<S> <C> <C>
June 30.................................................... 122/128 50/128
</TABLE>
On July 13, 2000, the last reported closing sales price of the Shares in the
over the counter market was $0.80 per Share.
10
<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 2000, 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,
---------------------------------------------------------------
1995 1996 1997 1998 1999 2000
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Canisco Resources, Inc................................ 100 133.33 140.00 136.67 120.00 26.67
SIC Code Index........................................ 100 118.20 65.29 71.83 42.77 62.60
NASDAQ Market Index................................... 100 134.51 150.48 297.18 297.18 547.25
</TABLE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31
<S> <C> <C> <C> <C> <C> <C>
1995 1996 1997 1998 1999 2000
CANISCO RESOURCES, INC. 100.00 133.33 140.00 136.67 120.00 26.67
SIC CODE INDEX 100.00 118.20 65.29 71.83 42.77 62.60
NASDAQ MARKET INDEX 100.00 134.51 150.48 297.18 297.18 547.25
</TABLE>
11
