SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
[ x ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
San Diego Bancorp
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(Name of Registrant As Specified In Charter)
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SAN DIEGO BANCORP.
3335 South 900 East
Suite 230
Salt Lake City, Utah 84106
NOTICE AND INFORMATION STATEMENT
This information statement is being furnished by San Diego Bancorp., a
California corporation (the "Company"), to the holders of the Company's common
stock, no par value (the "Bancorp Common Stock"), in connection with the
adoption of a change of the name of the Company to Applied Earth Technologies,
Inc. (the "Name Change").
The Company's board of directors unanimously recommended the Name Change
for the Company and on May 9, 1996, nine (9) stockholders of the Company holding
7,469,371 shares, constituting 58.8% of the issued and outstanding shares
entitled to vote on the adoption of the Name Change, have executed a written
consent to such Name Change in accordance with Section 603 of the California
Corporations Code.
Pursuant to the requirements of law, the Name Change shall be effective as
of , 1996.
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After , 1996, each shareholder may have his certificate(s)
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exchanged for those bearing the name of Applied Earth Technologies, Inc. by
delivering the old certificates to Interwest Transfer Co., P. O. Box 17136, Salt
Lake City, Utah 84117. The Company shall bear the cost of the exchange of the
certificates, so long as the shareholder does not request a transfer to another
person or entity or the issuance of additional certificates.
This information statement is first being provided to shareholders of
record on or about August , 1996.
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
July 20, 1996
DISCUSSION OF NAME CHANGE AND
GENERAL COMPANY MATTERS
San Diego Bancorp, a California corporation (the "Company"), was
incorporated in May of 1979. The Company began business as an industrial loan
company and operated through its subsidiary El Camino Thrift and Loan
Association in and around San Diego, California. In 1986, after suffering
substantial losses in the loan business, the Company ceased operations,
liquidated its assets, which consisted of those assets held by El Camino Thrift
and Loan Association and paid the remaining liabilities.
The Company had no operations until June 1993 when current management of
the Company, after investigation into the pesticide industry, decided to acquire
Enviro-Guard Corporation, a Utah corporation ("Enviro-Guard"). Enviro-Guard,
through various subsidiaries, had obtained Environmental Protection Agency
("EPA") approval on several insecticide products and labels. The insecticides
developed by Enviro-Guard are unique in that they are organically based and non
intrusive to the environment.
Through the acquisition of Enviro-Guard, the Company can now produce a line
of environmentally friendly insecticides and plant care products. The Company
believes the emphasis on environmentally friendly products will be particularly
advantageous in the future and will provide the Company a unique market niche.
The Company's products utilize biological, natural killing agents. Whereas,
conventional synthesized chemical insecticides contain hazardous chemicals.
While conventional synthesized chemical insecticides can contaminate the soil,
ground water, rivers and lakes for years, the Company's products have proved to
leave the environment unharmed.
One of the problems that the Company has is a lack of identity. Most
states will not even allow the management to register the name San Diego Bancorp
because the Company is not in the banking business. Management feels one of the
first steps the Company must take is to establish an appropriate identity.
The Company has had a shortage of working capital during much of its
existence, which is likely to continue unless the Company increases
substantially its sales revenue or obtains additional working capital through
equity sources.
Because of the lack of funds, the Company has been unable to complete its
audits and file its periodic reports in a timely manner. Until recently, the
Company owed annual and quarterly reports from a period commencing December 31,
1994, to the present. The Company filed its 1994 Form 10-KSB on July 17, 1996.
All of the delinquent reports should be filed by August 23, 1996. If you wish
to receive copies of the reports, please notify the Company and they will be
sent to you. Set forth below is some information about the Company which will
be set forth in more detail with the appropriate financial information at such
time as the Company can file its periodic reports.
Products
The cost and time associated with EPA approval delayed Enviro-Guard's entry
into the market place until the latter part of 1993. As such, Enviro-Guard has
yet to receive wide spread acceptance of its product; however, test marketing
has shown positive signs. Through Enviro-Guard, the Company has obtained a
variety of proprietary, environmentally friendly, non-toxic insecticides for
various areas of use and effective on a multitude of insects and plants under
the tradenames ResultsTM and DiatectTM. The active ingredients used in the
products are diatomaceous earth, pyrethrin, and piperonyl butoxide.
Additionally, the Company manufactures, distributes, and sells a line of animal-
actuated insecticide applicators under the tradename of Dr. ScratchTM.
Diatomaceous earth ("DE") is an organic material mined from fossilized
shell remains of diatoms. The Company's products require an extremely fine
grade of freshwater diatom containing few impurities. One of the numerous uses
for DE is as a natural insecticide, since it causes severe mechanical cutting
damage to insects akin to the damage of ground glass swallowed by humans. Once
the covering of an insect's shell is cut, DE absorbs bodily fluids of the
insect, causing dehydration and death. Moreover, the DE causes extensive trauma
to insects, both internally and externally. In order to not reduce or nullify
its effectiveness as an insecticide, DE has to be free of significant
impurities. DE by itself can be used as an insecticide, but is generally slow
to reduce insect populations and thus has limited effectiveness, especially
against fast-breeding insects. For this reason, Enviro-Guard's products combine
DE with pyrethrin.
Pyrethrins are oily liquid esters derived from the pyrethrum flower, the
"African Daisy." Although this extract is toxic to insects and cold-blooded
animals, and it apparently does not affect warm-blooded life. Enviro-Guard also
uses piperonyl butoxide ("PBO") as a synergist. PBO is an extract originally
discovered in a variety of sassafras and which has been synthesized to produce
greater quantities.
Enviro-Guard combines DE, pyrethrin, and PBO by using surfactants to insure
a good mix and greatly increase effectiveness and persistence. The combination
of DE, pyrethrin, and PBO results in a compound much more effective than each
ingredient individually. When using the three ingredients together, the DE
breaks down the chitin, allowing the pyrethrin to act on the insects' nerve
cells directly while PBO enhances the action of the fast knockdown provided by
the pyrethrin. The pyrethrin does not evaporate as quickly and is released for
hours rather than minutes. PBO enhances pyrethrin by as much as ten times.
Without it, the cost of additional pyrethrin would make the cost of the product
prohibitive.
The Company's products consist of:
Diatect D-20 Insecticide, EPA Registration No. 42850-1, Indoor Insecticide.
Control roaches, fleas, ants, silverfish, crickets, bedbugs, box elder bugs, and
other insects. Use under sinks, behind furniture, in air vents, under tile,
stairwells, and basements.
Diatect Multi-Purpose Insecticide, EPA Registration No. 42850-2.
Distributed in the agriculture market, the largest end-user market for
insecticides, commercial, industrial, and government markets as Diatect Multi-
Purpose Insecticide. This insecticide is approved by the EPA for use in a wide
variety of areas, e.g., edible growing crops, animal quarters, livestock,
ornamentals, etc., under the least hazardous classification and is effective on
a wide variety of insects. The insecticide can be applied as a dust or sprayed
in solution with water and can be used on crops and fruits up to and including
the day of harvest.
Distributed in the retail market for use in the home and garden markets
under the trade name ResultsTM under the following retail labels:
Results Ant and Insect. Controls ants, aphids, caterpillars,
leafhoppers, lice, mites, mosquitoes, ticks, and other insects.
Results Tomato and Garden. Protects garden plants from many varieties
of worms, beetles, leafhoppers, stink bugs, squash vine borers, and other
insects.
Results Rose and Floral. Protects Azaleas, Begonias, African Violets,
Chrysanthemums, Dogwood, Elm, Roses, Tulips, and many other plants.
Destroy insects such as mealybugs, fruit flies, white flies, and
caterpillars that ruin the beauty of garden flowers and plants.
Results Fire Ant Insecticide. Applying the insecticide directly to
the fire ant mounds provides quick, effective control in eliminating these
aggressive, dangerous pests. Each year, 10,000 Americans seek hospital
treatment for venomous fire ant stings and two of those people die. Unlike
bees, fire ants can sting repeatedly and have a very aggressive behavior.
The Company believes, Diatect and Results are far more effective than major
competitive products, which are synthetic chemicals.
Diatect Pet Powder, EPA Registration No. 42850-3. To be marketed on a
retail basis under the tradename "Results."
Results Pet Powder. Protects dogs, cats, and other pets against fleas,
ticks, and lice infestation. Can be applied directly on pets and on their
sleeping areas without the fear of using potentially harmful chemicals.
Dr. ScratchTM is a line of animal-actuated insecticide applicators, which
is marketed to livestock growers. Other dusters are available which apply dust
to animals' hair but lack features that massage ultra-fine dust through the hair
onto the skin. Those features are unique to Dr. ScratchTM dusters.
MANAGEMENT OF THE COMPANY
The following table sets forth the name, age, and position of each
executive officer and director and the term of office of each director of the
Company.
<TABLE>
<CAPTION>
Director and/or
Name Age Position Officer Since
<S> <C> <C> <C>
Ross S. Wolfley 44 President, Chief Executive Officer, October 1995
and Director
Elwynn S. Hewlett 56 Executive Vice-President and February 1995
Chairman of the Board of Directors
Dale H. Christiansen 42 Chief Financial Officer and Director October 1993
George H. Henderson 67 Director February 1995
John L. Runft 58 Director February 1995
Dennis P. Nielsen 56 Secretary and Director August 1995
Michael P. McQuade 39 Director February 1995
Robert B. Crouch 70 Director October 1993
</TABLE>
Each director of the Company serves for a term of one year and until his or
her successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his or her successor is elected at the annual meeting of the board of
directors and is qualified. Messrs. Wolfley and Hewlett have three (3) year
employment agreements with the Company. Set forth below is certain biographical
information regarding each of the Company's executive officers and directors.
Ross Wolfley, was the Director of PC Marketing for WordPerfect Corporation
from September 1986 to April 1993. In his capacity as Director of PC Marketing,
Mr. Wolfley was responsible for the release of the WordPerfect 5.1, the most
widely used word processor in the world. While in charge of channel marketing
and distribution for WordPerfect, he was responsible for establishing and
maintaining relationships with the major U.S./Canadian distributors and
resellers authorized to carry the WordPerfect products. During that time, more
than 56% ($200+ million) of WordPerfect Corporation's domestic sales was through
these channels
Elwynn S. Hewlett, Jr., was, prior to the acquisition of EGC by the
Company, the president of EGC. Prior to that time, from 1987 to 1989, he was
president of Asia America Corporation, a manufacturer and distributor of
products manufactured in the Far East.
Dale H. Christiansen, was prior to the acquisition of Enviro-Guard
Corporation ("EGC") by the Company, employed as EGC's Chief Financial Officer.
From 1990 to 1993, Mr. Christiansen was self-employed as a financial management
consultant. From 1988 to 1990, Mr. Christiansen was a consultant and then chief
financial officer for Security Marketing Group, Oxnard, California. From 1986
to 1988, he served as chief financial officer for J.D. Power & Associates,
Agoura Hills, California. Prior to that Mr. Christiansen has served in
financial planning positions with both Nissan Motor Corporation, Garden,
California, and Chrysler Corporation, Highland Park, Michigan. Mr. Christiansen
received a BS in Business Management from Brigham Young University, Provo, Utah
in 1975; and a MBA from J.L. Kellogg Graduate School of Management, Northwestern
University, Evanston, Illinois in 1977.
George H. Henderson, was employed as Senior International Trade Specialist
by the State of Idaho from 1990 to 1996. From 1985 to 1987, Mr. Henderson
served as the Mine and Plant Manager in connection with a joint venture of
Occidental Petroleum and the government of the People's Republic of China.
While serving in this capacity, Mr. Henderson was in charge of the development
and then successfully putting into operation the world's largest open pit coal
mine and its accompanying preparation plant facility.
John L. Runft, is an Attorney at Law currently serving as President and a
Director of Karlinmar Corporation and Karlinmar Capital Corporation. Mr. Runft
is also serving as a Civilian Aide to the Secretary of the Army of the United
States and has been since his appointment in 1988. He is also a Member and
Director of the Idaho Community Foundation.
Dennis P. Nielsen has had much experience in the management and marketing
arena. From 1989 through 1992, Mr. Nielsen was the Owner/Dealer of eleven new
car franchises, including: Ford, Mercury, Chrysler, Plymouth, Dodge, Dodge
Trucks, Jeep/Eagle, Pontiac, Cadillac, Buick, and GMC Trucks. From 1992 to the
present, Mr. Nielsen has been a self-employed consultant and Director of Dixie
National Life Insurance Company, Jackson, Mississippi; President/Director
Knights Bridge Holding Corp., Salt Lake City, Utah; Chairman/Director ICN
Networks, Inc., Hawaii; President/Director Consulting Services, Inc., Salt Lake
City, Utah.
Michael P. McQuade has had his own private dental practice in Richmond,
Virginia since 1987. He is also currently the President of Courthouse Road
Landowners Association in Richmond, Virginia, and is currently in the process of
developing 22 acres in the Richmond area.
Robert B. Crouch has since 1991 been an officer and director of Enviro-
Guard Corporation. Prior to that time, from 1988 to 1991, he served as an
officer and director of Asia American Enterprises, Inc., Salt Lake City, Utah.
Mr. Crouch has been a member of the District of Columbia, Ohio, and California
Bar Associations. He has been in private practice and worked for legal firms,
businesses, and the U.S. Patent Office providing patent advice and performing
patent examination. Mr. Crouch received a B.S. in Civil Engineering, University
of Idaho, Moscow, Idaho in 1949, and an L.L.B. from George Washington
University, Washington, DC in 1953.
