<PAGE> 1
July 20, 1998
Dear Stockholders:
You are cordially invited to attend in person the Annual Meeting of
Stockholders on Thursday, August 20, 1998 at the Omni Houston Hotel in Houston,
Texas.
At this year's Annual Meeting, you are being asked to (i) vote for the
election as Directors of the four individuals nominated by the Company's Board
of Directors, and (ii) ratify the Board of Directors' appointment of KPMG Peat
Marwick as the Company's auditors for the current year.
Delaware law requires that the Directors of the Company be elected by
the stockholders. Your vote on this matter is important.
Each nominee as a Director currently serves as a Director of the
Company. The Board of Directors and I believe that retention of each member of
the current Board of Directors, and ratification of the appointment of the
Company's auditors, are in the best interests of the Company and its
stockholders. Please sign and return the enclosed proxy card in the enclosed
postage-prepaid envelope so that your shares may be voted at the Annual Meeting
in the event you are unable to attend the Meeting in person. You may, of course,
vote in person at the Meeting, whether or not you submitted a proxy.
The Board of Directors recommends that you vote FOR each of the
individuals nominated for election as a Director; and FOR ratification of the
appointment of the Company's auditors.
Very truly yours,
David A. Collins
President and Chief Executive Officer
<PAGE> 2
STRIKER INDUSTRIES, INC.
ONE RIVERWAY, SUITE 2450
HOUSTON, TEXAS 77056
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 20, 1998
--------------------------
Notice is hereby given that the annual meeting (the "Annual Meeting") of
the stockholders of Striker Industries, Inc., a Delaware corporation (the
"Company"), will be held at the Omni Houston Hotel, Four Riverway, Houston,
Texas on Thursday, August 20, 1998 at 10:00 a.m., Houston time, for the
following purposes:
1. To elect four Directors of the Company.
2. To act upon ratification of the appointment by the Board of Directors
of KPMG Peat Marwick, LLP as auditors of the Company for the ensuing year.
3. To address any other business that may properly come before the
Annual Meeting.
A record of the stockholders has been taken as of the close of business
on July 15, 1998, and only those stockholders of record on that date will be
entitled to notice of and to vote at the Annual Meeting. A list of stockholders
will be available commencing August 7, 1998, and may be inspected prior to the
Annual Meeting during normal business hours at the offices of the Company at One
Riverway, Suite 2450, Houston, Texas 77056.
Your participation in the Company's affairs is important. To ensure your
representation, if you do not expect to be present at the Annual Meeting, please
sign and date the enclosed proxy card and return it promptly in the enclosed
postage-prepaid envelope which has been provided for your convenience. The
prompt return of proxy cards will ensure a quorum and save the Company the
expense of further solicitation.
By Order of the Board of Directors.
Matthew D. Pond
Chief Financial Officer and Secretary
<PAGE> 3
STRIKER INDUSTRIES, INC.
One Riverway, Suite 2450
Houston Texas 77056
PROXY STATEMENT
REGARDING
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
August 20, 1998
-------------------------------
This Proxy Statement is being mailed to stockholders commencing on or
about July 20, 1998, in connection with the solicitation by the Board of
Directors (the "Board") of Striker Industries, Inc., a Delaware corporation (the
"Company"), of proxies to be voted at the Annual Meeting (the "Annual Meeting")
of stockholders to be held in Houston, Texas on Thursday, August 20, 1998 (the
"Annual Meeting Date"), and upon any adjournment thereof, for the purposes set
forth in the accompanying notice. Proxies will be voted in accordance with the
directions specified thereon and otherwise in accordance with the judgment of
the persons designated therein as the appointed holders of the proxies. Proxies
marked as abstaining on any matter to be acted on by the stockholders will be
treated as present at the Annual Meeting for the purpose of determining a
quorum, but will not be counted as votes cast on the matter. Any proxy on which
no direction is specified will be voted : (i) FOR each of the nominees for
Director named herein, (ii) FOR ratification of the appointment of KPMG Peat
Marwick, LLP as auditors of the Company for the ensuing year, and otherwise in
accordance with the judgment of the appointed holders of the proxies. A
stockholder may revoke a proxy by: (i) delivering to the Company written notice
of revocation, (ii) delivering to the Company a proxy signed on a later date, or
(iii) appearing at the Annual Meeting and voting in person.
July 20, 1998
<PAGE> 4
TABLE ON CONTENTS
-------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
OUTSTANDING VOTING SECURITIES 3
ELECTION OF DIRECTORS 3
Information Regarding the Nominees 3
Activity, Structure and Compensation of the Board of Directors
and Certain Committees 5
Vote Required for Election 5
RATIFICATION OF APPOINTMENT OF AUDITORS 6
REPORT ON EXECUTIVE COMPENSATION 6
Summary of Compensation 6
Option Grants 7
Aggregate Option Exercises 7
Employment Agreements 8
Performance Graph 8
Board of Directors Compensation Report 9
OTHER INFORMATION 10
Principal Stockholders 10
Executive Officers 10
Board of Director Interlocks 11
Compliance With Section 16(a) of the Exchange Act 11
ANNUAL REPORT TO STOCKHOLDERS 11
MISCELLANEOUS MATTERS 11
</TABLE>
2
<PAGE> 5
OUTSTANDING VOTING SECURITIES
As of July 15, 1998, the record date (the "Record Date") for the
determination of stockholders entitled to vote at the Annual Meeting, there were
issued, outstanding and entitled to vote 4,370,922 shares of the Company's
Common Stock (the "Common Stock"). The Delaware General Corporation Law, the
Company's Certificate of Incorporation and the Company's Bylaws prescribe that
each share of Common Stock entitles the holder to one vote.
ELECTION OF DIRECTORS
At the Annual Meeting, four Directors are to be elected, each Director
to hold office until the next annual meeting of stockholders and until his
respective successor is elected and qualified. The persons named in the
accompanying proxy card (the "Nominees") have been nominated by the Board of
Directors, except as otherwise indicated, and unless authority is withheld, the
persons appointed as proxies in the accompanying proxy intend to vote for the
Nominees for election to the Board of Directors. If any Nominee should become
unavailable for election, the persons named as proxies in the accompanying proxy
card will vote the shares represented thereby for the election of such other
person as the Board of Directors may recommend, unless the Board reduces the
number of Directors; however, the Board of Directors is not aware of any
circumstances likely to render any Nominee unavailable.
INFORMATION REGARDING THE NOMINEES
Certain information regarding each of the Nominees as of March 31, 1998
is set forth in the following table:
<TABLE>
<CAPTION>
Beneficial Ownership
of Common Stock (1)
-------------------------
Amount and
Director Nature of Percent
Name Position Held Age Since Ownership of Class
---- ------------- --- -------- ---------- --------
<S> <C> <C> <C> <C> <C>
David A. Collins Chairman of the 45 1993 911,448(2) 18.6%
Board, President Direct
and Chief Executive
Officer; Director
Dr. William B. Director 55 1993 0 0%
Locander
Matthew D. Pond Chief Financial Officer, 34 1993 240,000(3) 4.9%
Secretary and
Treasurer; Director
Thomas H. Clarke Director 61 1998 0 0%
All Nominees as a group (2) (3) 1,151,448 23.5%
</TABLE>
3
<PAGE> 6
- -------------------------------
(1) Each person has sole voting and investment power with respect to the
shares, except as otherwise specified, and is a United States citizen. The
address of each of Messrs. Collins and Pond is One Riverway, Suite 2450,
Houston, Texas 77056. The address of Mr. Locander is 6303 MacLaurin Drive,
Tampa, Florida 33647. The address of Mr. Clarke is 57 Hillcrest Drive,
Weaverville, North Carolina 28787.
(2) Includes 300,000 shares that may be acquired upon the exercise of vested
exercisable options.
(3) Includes 230,000 shares that may be acquired upon the exercise of vested
exercisable options.
DAVID A. COLLINS has served as President and Chief Executive Officer of
the Company from January 1993 to the present. He also serves as an officer
and/or director of each of the Company's direct or indirectly-owned U.S. and
Canadian subsidiary corporations, namely Striker Holdings, Inc. and its
wholly-owned subsidiary, Striker Paper Corporation, January 1991 to the present;
Striker Paper Canada, Inc., December 1994 to the present; West Oxford
Industries, Inc., January 1995 to the present; STDF Corp., April 1997 to the
present, and Striker Holdings (Canada), Inc., March 1998 to the present. Mr.
Collins also served as President, principal and managing director of Serfin
Securities, Inc. (formerly "OBSA International, Inc."), a broker-dealer
subsidiary of Grupo Financero Serfin, S.A. de C.V., the Mexican holding company
of Operadora de Bolsa, S.A. de C.V., a publicly-traded Mexican broker-dealer,
January 1988 to June 1992.
DR. WILLIAM B. LOCANDER has been Chairman and Frank Harvey Professor of
Marketing and Quality in the Department of Marketing of the University of South
Florida from 1992 to the present and has served as Distinguished Professor of
Marketing and Phillips Consumer Electronics Faculty Scholar in the Department of
Marketing and Transportation at the University of Tennessee at Knoxville, from
1983 to 1992. Dr. Locander has served as a member of the Board of Examiners for
the Malcolm Baldridge National Quality Award, 1991 and 1992; Chairman of the
American Marketing Association Strategic Planning Committee, 1989 to 1990; and
President of the American Marketing Association, 1988 to 1989.
MATTHEW D. POND serves as the Chief Financial Officer, Secretary and
Treasurer of the Company, a position he has held from December 1993 to the
present. Mr. Pond served only as Chief Financial Officer of the Company from
September to December 1993. Mr. Pond also serves as a director and the Chief
Financial Officer of Striker Holdings, Inc. and its wholly-owned subsidiary,
Striker Paper Corporation, December 1993 to the present and as an officer of
each of the Company's remaining U.S. and Canadian
4
<PAGE> 7
subsidiary corporations, namely Striker Paper Canada, Inc., December 1994 to the
present; West Oxford Industries, Inc., February 1996 to the present; STDF Corp.,
April 1997 to the present, and Striker Holdings (Canada), Inc., March 1998 to
the present. Mr. Pond was a certified public accountant with Arthur Andersen &
Co. in its Dallas and Houston, Texas offices from September 1986 through August
1993.
THOMAS H. CLARKE is a retired roofing industry executive. Mr. Clarke
was employed by Globe Building Materials, Inc. from January 1986 until his
retirement in December 1995 and served as President of Globe Building Materials,
Inc. from 1989 until the time of his retirement. During 1989 and until December
1995, Mr. Clarke also served as a director and member of the Executive Committee
of the Asphalt Roofing Manufacturing Association.
ACTIVITY, STRUCTURE AND COMPENSATION OF THE BOARD OF DIRECTORS AND CERTAIN
COMMITTEES
The Company's operations are managed under the broad supervision of the
Board of Directors, which has responsibility for the establishment and
implementation of the Company's general operating philosophy, objectives, goals
and policies. Due to the small size of the Board of Directors, its members are
able to communicate and make decisions efficiently without formal meetings.
Accordingly, during 1997, the Board of Directors held no formal meetings and all
Board action was taken by unanimous written consent and telephonic
communication. At the present time, Directors do not receive compensation for
service on the Board of Directors; however, the Company has become increasingly
aware that for the Company to retain and attract qualified non-employee
individuals to serve as a Director(s), it is important that the Company develop
a compensation program for non-employee Directors. No such program or plan
(which could or may include payment to non-employee Directors of annual or
monthly cash retainers or fees, cash payments for chairing and/or serving on
Committees of the Board and/or for attendance [either in person or by means of a
written consent or telephonic communication] at Board and/or Committee meetings,
the grant of stock options in lieu of cash payments, and reimbursement of all
out-of-pocket expenses incurred in connection with any or all of the foregoing)
has been finalized or implemented as of the date of this Proxy Statement.
Employee Directors are eligible presently to participate in the Company's 1994
Amended and Restated Incentive Stock Plan (the "Stock Plan"). See "Report on
Executive Compensation".
Effective February 19, 1998, the Company established an Audit Committee
of the Board of Directors which, at present, is the only standing committee of
the Board. The members of the Audit Committee are Messrs. Locander and Clarke,
the Company's two outside Directors, each of whom is an independent Director.
Since the Audit Committee was not established until February 1998, it held no
meetings in 1997. The functions of the Audit Committee are to (i) make
recommendations to the full Board regarding the engagement and discharge of the
Company's independent accountants, (ii) consider the fees to be paid to, the
services to be performed by, and matters relating to the independence of, such
accountants, (iii) review with such accountants the plan for, and the results
of, the annual audit of the Company, and (iv) review the adequacy of the
Company's internal accounting controls.
VOTE REQUIRED FOR ELECTION
The four Nominees for election as Directors at the Annual Meeting who
receive the greatest number of votes cast by the holders of Common Stock present
at the Annual Meeting in person or represented thereat by proxy and entitled to
vote thereat shall be the duly elected Directors.
5
<PAGE> 8
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION
OF ALL FOUR NOMINEES TO THE BOARD OF DIRECTORS.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of KPMG Peat Marwick,
LLP, independent accountants, to be the Company's auditors for the year 1998
and recommends to stockholders that they vote for ratification of that
appointment. KPMG Peat Marwick has served as auditors of the Company since
December 1, 1995. The decision of the Board is based on the recommendation of
the Audit Committee, which reviews and approves in advance the audit scope,
types of other accounting services required and the estimated fees for the
coming year. In making its recommendation to the Board, the Audit Committee
carefully considers the firm's qualifications as auditors for the Company,
including a review of the firm's performance in prior years, as well as its
reputation for integrity and competence in the fields of accounting and
auditing. The committee has expressed its satisfaction with KPMG Peat Marwick,
LLP in all of these respects. A representative of the firm will be present at
the Annual Meeting and will have an opportunity to make a statement and be
available to respond to appropriate questions.
The vote required to constitute stockholder action ratifying the
appointment of the Company's auditors under the Delaware General Corporation Law
is the favorable vote of a majority of shares present in person or represented
by proxy and entitled to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF
APPOINTMENT OF THE AUDITORS.
REPORT ON EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued during fiscal years ended December 31, 1997, 1996
and 1995 to the Company's Chief Executive Officer and its Chief Financial
Officer.
6
<PAGE> 9
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------------------- ---------------------
Restricted Securities
Other Annual Stock Under
Name and Position Year Salary Bonus(1) Compensation Awards Options
- ----------------- ---- ------ -------- ------------ ---------------------
<S> <C> <C> <C> <C> <C> <C>
David A. Collins 1997 $225,000 $188,000 0 0 0
President, Chief 1996 419,000 31,000 0 0 0
Executive Officer 1995 139,583 0 0 0 0
Matthew D. Pond 1997 $135,000 $215,000 0 0 0
Chief Financial 1996 240,000 0 0 0 0
Officer 1995 64,583 0 0 0 0
</TABLE>
- ---------------------------------
(1) The bonuses to the Chief Executive Officer and the Chief Financial Officer
reflected in the above table represent advances made to each officer for
anticipated expenses and various other costs, originally booked as an
employee receivable, but which was forgiven and/or fully reserved against
by the Company at year-end of each of fiscal years ended December 31, 1997
and 1996.
OPTION GRANTS
No options and no stock appreciation rights were granted to the Chief
Executive Officer or to the Chief Financial Officer during the fiscal year ended
December 31, 1997.
AGGREGATE OPTION EXERCISES
No options were exercised during the fiscal year ended December 31, 1997
by the Chief Executive Officer or the Chief Financial Officer. The following
table provides information with respect to the fiscal year-end value of
unexercised non-qualified stock options held by each of said officers under the
Company's Stock Plan.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options at In-the-Money Options
December 31, 1997 at December 31, 1997(1)
------------------------- -------------------------
Shares Not Not
Acquired on Value Currently Currently Currently Currently
Name Exercise Realized Exercisable Exercisable Exercisable Exercisable
- ---- -------- -------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
David A.
Collins 0 0 300,000(2) 0 $3,375,000 0
Matthew D.
Pond 0 0 158,000(2) 72,000(2) $1,777,500 $810,000
</TABLE>
- ----------------------------
(1) Calculated by multiplying the number of shares underlying outstanding
in-the-money options by the difference between the fair market value of
the Common Stock on December 31, 1997 ($13.75 per share), calculated with
reference to the closing price of the Company's Common Stock on the NASDAQ
SmallCap Market on that date, and the exercise price, which is $2.50 per
share, adjusted for the June 26, 1997 reverse stock split. Options are
in-the-money if the fair market value of the underlying Common Stock
exceeds the exercise price of the option shares.
7
<PAGE> 10
(2) Adjusted to reflect the 1-for-2.5 reverse stock split of the Common Stock
of the Company on June 26, 1997.
EMPLOYMENT AGREEMENTS
There are no employment agreements between the Company and any of its
Executive Officers.
PERFORMANCE GRAPH
Prior to the second quarter of 1994, the public market for shares of the
Company's Common Stock had been inactive since the beginning of the third
quarter of 1991. On June 9, 1994, shares of Common Stock of the Company were
listed for trading on the Boston Stock Exchange, but were voluntarily withdrawn
from listing on that Exchange effective on or about June 17, 1998. On April 17
1995, shares of Common Stock of the Company were also listed for trading on the
NASDAQ SmallCap Market, where its shares currently continue to be listed for
trading. The following is a line graph comparison of the cumulative total return
for the Company, the Industry Index chosen (MG Industry Group 381-Paper
Products) and the Broad Market Index chosen (NASDAQ Market) for the time period
for which quotes are available:
[GRAPH]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
6/94 12/94 12/95 12/96 12/97
<S> <C> <C> <C> <C> <C>
Company Common Stock $100 $102 $108 $111 $102
Industry Index $100 $110 $136 $157 $166
Broad Index $100 $101 $131 $163 $200
</TABLE>
8
<PAGE> 11
The above graph compares the cumulative total return for Common Stock of the
Company with the comparable cumulative return of two indexes, for the period
from reinception of trading of Common Stock of the Company in the second
quarter of 1994 through December 31, 1997. The graph assumes $100 invested on
June 9, 1994 in the Company's Common Stock, and $100 invested in each of the two
indexes on December 31 of each of calendar years 1994 through 1997.
BOARD OF DIRECTORS COMPENSATION REPORT
The Company's executive compensation consists of the following elements:
base compensation, cash bonus and the Stock Plan. Executive base compensation
for senior executives (including the Chief Executive Officer and the Chief
Financial Officer) is intended to be competitive with that paid in comparably
situated industries and to provide a reasonable degree of financial security and
flexibility to those individuals whom the Board of Directors regards as
adequately performing the duties associated with the various senior executive
positions. In furtherance of this objective, the Board of Directors
periodically, though not necessarily annually, reviews the salary levels of
companies that are regarded by the Board of Directors as having sufficiently
similar financial and operational characteristics to provide a reasonable basis
for comparison. Although the Board of Directors does not attempt specifically to
tie executive base pay to that offered by any particular sampling of companies,
the review provides a useful gauge in administering the Company's base
compensation policy. In general, however, the Board of Directors considers the
credentials, length of service, experience and consistent performance of each
individual senior executive when setting compensation levels.
The Revenue Reconciliation Act of 1993 restricts the ability of a
publicly held corporation to deduct compensation in excess of $1,000,000 paid to
its chief executive officer and its four most highly compensated officers. Based
on its current compensation structure, the Company does not anticipate that any
of its officers will reach the $1,000,000 threshold.
The Stock Plan is intended to provide key employees, including the Chief
Executive Officer and the Chief Financial Officer of the Company and its
subsidiaries, with a continuing proprietary interest in the Company, with a view
to increasing the interest in the Company's welfare of those personnel who share
the primary responsibility for the management and growth of the Company.
Moreover, the Stock Plan provides a significant non-cash form of compensation,
which is intended to benefit the Company by enabling it to continue to attract
and retain qualified personnel.
9
<PAGE> 12
The Board of Directors is also authorized to make incentive equity
awards (the "Incentive Awards") under the Stock Plan to key employees, including
officers (whether or not they are also Directors) of the Company and its
subsidiaries.
No stock options, stock appreciation rights or other Incentive Awards
were granted by the Company to any of its employees during the fiscal year ended
December 31, 1997.
OTHER INFORMATION
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock at March 31, 1998 by (i) each
person who is known by the Company to own beneficially more than five percent of
the outstanding shares of Common Stock , (ii) each of the executive officers
named in the Summary Compensation Table (see "Summary of Compensation"), and
(iii) all Directors and executive officers as a group:
<TABLE>
<CAPTION>
Beneficial Ownership
of Common Stock
--------------------------------------
Amount and Nature Percent of
of Ownership Class
Name and Address of Beneficial Owner (1)
- ----------------------------------------
<S> <C> <C>
David A. Collins 911,448(2)(3) 18.6%
Northern Globe Building Materials, Inc. 538,316(2) 12.3%
Matthew D. Pond 240,000(2)(4) 4.9%
All Named Executive Officers and Directors
as a Group 1,151,448(5) 23.5%
</TABLE>
- ---------------------------------------
(1) The address of each of Messrs. Collins and Pond is One Riverway, Suite
2450, Houston, Texas 77056. The address of Northern Globe Building
Materials is 22 Sydenham Street, Brantford, Ontario, Canada N3T 5S1.
(2) Represents direct ownership of each stockholder.
(3) Includes 300,000 shares that may be acquired upon the exercise of vested
exercisable options.
(4) Includes 230,000 shares that may be acquired upon the exercise of vested
exercisable options.
(5) Includes 530,000 shares that may be acquired upon the exercise of vested
exercisable options.
10
<PAGE> 13
EXECUTIVE OFFICERS
The executive officers of the Company serve at the pleasure of the Board
of Directors and serve until removed or fail to be reelected by the Board of
Directors. The Company's executive officers are listed in the following table.
Biographical information with respect to each executive officer appears
elsewhere in this Proxy Statement. See "Election of Directors - Information
Regarding the Nominees".
<TABLE>
<CAPTION>
Name Age Position Held
<S> <C> <C>
David A. Collins 45 President and Chief
Executive Officer
Matthew D. Pond 34 Chief Financial Officer
Secretary and Treasurer
</TABLE>
BOARD OF DIRECTOR INTERLOCKS
Two of the Directors and the executive officers of the Company also
serve as an officer and/or director of each of the Company's direct or
indirectly held U.S and Canadian subsidiary corporations. See "Election of
Directors - Information Regarding the Nominees".
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and Directors who own more than 10% of the
outstanding shares of a registered class of the Company's equity securities, to
file reports of ownership and changes of ownership with the Securities and
Exchange Commission, copies of which filed reports are required to be furnished
to the Company. Based solely on its review of the forms received by it, the
Company believes that during the year ended December 31, 1997, all filing
requirements applicable to the Company's officers, Directors and greater than
10% stockholders were met.
ANNUAL REPORT TO STOCKHOLDERS
The Annual Report of the Company on Form 10-K (the "Annual Report"),
filed by the Company with the Securities and Exchange Commission (the "SEC") on
April 15, 1998, accompanies this Proxy Statement. The Annual Report constitutes
the Company's annual report to stockholders for the fiscal year ended December
31, 1997 which is required to accompany or precede the Proxy Statement under the
SEC's proxy rules.
MISCELLANEOUS MATTERS
Any stockholder who wishes to submit a proposal for action to be included
in the proxy statement and form of proxy relating to the 1999 annual meeting of
stockholders is required to submit such proposal(s) to the Company on or before
January 2, 1999. The cost of soliciting proxies in the accompanying form will be
11
<PAGE> 14
borne by the Company. In addition to solicitations by mail, regular employees
of the Company may, if necessary to assure the presence of a quorum, solicit
proxies in person or by telephone. The persons named as proxies in the enclosed
proxy card intend to exercise their judgment in voting shares represented by
duly executed proxies on other matters that come before the Annual Meeting for
action. Management does not expect that any matters other than those referred to
in this Proxy Statement will be presented for action at the Annual Meeting.
Matthew D. Pond
Chief Financial Officer,
Secretary and Treasurer
July 20, 1998
12
<PAGE> 15
- --------------------------------------------------------------------------------
STRIKER INDUSTRIES, INC.
ONE RIVERWAY, SUITE 2450
PROXY HOUSTON, TEXAS 77056
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE
HELD ON AUGUST 20, 1998.
The undersigned stockholder of Striker Industries, Inc. (the "Company")
hereby appoints each of David A. Collins and Matthew D. Pond attorneys and
proxies of the undersigned, with full power of substitution, to vote on behalf
of the undersigned at the Annual Meeting of Stockholders of the Company to be
held at the Omni Houston Hotel, Four Riverway, Houston, Texas 77056, on August
20, 1998, at 10:00 a.m., Houston, Texas Time, and at any adjournments of said
meeting, all of the shares of Common Stock which the undersigned may be entitled
to vote.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS: [ ] For the election of David A. Collins, William B.
Locander, Matthew D. Pond and Thomas H. Clarke as directors.
[ ] Withhold Authority to vote for all directors listed
above
[ ] Withhold Authority to vote for the directors written
on the line provided below (please print)
--------------------------------------------------------
</TABLE>
CONTINUED ON REVERSE
- --------------------------------------------------------------------------------
<PAGE> 16
- --------------------------------------------------------------------------------
CONTINUED FROM FRONT
<TABLE>
<S> <C>
2. APPROVAL OF RATIFICATION OF APPOINTMENT OF AUDITORS [ ] FOR
[ ] AGAINST
[ ] ABSTAIN
</TABLE>
3. In their discretion, upon such other matters as may properly come before the
meeting; hereby revoking any proxy or proxies regarding such matters
heretofore given by the undersigned.
The Board of Directors recommends a vote FOR the nominees and FOR Proposal 2
above and if no specification is made, the shares will be voted FOR the election
of the nominees named herein, and FOR approval of Proposal 2. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
the Proxy Statement furnished herewith.
Dated..................., 1998
..............................
Stockholder's Signature
..............................
Stockholder's Signature
Signature should agree with name printed
hereon. If Stock is held in the name of
more than one person, EACH joint owner
should sign. Executors, administrators,
trustees, guardians, and attorneys
should indicate the capacity in which
they sign. Attorneys should submit
powers of attorney.
PLEASE SIGN AND RETURN IN THE ENVELOPE
ENCLOSED.
- --------------------------------------------------------------------------------
