MINING SERVICES INTERNATIONAL CORPORATION
5284 South Commerce Drive, Suite C-244
Salt Lake City, Utah 84107-7930
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 23, 1996
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Mining Services International Corporation,
a Utah corporation (the "Company"), will be held at the Salt Lake Hilton,
150 West 500 South, Salt Lake City, Utah on Thursday,
May 23, 1996, commencing at 3:00 p.m. (Mountain Standard Time) for the
following purposes, as more fully described in the accompanying Information
Statement:
1. To elect five (5) Directors to serve until the next Annual
Meeting of Shareholders or until their successors shall be elected and duly
qualified;
2. To consider and act upon a proposal to ratify the selection of
the Company's independent auditors for 1995; and
4. To consider and act upon such other business as may properly
come before the Annual Meeting of Shareholders and at any adjournment or
postponement thereof.
Pursuant to the by-laws of the Company, the Board of Directors has
fixed the time and date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting of Shareholders and at any
adjournment or postponement thereof as of the close of business on
March 26, 1996. Accordingly, only stockholders of record on such date and at
such time will be entitled to vote at the Annual Meeting of Shareholders and
any adjournment or postponement thereof, notwithstanding any transfer of stock
on the books of the Company thereafter. A list of those entitled to vote will
be available for inspection for ten (10) days prior to the meeting at the
offices of the Company.
All shareholders are urged to attend the annual meeting.
By Order of the Board of Directors
Lex L. Udy
Vice Chairman
Salt Lake City, Utah
April 26, 1996 (Mailing Date)
INFORMATION STATEMENT
This Information Statement is furnished pursuant to Regulation 14C
under the Securities Exchange Act of 1934 by Mining Services International
Corporation, a Utah corporation (the "Company" or "MSI"). This Information
Statement and the attached Notice of Annual Meeting of Shareholders are first
being mailed to shareholders of the Company on or about April 26, 1996.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
VOTING SECURITIES
As of the close of business on the record date (March 26, 1996),
the Company had outstanding 5,531,045 shares of common stock, par value $.001
per share, all of which are entitled to be voted at the meeting. Each share
is entitled to one (1) vote, and only those shareholders of record of the
Company's common stock as of the close of business on the record date shall
be entitled to vote their shares.
The presence of a majority of the outstanding shares of the
Company's common stock, represented in person or proxy at the meeting will
constitute a quorum. In the proposed election of Directors, shareholders
will not be allowed to cumulate their votes. The five nominees receiving the
highest vote totals will be elected as directors of the Company. Accordingly,
abstentions and broker non-votes will not affect the outcome of the election.
In accordance with Utah law, all other matters will be approved if the votes
cast in favor of a matter exceed the votes cast opposing such matter. As a
result, abstentions and broker non-votes will not affect the outcome of any
other matters.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tabulation shows as of March 26, 1996 the number of
shares of the Company's common stock, par value $0.001, owned beneficially by:
(a) all persons known to be the holders of more than five percent (5%) of the
Company's voting securities, (b) all Directors, (c) certain Executive Officers
and (d) all officers and Directors of the Company as a group:
Amount and Natures of
Beneficial ownership(1)
Name and address of Beneficial Owner Shares Percent
Edward Dallin Bagley* 1,298,158(2) 23.1%
8 Shadow Wood Lane
Sandy, Utah 84092
Dr. Lex L. Udy* 437,809(3) 7.8%
4597 Ledgemont Drive
Salt Lake City, Utah 84124
Dr. John T. Day* 445,918(4) 7.9%
5 Dawn Hill
Sandy, Utah 84092
Edward N. Bagley* 356,270(5) 6.34%
8987 St. Ives Drive
Los Angeles, California 90069
Nathan L. Wade* 213,798(6) 3.8%
1207 South Main Street
Salt Lake City, Utah 84111
All Officers and Directors
as a group (8 persons) 2,812,328(7) 50.0%
(*) Director of the Company
(1) Unless otherwise indicated, each person identified in the table has sole
voting and investment power with respect to the Company's common stock
beneficially owned by such person.
(2) Includes 62,500 shares held in the name of Mr. Bagley's spouse and
presently exercisable options to purchase 21,000 shares.
(3) Includes 22,360 shares owned solely by Dr. Udy's wife of which Dr. Udy
disclaims ownership.
(4) Includes options for 21,000 shares which are presently exercisable within
60 days.
(5) Includes 330,020 shares held by Mr. Bagley and his wife as co-trustees
of the Bagley Family Living trust and 5,250 shares held by Mr. Bagley as
trustee of a trust for the benefit of members of Mr. Bagley's family and
presently exercisable options to purchase 21,000 shares.
(6) Includes 172,000 shares held by N&R Investment, a Utah Partnership of
which Mr. Wade is a general partner and 1,050 shares held by Nate Wade,
Inc., a Utah corporation of which Mr. Wade is a principal owner, 1827
shares held in an IRA account for the benefit of Mr. Wade, 1,050 shares
held in an IRA account for the benefit of Mr. Wade's spouse, and 1,050
shares held by Mr. Wade's daughter.
(7) Includes options which are presently exercisable or exercisable within
60 days for the purchase of 89,250 shares.
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is a table which identifies each Director and
Executive Officer, and the positions and offices within the Company held by
each person. The table is followed by a brief description concerning the
employment and business experience of each person during at least the past
five years.
Name Age Position In Position
Since
Edward Neff (Ted) Bagley 83 Chairman of the 1983
Board of Directors
Dr. Lex L. Udy 62 Vice Chairman, Secretary 1979
Officer and Director
Dr. John T. Day 56 President, 1986
Chief Executive Officer
and Director
Edward Dallin Bagley 57 Director 1983
Nathan L. Wade 67 Director 1989
Richard M. Clayton 55 Vice President 1991
David P. Reddick 40 Vice President 1991
Duane W. Moss 48 Chief Financial Officer 1994
and Legal Counsel
Directors of the Company are elected at the Annual Meeting of
Shareholders and serve until the next annual meeting or until their successors
are duly elected and qualified. Executive officers of the Company are elected
by and serve at the pleasure of the Board of Directors.
Edward Neff (Ted) Bagley has been associated with the investment
banking firm of Smith Barney and predecessor companies since 1971 where he is
presently Vice President. Mr. Bagley was elected a member of the Board of
Directors in October 1983. He is the father of Edward Dallin Bagley.
Mr. Bagley is also a Director of Gentrue Communications Corporation.
Dr. Lex L. Udy has been Vice Chairman of the Company since April
1993 and Secretary since March 1995. He was a founder of the Company and has
served as a Director since 1979. From 1979 to 1984 he was Vice President of
Research for the Company with responsibility for new product development,
patent development and field test operations. From 1985 to 1993 he was
President and Chief Executive Officer for the Company.
Dr. Udy obtained a B.S. degree in Physics from the University of Utah in 1955
and a Ph.D. from the University of Utah in Metallurgy in 1960.
Dr. John T. Day has been President and Chief Executive Officer since
April 1993. He was one of the founders of the Company and from 1979 to 1993
was Executive Vice President with responsibility for plant design, operations,
equipment design and construction, and new product development. Dr. Day was
appointed a member of the Board of Directors on November 10, 1986 and was
appointed the Chief Executive Officer of the Company in 1993. Dr. Day obtained
a B.S. degree in Chemical Engineering from the University of Utah in 1964 and
obtained a Sc.D. degree from MIT in 1972
Edward Dallin Bagley has been self-employed in management of personal
investments since 1991. From June 1990 to August 1991 Mr. Bagley was a
registered representative at Wilson-Davis & Co. Inc., a Salt Lake City, Utah
brokerage firm. He was elected a member of the Board of Directors in October
1983. He is the son of Edward Neff (Ted) Bagley. Mr. Bagley is also a
Director of Ion Laser Technology, Inc., Gentner Communications and Tunex
International, Inc., all of which are publicly held companies. He obtained
his Juris Doctorate from the University of Utah in 1965.
Nathan L. Wade has been a Director of the Company since June 1989.
Since 1953 Mr. Wade has been the president and principal owner of Nate Wade,
Inc., a Salt Lake City, Utah automobile dealership for new and used
automobiles.
Richard M. Clayton was first employed by the Company from 1981 to
1983. Mr. Clayton joined the Company again in 1986 as Director of Marketing
and was appointed Vice President in 1991. Prior to joining the Company, Mr.
Clayton held key management and marketing positions with Texaco Petroleum
Corporation and Nitrate Services Corporation, a multi-million dollar explosives
company.
David P. Reddick has been employed by the Company since 1985 as
Director of Operations. In 1991 Mr. Reddick was appointed Vice President.
Prior to joining the Company, Mr. Reddick was associated with Cyprus Minerals
in operations management. Mr. Reddick obtained a B.S. degree in Resource
Economics from the University of California at Berkeley.
Duane W. Moss has been employed by the Company since December 1994 as
Chief Financial Officer and Legal Counsel. Prior to joining the Company,
Mr. Moss was a self-employed consultant and from 1989 to 1992 was the
Secretary, Treasurer and Chief Financial Officer of Alta Gold Co. Mr. Moss
obtained a Juris Doctorate in 1976 and a B.A. degree in Accounting in 1973
from the University of Utah.
The Board of Directors and its Committees
There were three (3) regular meetings of the Board of Directors held
during the 1995 fiscal year. All of the Directors attended the meetings.
The Company presently has standing audit and compensation committees
of the Board of Directors. The audit committee periodically makes
recommendations concerning the engagement of the Company's independent
public accountants and reviews the results and independence of the
accountants and the scope, adequacy and results of the internal auditing
procedures.
The Company's audit committee consists of Edward Dallin Bagley, Edward Neff
Bagley and Nathan L. Wade. Functions of the compensation committee include
making recommendations concerning Director and senior managment remuneration
and overseeing the Companys stock option and other compensation plans. The
compensation committee consists of Edward Dallin Bagley and Nathan L. Wade.
All committee members attended at least 75% of the meetings of their
respective committees. Each of the committees met five times during the year.
No separate compensation is paid for committee attendance or assignments.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Officers and Directors and persons who own more than ten per cent
of a registered class of the Company's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, Directors and Shareholders who own more than
ten per cent of the Company's voting shares are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Compensation
Set forth below is information concerning the annual and long-term
compensation for services in all capacities to the Company and its affiliates
for the fiscal years ended December 31, 1995, 1994 and 1993 of those persons
who were, as of March 26, 1996, (i) the Chief Executive Officer and (ii) the
only other executive officers whose total annual salary and bonus exceeded
$100,000 during the fiscal year ended December 31, 1995 (the "Named Executive
Officers").
Compensation of Executive Officers
The following table summarizes compensation received by the Named
Executive Officers of the Company for the three fiscal years ended December 31,
1995.
Long
Term
Compen-
Annual Compensation sation
Annual Other Options All Other
Name and Position Year Salary Bonus
Compensation/ Compen-
Granted sation(4)
Dr. Lex Udy* 1995 $114,964 ---- $18,245(1) ---- $3,500
Vice Chairman and 1994 $100,000 ---- $16,556(3) ---- $3,000
Secretary 1993 $ 98,804 $20,000 $13,245(3) ---- $2,990
Dr. John T. Day 1995 $126,930 ---- $18,129(2) ---- $3,800
President and Chief 1994 $104,833 ---- $22,723(2) ---- $2,990
Executive Officer 1993 $ 98,804 $20,000 $21,707(2) ---- $2,990
(1) Includes $7,678 for life and disability insurance premiums paid on
behalf of Dr. Udy.
(2) Includes $9,954 for life and disability insurance premiums paid on
behalf of Dr. Day and a $6,000 office allowance.
(3) Includes $9,696 for life insurance and disability insurance premiums
paid on behalf of Dr. Udy.
(4) Includes matching contributions made by the company on behalf of the
Named Executive Officers pursuant to the Mining Services
International Profit Sharing 401(k) Plan.* Was Chief Executive
Officer of the Company until April 1993.
Option Grants in Last Fiscal Year
No individual grants of stock options were made to the Named
Executive Officers during the fiscal year ended December 31, 1995.
Aggregated Option/SAR Exercises and Fiscal year End Option/SAR Value
The following table sets forth the aggregate value of unexercised
options to acquire shares of the Common Stock held by the Named Executive
Officers on December 31, 1995 and the value realized upon the exercise of
options during the fiscal year ended December 31, 1995.
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options/SARs Options/SARs
Acquired at FY-End (#) atFY-End ($)(1)
on Value Exerciseable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
Dr. Lex L. Udy 21,000 $58,500 0/63,000(2) $0/$393,750
(Vice Chairman,
Secretary)
Dr. John T. Day ---- ---- 0/84,000(3) $0/$393,750
(CEO)
(1) Reflects the difference between the exercise price of the options
granted and the value of the Common Stock on December 29, 1995. The closing
price of the Common Stock on December 31, 1995, as reported by NASDAQ, was
$6.250 per share.
(2) 21,000 of these options will become exercisable on May 1, 1996.
(3) 21,000 of these options were exercised in January of 1996 and an
additional 21,000 options will become exercisable on May 1, 1996.
Director Compensation
Each Director was paid $3,600 per year as compensation for attendance
at meetings of the Board of Directors, and the Chairman of the Board received
an additional $5,000 per year during 1995. Commencing on January 1996 the
outside directors will receive $5,000 per year as compensation for Board
meetings. Inside Board members will receive no compensation for attendance at
Board Meetings.
Certain Relationships and Related Transactions
On July 19, 1994 the Company loaned John T. Day and Lex L. Udy
$242,000 and $227,375 respectively at LIBOR 30 day rate plus 1% adjusted
annually for a term of five years. Interest is payable annually with the
principal due on the date of maturity. On June 12, 1995 the Company loaned
Richard M. Clayton a net amount of $6,250 and Duane W. Moss an amount of
$27,500 at LIBOR one-year rate plus one percent adjusted annually for a term of
thirty months. Interest is payable annually with principal and accrued
interest due on the date of maturity. The loans were provided by action of
the Board of Directors for the purpose of loaning the officers sufficient
funds to exercise their respective stock options granted to them pursuant to
the 1988 MSI Stock Option Plan. The exercised stock is held by the Company as
collateral for payment of the loan principal and interest. See the notes to
the Company's financial statements for details on other related party
transactions.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accounting firm which conducted the audit of
the Company's financial records for the fiscal year ended December 31, 1995 is
Tanner + Co. of Salt Lake City, Utah. Representatives of Tanner + Co.
are expected to be present at the Annual Meeting of Shareholders, will have
an opportunity to make a statement, if they desire to do so, and are expected
to be available to respond to appropriate questions.
OTHER MATTERS
Management knows of no other matters to be presented at the Annual
Meeting of Shareholders.
GENERAL
Expenses in connection with the distribution of this Information
Statement will be borne by the Company. While there is no formal agreement to
do so, the Company will reimburse banks, brokerage houses, and other
custodians, nominees and fiduciaries for their reasonable expense in
forwarding this information.
INFORMATION PROVIDED TO SHAREHOLDERS
INCLUDED WITH THIS INFORMATION STATEMENT, THE COMPANY
IS PROVIDING, WITHOUT CHARGE, TO EACH SHAREHOLDER A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR 1995,
INCLUDING THE FINANCIAL STATEMENTS, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. If for some reason a shareholder
did not receive a copy of the Company's Annual Report, upon written request,
the Company will forward a copy, without charge, to the requesting shareholder.
All requests for information under this heading should be directed
to:
THE CORPORATE SECRETARY
MINING SERVICES INTERNATIONAL CORPORATION
5284 South Commerce Drive
Suite C-244,
Salt Lake City, UT 84107-7930
