MINING SERVICES INTERNATIONAL CORPORATION
8805 South Sandy Parkway
Sandy, UT 84070-6408
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 1997
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of Mining Services International
Corporation, a Utah corporation ("Company"), will be held at the
Hampton Inn Hotel, 10690 South 160 West, Sandy Utah on Tuesday, May 6, 1997,
commencing at 2:00 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 1996; 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
28, 1997. 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
/s/ Lex L. Udy
Lex L. Udy
Vice Chairman
Salt Lake City, Utah
April 4, 1997
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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 ("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 4, 1997.
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 of March 7, 1997, the
Company had outstanding 7,258,944 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 7, 1997 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* ---------------------------- 1,683.065 (2) 22.6%
8 Shadow Wood Lane
Sandy, Utah 84092
Dr. Lex L. Udy* ---------------------------------- 618,244 (3) 8.3%
4597 Ledgemont Drive
Salt Lake City, Utah 84124
Dr. John T. Day* --------------------------------- 623,168 (4) 8.4%
5 Dawn Hill
Sandy, Utah 84092
Edward N. Bagley* -------------------------------- 575,834 (5) 7.7%
8987 St. Ives Drive
Los Angeles, California 90069
Nathan L. Wade* ---------------------------------- 221,128 (6) 3.0%
1207 South Main Street
Salt Lake City, Utah 84111
All Officers and Directors
as a group (8 persons) --------------------------- 3,889,202 (7) 52.3%
____________________________________________________________________________
(*) 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 shares held in the name of Mr. Bagley's spouse.
(3) Includes shares held by a partnership of which Mr. Wade is a partner,
shares held in an IRA account for the benefit of Mr. Wade's spouse and shares
held by Mr. Wade's family members residing in his home.
(4) Includes options for 53,130 shares which are presently exercisable or
will become exercisable within 60 days.
(5) Includes 14 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 26,565 shares.
(6) Includes shares held by N&R Investment, a Utah Partnership of which
Mr. Wade is a general partner, shares held by Nate Wade, Inc., a Utah
corporation of which Mr. Wade is a principal owner, shares held in an IRA
account for the benefit of Mr. Wade's spouse, and shares held by Mr. Wade's
daughter.
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(7) Includes options which are presently exercisable or exercisable within
60 days for the purchase of 184,203 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.
In Position
Name Age Position Since
- ------------------------------------------------------------------------------
Edward Neff (Ted) Bagley 84 Chairman of the Board of Directors 1983
Dr. Lex L. Udy 63 Vice Chairman, Secretary 1979
Officer and Director
Dr. John T. Day 57 President, Chief Executive Officer 1986
and Director
Edward Dallin Bagley 58 Director 1983
Nathan L. Wade 68 Director 1989
Richard M. Clayton 56 Vice President 1991
David P. Reddick 41 Vice President 1991
Duane W. Moss 49 Chief Financial Officer and 1994
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 Gentner 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.
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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 five (5) regular meetings of the Board of Directors held
during the 1996 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 Company's 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.
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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, 1996, 1995 and 1994 of
those persons who were, as of March 7, 1997, (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, 1996 (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, 1996.
Long
Term
Annual Compensation Compen-
---------------------------- sation
Other Annual Options All Other
Name and Position Year Salary Bonus Compensation Granted Compensation(3)
- -------------------------------------------------------------------------------
Dr. Lex Udy* 1996 $169,231 included $10,243(1) -- $3,715
Vice Chairman 1995 $114,964 ---- $18,245(1) -- $3,500
and Secretary 1994 $100,000 ---- $16,556(1) -- $3,000
Dr. John T. Day 1996 $194,231 included $18,474(2) -- $4,340
President and 1995 $126,930 ---- $18,129(2) -- $3,800
Chief Executive 1994 $104,833 ---- $22,723(2) -- $2,990
Officer
(1) Includes life and disability insurance premiums, personal mileage and
tax services paid on behalf of Dr. Udy.
(2) Includes life and disability insurance premiums, office allowance,
personal mileage and tax services paid on behalf of Dr. Day.
(3) Includes matching contributions made by the company on behalf of the
Named Executive Officers pursuant to the Mining Services International
Profit Sharing 401(k) Plan.
* Was Chief Executive Officer of the Company until April 1993.
Option Grants in Last Fiscal Year
No individual grants of stock options were made to the Named Executive
Officers during the fiscal year ended December 31, 1996.
Aggregated Option/SAR Exercises and Fiscal year End Option/SAR Value
The following table sets forth the aggregate value of unexercised
options to acquire shares of the
Common Stock held by the Named Executive Officers on December 31, 1996 and
the value realized upon the exercise of options during the fiscal year
ended December 31, 1996.
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Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options/SARs Options/SARs
Acquired at FY-End (#) at FY-End($)(1)
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
- -----------------------------------------------------------------------
Dr. Lex L. Udy 21,000 $181,125 53,130/0 $593,310/$0
(Vice Chairman,
Secretary)
Dr. John T. Day 42,000 $300,000 53,130/0 $593,310/$0
(CEO)
_______________________________________________________________________
(1) Reflects the difference between the exercise price of the options
granted and the value of the Common Stock on December 31, 1996. The
closing price of the Common Stock on December 31, 1996, as reported by
NASDAQ was $12.00 per share.
Director Compensation
During 1996 the outside directors received $5,000 per year as
compensation for Board meetings. Inside Board members received 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 and on August 23,
1996 the Company loaned Richard M. Clayton a total amount of $67,000, on
August 23, 1996 the Company loaned David P. Reddick $67,250 and on June 12,
1995 and August 23, 1996 the Company loaned Duane W. Moss a total amount of
$64,503. The loans were made at LIBOR one-year rate plus one percent
adjusted annually for a term of thirty months commencing, for each vice
president, from the date of their first loan. 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, 1996
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.
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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 1996, 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
8805 S. Sandy Parkway
Sandy, UT 84070-6408
