<PAGE>
THE FLAMEMASTER CORPORATION
11120 SHERMAN WAY
SUN VALLEY, CALIFORNIA 91352-4949
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 18,1999
TO THE SHAREHOLDERS OF THE FLAMEMASTER CORPORATION
You are cordially invited to attend the Annual Meeting of the Shareholders
of The Flamemaster Corporation, a Nevada Corporation, (the "Company"), which
will be held at the Smoke House Restaurant, 4420 Lakeside Drive, Burbank,
California 91505 on THURSDAY, MARCH 18, 1999 AT 2:00 P.M. Pacific Time, to
consider and act upon the following matters, all as more fully described in the
accompanying Proxy Statement, which is incorporated herein by this reference.
1. To elect six (6) directors to serve until the next annual meeting
of the Company's shareholders and until their successors have been elected and
qualify.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders of record of the Company's common stock at the close of
business on February 2,1999, the record date fixed by the Board of Directors,
are entitled to notice of, and to vote at, the meeting or any adjournments
thereof.
THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE COMPLETE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, IN ORDER TO
ASSURE A QUORUM AT THE ANNUAL MEETING. ANY SHAREHOLDER GIVING A PROXY HAS THE
RIGHT TO REVOKE IT ANY TIME BEFORE IT IS VOTED.
BY ORDER OF THE BOARD OF DIRECTORS
Barbara E. Waite
Secretary
Sun Valley, California
February 11,1999
<PAGE>
THE FLAMEMASTER CORPORATION
11120 SHERMAN WAY
SUN VALLEY, CALIFORNIA 91352-4949
PROXY STATEMENT
1998 ANNUAL MEETING OF SHAREHOLDERS
The following information is provided in connection with the solicitation of
proxies for the Annual Meeting of Shareholders of The Flamemaster Corporation
(the "Company"), to be held on MARCH 18,1999, or any adjournments thereof (the
"Meeting"), for the purposes stated in the Notice of Annual Meeting of
Shareholders preceding this Proxy Statement. The Proxy Statement and the Proxy
were first mailed to shareholders on or about February 11,1999.
SOLICITATION AND RECOVATION OF PROXIES
A form of proxy is being furnished by the Company to each shareholder, and, in
each case, is solicited on behalf of the Board of the Company for use at the
Meeting. The entire cost of soliciting these proxies will be borne by the
Company, including reimbursements of banks, brokerage firms, custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy material to the beneficial owners of stock. In addition to the use of
mails, proxies may be solicited by the directors, officers and employees of the
Company without additional compensation, by personal interview, telephone,
telegram, fax or otherwise.
Any valid proxy received in time for voting and not revoked will be voted at the
meeting in accordance with the directions contained therein. Any valid proxy
submitted without directions will be voted as described herein IN FAVOR of the
election of the nominees named herein.
Your execution of the enclosed Proxy will not affect your rights as a
shareholder to attend the meeting and to vote in person. Any shareholder giving
a proxy has a right to revoke it at any time either (a) a later-dated proxy, (b)
written revocation sent to and received by the Secretary of the Company prior to
the Meeting, or (c) attendance at the meeting in person.
VOTING SECURITIES AND RECORD DATE
The only voting security of the Company is its COMMON stock. Only SHAREHOLDERS
OF RECORD at the close of business on FEBRUARY 2,1999, will be entitled to vote
at the Meeting. As of such date there were outstanding 1,640,216 shares of
common stock, which are entitled to one vote per share. However, the election of
directors will be conducted by cumulative voting. In cumulative voting each
shareholder may cast that number of votes equal to the number of directors to be
elected multiplied by the number of shares held. The shareholder may cast all of
such votes for one nominee or distribute such votes among as many nominees as he
desires. The five candidates receiving the largest number of votes shall be
elected.
<PAGE>
THE FLAMEMASTER CORPORATION
1998 PROXY STATEMENT
WILLIAM Z. DEUTSCH is a retired businessman and previous owner, partner and
officer of several companies in the Los Angeles area. He is currently engaged as
a private investor in real estate and securities.
LEON GUTOWICZ is a retired businessman, with investments in real estate and
financial instruments, and active in non-profit chartible organizations.
JOSEPH MAZIN is President and Chief Executive Officer and has held such post for
over 5 years. Mr. Mazin also serves as Chairman, President and Chief Executive
Officer of PerfectData Corporation, a public company. Flamemaster Corporation
holds an approximate 19% interest in PerfectData Corporation.
DONNA MAZIN is President of Altius Investment Corporation, and an executive,
adminstrator and buyer of PerfectData Corporation. Donna Mazin is the wife of
Joseph Mazin.
SION MAZIN is a private investor, retired from banking and commodities import
export business.
STUART WEINSTEIN is Vice President of LAX Inspection Services Inc. a company
providing meat inspection services and a Vice President of PTL Realty, a real
estate holding company.
Willliam Deutsch and Stuart Weinstein comprise an Independent
Audit Committee.
Sion Mazin is the father of Joseph Mazin. Leon Gutowicz is the father-in-law of
Joseph Mazin.
Between October 1997 and September 1998, six meetings of the Company's Board of
Directors were held. All directors attended at least 90% of the directors
meetings. The Company's Board of Directors does not have standing nominating or
compensation committees.
<PAGE>
FLAMEMASTER CORPORATION
1998 PROXY STATEMENT
ELECTION OF DIRECTORS
Six directors are to be elected at the meeting, each director to hold office
until his successor is elected and qualified. The shares represented by Proxies
on the enclosed form will be voted FOR the election of the six persons named
below, in the absence of other instruction. However, in the event that any
person other than the nominees named below shall be nominated for election as
director, the persons named in the proxy may vote cumulatively for less than all
the nominees. If any of the persons named below should decline or be unable to
serve, an event which is not anticipated, the proxy discretionary authority to
cast their votes for such other person or persons as they may determine.
<TABLE>
<CAPTION>
Name Age Occupation Director of Common Percentage
Company Bennefic- of Class
Since ally Owned (Common)
- -------------- ----- ---------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
William Deutsch 72 Retired 1998 1,000 .06%
Businesman
Leon Gutowicz 80 Officer,Director 1984 85,027 (1) 5.18%
Charitable
Organization
Joseph Mazin 52 President, CEO 1982 277,642 (2) 16.93%
and Chairman
Donna Mazin 51 President of 1993 277,642 (2)
Altius Investment
Sion Mazin 93 Private Investor 1984 55,703 (3) 3.40%
Stuart Weinstein 50 Vice President 1997 16,710 1.02%
PTL Realty
</TABLE>
(1) Includes Notes that are convertible into 29,961 shares of common.
(2) Includes Notes that are convertible into 69,860 shares of common.
(3) Includes Notes that are convertible into 18,095 shares of common.
<PAGE>
FLAMEMASTER CORPORATION
1998 PROXY STATEMENT
PRINCIPAL SHAREHOLDERS - COMMON
The following table sets forth information regarding beneficial ownership of the
Company's common stock as of February 2, 1999. To the Company's knowledge, the
individuals or groups shown in the table are the only persons who held more than
5% of the Company's common stock at that date.
<TABLE>
<CAPTION>
Name and address of Amount and nature of Percentage of Class
Beneficial Owner Beneficial Ownership Common
- ------------------------- --------------------- --------------------
<S> <C> <C>
Altius Investment 431,792 (a) 26.33%
11120 Sherman Way
Sun Valley, CA 91352
Joseph & Donna Mazin 277,642 (b)) 16.93%
11120 Sherman Way
Sun Valley, CA 91352
Leon Gutowicz 85,027 5.18%
11120 Sherman Way
Sun Valley, CA 91352
Directors and Officers 482,850 29.44%
as a Group (9)
</TABLE>
(a) Includes Notes that are convertible into 12,029 shares of common.
(b) Joseph & Donna Mazin share voting control of the Flamemaster shares
held by Altius Investment Corp.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table includes information as to all directors and
executive officers of the Company who received more than $100,000 in
remuneration during each of the last three fiscal years.
<TABLE>
<CAPTION>
Name and Principal Fiscal Salary Restricted All other
Position Year $ $ Compensation
- ---------------------- ------- ------- ---------- ------------
<S> <C> <C> <C> <C>
Joseph Mazin 1998 158,909 - -
Chairman,President 1997 154,280 4,725 -
and Chief Executive 1996 152,595 10,613 -
</TABLE>
<PAGE>
FLAMEMASTER CORPORATION
1998 PROXY STATEMENT
COMMON STOCK
The Company's common stock is traded on the Nasdaq Smallcap Market under the
symbol "Fame".
RELATIONSHIP WITH AUDITORS
Beckman Kirkland & Whitney have been engaged for fiscal years ended September
30, 1998, 1997, 1996, 1995, 1994, 1993 and 1992.
SHAREHOLDER PROPOSALS FOR ANNUAL MEETING
Any shareholder proposal to be considered for presentation at the Company's next
Annual Meeting must be received by the Company at its executive offices on or
before November 10, 1999 for inclusion in the Company's Proxy Statement and Form
of Proxy.
OTHER MATTERS
The Board does not know of any matters to be presented at the Annual Meeting
other than those discussed herein. If other matters properly come before the
meeting or any adjournment thereof, the persons named in the proxies will vote
them in accordance with their best judgement.
BY ORDER OF THE BOARD OF DIRECTORS
BARBARA E. WAITE
SECRETARY
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS
THE FLAMEMASTER CORPORATION
The undersigned hereby appoints Joseph Mazin and Barbara Waite, and each or any
of them each with the power to appoint his substitute, as Proxies, with the
powers the undersigned would possess if personally present, to vote, as
designated below, all stock of the undersigned in The Flamemaster Corporation at
the Annual Meeting of Shareholders on March 18, 1999,
or any adjournments thereof.
1. ELECTION OF DIRECTORS
______ FOR all nominees listed below (except as marked to
the contrary below).
______ WITHHOLD AUTHORITY to vote for all nominees listed
below.
William Deutsch, Leon Gutowicz, Joseph Mazin, Donna Mazin,
Sion Mazin, Stuart Weinstein.
(To withhold authority to vote for an individual write that
nominee's name on space provided below).
----------------------------------------------------
THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE
UNLESS OTHERWISE SPECIFIED.
2. Such other business as may properly come before said meeting
or any adjournments thereof.
<PAGE>
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THIS PROXY OF THE FLAMEMASTER
CORPORATION DATED FEBRUARY 11, 1999.
Date: 1999.
---------------------------------
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(Signature)
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(Signature)
Please sign exactly as name appears at left,. If
stock is jointing held each owner should sign. Executors,
Administrators, Trustees, Guardians, Attorneys and
Corporate Officers should indicate their fiduciary
capacity or full title when signing.
Please mark, sign, date and return this proxy card
promptly, using the enclosed envelope.
