<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ANGSTROM TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Not Applicable
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount
<PAGE> 2
on which the filing fee is calculated and state how it was
determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
3) Filing Party:
----------------------------------------------------------------------
4) Date Filed:
----------------------------------------------------------------------
<PAGE> 3
ANGSTROM TECHNOLOGIES, INC.
1895 AIRPORT EXCHANGE BOULEVARD
SUITE NO. 110
ERLANGER, KY 41018
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 17, 1998
-------------------------------
To the Stockholders of Angstrom Technologies, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Angstrom Technologies, Inc., a Delaware corporation (the "Company"), will be
held at 10:00 a.m. (local time) on Monday, August 17, 1998, at the offices of
the Company, 1895 Airport Exchange Boulevard, Suite 110, Erlanger, Kentucky
41018, to consider and act upon the following matters:
(1) To elect four (4) directors to serve for the ensuing year and
until their successors are duly elected and qualified; and
(2) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only stockholders of record of the Company's shares of common stock at
the close of business on July 13, 1998 will be entitled to notice of and to vote
at the meeting or any adjournment thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS
URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE
IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ Douglas B. Kruger
Douglas B. Kruger
Secretary
Erlanger, Kentucky
Dated: July 13, 1998
<PAGE> 4
ANGSTROM TECHNOLOGIES, INC.
1895 AIRPORT EXCHANGE BOULEVARD
SUITE NO. 110
ERLANGER, KY 41018
-------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 17, 1998
-------------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
- -------
This Proxy Statement and the accompanying Proxy Card are being
furnished in connection with the solicitation by the Board of Directors of
Angstrom Technologies, Inc. (the "Company") of proxies to be voted on at the
Annual Meeting of Stockholders to be held at 10:00 a.m. (local time) on Monday,
August 17, 1998 at the offices of the Company, 1895 Airport Exchange Boulevard,
Suite 110, Erlanger, Kentucky 41018 and at any adjournment thereof, with respect
to the matters referred to in the accompanying notice. It is anticipated that
this Proxy Statement and accompanying materials will first be mailed to
stockholders on or about July 13, 1998.
The Company's shares of common stock, par value $.01 per share,
("Shares") are the only outstanding class of voting securities. Holders of
record at the close of business on July 13, 1998 (the "Record Date") are
entitled to notice of, and to vote at, the Annual Meeting and any adjournment
thereof. At the close of business on July 13, 1998, there were issued and
outstanding 23,652,158 Shares, each entitled to cast one vote per Share. The
holders of one-third of the issued and outstanding Shares entitled to vote shall
constitute a quorum at the meeting for the transaction of business. The election
of directors, as described in the accompanying notice, requires the vote of a
plurality of votes cast at the meeting. In other matters presented at the
meeting, the affirmative vote of the majority of Shares present in person or
represented by proxy at the meeting and entitled to vote shall be the act of the
stockholders.
Votes cast by proxy or in person at the Annual Meeting will be
tabulated by the inspectors of elections appointed for the meeting, who will
also determine whether a quorum exists. Abstentions or withheld votes will be
treated as present and entitled to vote for purposes of determining a quorum,
and will have the same effect as votes against a particular matter.
<PAGE> 5
VOTING RIGHTS
- -------------
Each shareholder will be entitled to one vote for each Share held as of
the Record Date for all matters, including the election of directors.
Shareholders do not have the right to cumulate their votes in the election of
directors.
REVOCABILITY OF PROXIES
- -----------------------
The attendance of a stockholder at the Annual Meeting will not
automatically revoke such stockholder's proxy. However, a stockholder may revoke
a proxy at any time prior to its exercise by (1) delivering to the Secretary of
the Company a written notice of revocation prior to the Annual Meeting, (2)
delivering to the Secretary of the Company prior to the Annual Meeting a duly
executed proxy bearing a later date, or (3) attending the Annual Meeting, filing
a written notice of revocation with the secretary of the meeting, and voting in
person.
SOLICITATION OF PROXIES
- -----------------------
In addition to solicitation by mail, directors, officers and employees
of the Company may solicit proxies for the Annual Meeting from the stockholders
of the Company personally or by telephone, mail or facsimile without additional
remuneration therefor. The Company will also provide persons, firms, banks and
corporations holding Shares in their names or in the names of nominees, which in
either case are beneficially owned by others, proxy materials for transmittal to
such beneficial owners. The costs of this solicitation is being borne by the
Company.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto set forth information regarding
the beneficial ownership of the Company's shares of Common Stock as of the
Record Date by (i) each person known by the Company to be the beneficial owner
of more than 5% of such voting security, (ii) each director and nominee for
director, (iii) each of the named executive officers of the Company, and (iv)
all executive officers and directors of the Company as a group. The percentages
have been calculated by taking into account all shares of Common Stock owned on
such date as well as all shares with respect to which such person has the right
to acquire beneficial ownership at such date or within sixty (60) days
thereafter. Unless otherwise indicated, all persons listed below have sole
voting and sole investment power over the shares of Common Stock owned.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS(1)
- ------------------------------------ ----------------------- -------------------
<S> <C> <C>
Kenneth J. Koock 3,309,846(2) 13.99%
2 Robin Hill Road
North Caldwell, New Jersey 07006
Daniel A. Marinello(3) 2,115,000(4) 8.48%
</TABLE>
-2-
<PAGE> 6
<TABLE>
<S> <C> <C>
Louis Liang(3) 1,235,000(5) 5.01%
William J. Ryan(3) 1,200,000(6) 4.85%
Douglas Kruger(3) 575,000(7) 2.41%
All officers and directors as a group 5,125,000(8) 18.84%
(four persons)
- ---------------------------
<FN>
(1) Based on a total of 23,652,158 shares of Common Stock issued and outstanding as of the Record
Date.
(2) All shares are owned directly, except for 50,000 shares held as custodian for a family member of
Mr. Koock, which are included in this total; he disclaims beneficial ownership of such shares as
well as of any shares which may be owned by other officers and/or stockholders of M.H. Meyerson
& Co., Inc.
(3) Address is c/o the Company.
(4) Includes presently exercisable options to acquire 1,300,000 shares.
(5) Includes presently exercisable options to acquire 1,000,000 shares.
(6) Includes presently exercisable options to acquire 1,075,000 shares.
(7) Includes presently exercisable options to acquire 175,000 shares.
(8) Includes 3,550,000 shares of Common Stock issuable upon the exercise of presently exercisable
stock options (both qualified under the Plans and non-qualified options issued apart from such
Plans) by the officers and directors as a group.
</FN>
</TABLE>
RELATED TRANSACTIONS
Since November 1, 1994 Messrs. Marinello, Ryan and Liang have been
employed under the terms and conditions of an Executive Employment Agreement.
(See "Executive Compensation and Other Information"). In addition, pursuant to
the Company's 1994 Stock Option Plan such three individuals each received
options to acquire one million shares of Common Stock at a price of $.125 per
share.
Messrs. Marinello, Liang and Ryan have been jointly engaged in a plan
of activity designed to establish and expand the patent and other intellectual
property coverage afforded the Company's products and developments. While the
applications are filed in the names of the individuals, they have agreed to
assign a two-thirds interest therein to the Company when any patents issue. The
-3-
<PAGE> 7
Company has been paying filing fees and fees of patent counsel in connection
with this endeavor. The Company has exclusive rights to use such patents during
the term of the Employment Agreement for an aggregate royalty fee of 5% of the
gross profits of products sold utilizing such patents or other such intellectual
property; following termination of such Employment Agreement, the Company may
retain exclusive use of the patents and other intellectual property, by payment
of a royalty equal to 10% of the gross revenues of products sold utilizing the
same. The Company paid royalties of approximately $5,556 in Fiscal 1997 pursuant
to the Employment Agreement.
On November 7, 1994, the Board of Directors of the Company adopted a
form of Indemnity Agreement which has been entered into with all executive
officers and directors of the Company, providing for indemnification to be made
to them for expenses and liabilities relating to their services for the Company,
to the fullest extent permitted under Delaware law.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C> <C>
Daniel A. Marinello Chief Executive Officer and Chief
Financial Officer
Louis Liang Executive Vice President-Strategic
Business
William J. Ryan Executive Vice President-Operations
Douglas B. Kruger Secretary
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Federal securities laws, the Company's directors, its executive
officers and any person holding more than 10% of the Company's Shares are
required to report their ownership of the Company's Shares and any changes in
that ownership to the Securities and Exchange Commission ("SEC") on the SEC's
Forms 3, 4 and 5. Based on its review of the copies of such forms it has
received, the Company believes that all of its officers, directors and greater
than 10% beneficial owners complied with all filing requirements applicable to
them with respect to transactions during the 1997 Fiscal Year, except that
Messrs. Kruger, Liang, Marinello and Ryan each filed a late Form 4 reporting the
extension of the expiration dates of stock options due to administrative
oversight. Additionally, on the same Form 4 reports, Mr. Kruger reported late a
sale of shares and Mr. Liang reported late the exercise of stock options.
-4-
<PAGE> 8
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following Summary Compensation Table shows cash and noncash
compensation for the last three fiscal years paid by the Company to the Chief
Executive Officer and President of the Company. No other executive officers of
the Company received salary and bonus compensation which exceeded $100,000 in
such fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation
Compensation Award
Name and Fiscal All Other
Principal Position Year Salary Options Compensation
- ----------------------------------- ---- ------ ------- ------------
<S> <C> <C> <C> <C>
Daniel A. Marinello 1997 --- --- $161,256(3)
Chief Executive Officer 1996 --- --- 94,169(3)
and Chief Financial 1995 --- 1,000,000(2) 97,468(3)
Officer (1)
<FN>
(1) Commenced to serve as such on October 28, 1992.
(2) Options covering 1,000,000 shares at a price of $.125 per share were granted in November,
1994.
(3) Comprised of commissions and royalties.
</FN>
EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND MESSRS. MARINELLO, LIANG AND
- -----------------------------------------------------------------------------------
RYAN
- ----
</TABLE>
The Company and Messrs. Marinello, Liang and Ryan, its three highest
ranking executive officers, as a management team (the "Team") are currently
parties to an Executive Employment Agreement (the "Employment Agreement"). The
initial term of the Employment Agreement was a three year period commencing
November 1, 1994 and ending October 31, 1997. The Employment Agreement currently
is automatically renewed for annual consecutive renewal periods of one year each
unless terminated by notice of non-renewal sent either by the Company or the
Team, at least sixty (60) days prior to the expiration of any renewal term;
PROVIDED, HOWEVER, that the Company may terminate the Employment Agreement in
the event that its net profits after taxes during the preceding twelve (12)
months is either a negative number or does not equal or exceed at least $150,000
more than the Company's net profits after taxes for the prior twelve (12) month
period, or its sales do not show at least a fifteen percent (15%) increase
between such periods.
-5-
<PAGE> 9
STOCK OPTION PLANS
- ------------------
1983 and 1985 Stock Option Plans
- --------------------------------
Under the Company's Amended 1983 Stock Option Plan and 1985 Stock
Option Plan (the "Plans"), officers and other key employees who perform services
on behalf of the Company may be granted either nonqualified stock options or
incentive stock options for the purchase of up to 700,000 shares of the
Company's Common Stock. The Plans also provide for the issuance of stock
appreciation rights in connection with the granting of stock options. The Plans
are administered by a stock option committee of the Board of Directors. No
options were granted under the Plans in Fiscal 1997.
1994 Stock Option Plan
----------------------
Under the Company's 1994 Stock Option Plan (the "1994 Plan"), a total
of 6,300,000 Shares are reserved for issuance to employees, including directors
and officers who may not be salaried employees ("Eligible Participants").
Both incentive stock options and nonstatutory stock options may be
granted under the 1994 Plan to Eligible Participants, at a price to be
determined by the option committee, PROVIDED, HOWEVER, that incentive stock
options must be granted at an exercise price not less than the fair market value
of the Shares on the date of the grant. The term of any option may not exceed
ten years from the date of grant. During Fiscal 1997, options to purchase
130,000 shares were granted to Company employees under the 1994 Plan.
No options were granted to or exercised by the named executive officer
in Fiscal 1997. The following table sets forth information concerning all
unexercised options (whether or not issued under one of the Company's Plans)
held by the named executive officer at October 31, 1997:
<TABLE>
<CAPTION> Number of Securities
Underlying Unexercised Value of Unexercised in-
Number of Options at FY-End the-Money Options at FY-
Shares Acquired Value ----------------- End -- Exercisable/
Name on Exercise (#) Realized ($)Exercisable/Unexercisable Unexercisable (1)
- ---- --------------- -------- ---------------------------- -----------------
<S> <C> <C> <C> <C>
Daniel Marinello 0 ------ 1,450,000/0 $866,688/$0
- ----------------
<FN>
(1) Based on the average of the high and low sales price ($.71875) on October
31, 1997.
</FN>
</TABLE>
PROPOSAL -- ELECTION OF DIRECTORS
---------------------------------
Four (4) directors are to be elected at the Annual Meeting to hold
office until the next Annual Meeting of Stockholders and until their respective
successors have been elected and qualified or until their prior death,
resignation or removal. The By-laws of the Company provide that the Board of
Directors ("Board") shall consist of no less than five (5) members, provided
that the Board may
-6-
<PAGE> 10
by resolution increase or decrease the number of directors. The Board has
established the number of directors at four (4).
Should any nominee be unable to accept nomination or election,
stockholders will vote for the election of such other person to the office of
director as management may recommend in place of such nominee; however,
management knows of no reason to anticipate that this will occur. Unless a proxy
specifies that it is not to be voted in favor of a nominee for director, it is
intended that Shares represented by the proxy will be voted in favor of the
nominees listed below. In the event that any nominee shall be unable to serve,
it is intended that the proxies will be voted for the nominees designated by the
Board. The Company believes that all nominees will be able to serve.
The following table sets forth certain information with respect to each
nominee for election as a director. There are no arrangements or understandings
between the Company and any director or nominee pursuant to which such person
was elected or nominated to be a director of the Company. For information with
respect to security ownership of directors, see "Share Ownership of Certain
Beneficial Owners and Management".
NOMINEES FOR ELECTION AS DIRECTORS
- ----------------------------------
<TABLE>
<CAPTION>
NAME AGE POSITIONS
---- --- ---------
<S> <C> <C>
Daniel A. Marinello 57 Chief Executive Officer, Chief Financial Officer
and Director
Louis Liang 55 Executive Vice President-Strategic Business and
Director
William J. Ryan 59 Executive Vice President-Operations and
Director
Douglas B. Kruger 54 Secretary and Director
</TABLE>
Daniel A. Marinello has been Chief Executive Officer and Chief
Financial Officer of the Company since October 28, 1992. Prior thereto and since
February, 1987, Mr. Marinello has been serving as a director of the Company and
as an advisory engineer. From February, 1966 through July, 1992, Mr. Marinello
held several engineering, management and advisory positions for the IBM
Corporation in Essex Jct., Vermont.
Louis Liang has been a director since February 1, 1994 and was
appointed Executive Vice President - Strategic Business in May, 1994. Mr. Liang
was most recently Director of Subcontract Operations and Package Development
Technology of VLSI Technology Inc. for a four year period from May, 1989 to
June, 1993. He has been employed, since 1972, in various capacities in the
electronic and semiconductor industries, including positions dealing with
research and development, engineering, operations and new venture and business
development matters. He has also been active as a technical, marketing and
management consultant to companies in the Silicon Valley. Mr. Liang
-7-
<PAGE> 11
has a B.A. and M.S. degrees in Applied Physics from the University of
California, San Diego and Santa Barbara campuses.
William J. Ryan has been a director and Executive Vice President -
Operations since April 1, 1994. William J. Ryan has served most recently,
between July, 1992 and April, 1994, as an Executive Management Consultant to
several high technology semiconductor suppliers and equipment manufacturers. His
responsibilities included developing market strategy, product design and
implementing cost effective manufacturing processes. Prior to becoming engaged
in the consulting business, Mr. Ryan was employed at IBM for 27 years in various
senior engineering and technical management positions. His last assignment with
IBM was a Senior Engineering Manager of Advanced Semiconductor Equipment
Engineering. Mr. Ryan holds a B.S. degree in Mechanical Engineering from the
University of Vermont and has published technical papers and spoken extensively
at executive management and technical management seminars.
Douglas B. Kruger has been a director since November 2, 1992. On
January 18, 1993, Mr. Kruger was elected to serve as Secretary of the Company.
Mr. Kruger is presently and has since September, 1991, been an independent
business and marketing consultant. Prior thereto, from November, 1988 to its
sale in September, 1991, he was the Chief Executive Officer and sole stockholder
of Concept Surfaces Corp., a decorative surfacing company located in Florida.
Between June, 1964 and November, 1988, he held a variety of positions with IBM
Corporation, including manufacturing technician and as an executive with the
International Procurement Group of that company.
Meetings and Committees of the Board
- ------------------------------------
The Board of Directors held one (1) meeting and took action by
unanimous written consent on two (2) occasions during the fiscal year commencing
November 1, 1996 and ending October 31, 1997 ("Recent Fiscal Year"). All of the
nominees were members of the Board during the Recent Fiscal Year and all
Directors, except Douglas Kruger who was out-of-town at the time, participated
in the Directors' meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE APPROVAL OF ALL FOUR NOMINEES FOR ELECTION
AS DIRECTORS NOTED ABOVE.
ACCOUNTANTS
The Board of Directors has continued to retain the firm of Ernst &
Young to act as the Company's independent certified public accountants. A
representative of such firm is expected to be available at the meeting to
respond to appropriate questions from stockholders and will be given the
opportunity to make a statement if he desires to do so.
-8-
<PAGE> 12
OTHER MATTERS
The Board of Directors is not aware of any other matters which are
likely to be brought before the Annual Meeting. However, in the event that any
other matters properly come before the Annual Meeting, it is intended that the
persons named in the accompanying proxy will vote the Shares represented by all
properly executed proxies on such matters in such manner as shall be determined
by a majority of the Board of Directors.
AN ANNUAL REPORT TO STOCKHOLDERS WILL ACCOMPANY THIS PROXY STATEMENT
BUT IS NOT TO BE CONSIDERED A PART HEREOF. THE COMPANY WILL PROVIDE, FREE OF
CHARGE, TO ALL STOCKHOLDERS A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB (WITHOUT
EXHIBITS) AND/OR A COPY OF ITS QUARTERLY REPORTS ON FORM 10-QSB (WITHOUT
EXHIBITS), UPON WRITTEN REQUEST OF SUCH STOCKHOLDER TO DOUGLAS B. KRUGER,
SECRETARY, ANGSTROM TECHNOLOGIES, INC., 1895 AIRPORT EXCHANGE
BOULEVARD, SUITE NO. 110, ERLANGER, KENTUCKY 41014.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the next Annual
Meeting of Stockholders to be held in 1999 must be received by the Secretary of
the Company on or before September 30, 1998 in order to be included in the proxy
statement for that meeting. Proposals should be directed to Douglas B. Kruger,
Secretary, Angstrom Technologies, Inc., c/o its principal executive office.
By Order of the Board of Directors,
/s/ Douglas B. Kruger
Douglas B. Kruger,
Secretary
Dated: July 13, 1998
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING, PLEASE SIGN, DATE AND PROMPTLY RETURN THE
ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED.
-9-
<PAGE> 13
PROXY
ANGSTROM TECHNOLOGIES, INC.
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Daniel A. Marinello and Douglas B.
Kruger as Proxies, each with the power to appoint a substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
Common Stock, $.01 par value, of Angstrom Technologies, Inc., held of record by
the undersigned on July 13, 1998 at the Annual Meeting of Shareholders to be
held on Monday, August 17, 1998 or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED
ACCOUNT NUMBER: ________________________
NO. OF COMMON SHARES: ________________________
<TABLE>
<CAPTION>
====================================================================================================================
1. Election of Directors: Daniel A. Marinello, Louis Liang, William J. Ryan, Douglas B. Kruger
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FOR all nominees listed WITHHOLD AUTHORITY to (INSTRUCTIONS: To withhold authority to
(except as marked to the vote for all Nominees listed vote for any individual nominee write that
contrary) nominee's name in the line provided below).
[ ] [ ]
====================================================================================================================
</TABLE>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THIS MEETING. THIS PROXY, WHEN PROPERLY EXECUTED,
WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF
NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL.
PLEASE SIGN EXACTLY AS NAME
APPEARS HEREON.
Dated:______________________ ___________________________________
(Signature)
___________________________________
(Signature if held jointly)
When shares are held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in partnership name
by authorized person. Please note any change in your address alongside the
address as it appears in the proxy.
PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
-10-
<PAGE> 14
FOR IMMEDIATE RELEASE
---------------------
ANGSTROM TECHNOLOGIES, INC. ANNOUNCES
RECORD SECOND QUARTER SALES AND RECEIPT
OF TWO ADDITIONAL PATENTS
ERLANGER, KENTUCKY, June 15, 1998: Angstrom Technologies, Inc., a Delaware
corporation (OTC bulletin board: AGTT and AGTTP) today announced results of
operations for its second quarter ending April 30, 1998. The Company's net sales
of $672,358 for the second quarter represents the largest single quarter sales
in the Company's history. The Company's net sales for the six months ended April
30, 1998 were $869,232 compared to $855,979 for the comparable six month period
of the prior fiscal year. Daniel A. Marinello, Chief Executive Officer, stated
that expansion of its ultraviolet technology product applications base was
responsible for the second quarter's improved revenues which offset lower net
sales in the first quarter of fiscal 1998 (compared to the first quarter of
fiscal 1997). The Company also announced that it has received two additional
patents from the U.S. Patent Office during the second quarter. These patents
bring the Company's patent total up to nine.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
- -------------------------------------------------------------------------------------------------------------------
April 30, 1998 April 30, 1997 April 30, 1998 April 30, 1997
-------------- -------------- -------------- --------------
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales $ 672,358 $ 433,183 $ 869,232 $ 855,979
- -------------------------------------------------------------------------------------------------------------------
Cost of Sales 201,729 129,293 307,430 248,743
- -------------------------------------------------------------------------------------------------------------------
Gross Profit 470,629 303,890 561,802 607,236
- -------------------------------------------------------------------------------------------------------------------
Selling, General and 227,473 225,463 396,146 452,828
Administrative Expenses
- -------------------------------------------------------------------------------------------------------------------
Interest Income 4,750 12,595 12,674 19,776
- -------------------------------------------------------------------------------------------------------------------
Interest Expense (1,769) (2,583) (3,751) (5,355)
- -------------------------------------------------------------------------------------------------------------------
Loss on Security Sale (190) --- (190) ---
- -------------------------------------------------------------------------------------------------------------------
Net Income Before Income 245,947 88,439 174,389 168,829
Taxes
- -------------------------------------------------------------------------------------------------------------------
Less Preferred Dividend (52,119) (54,819) (105,559) (109,600)
Requirement
- -------------------------------------------------------------------------------------------------------------------
Net Income Applicable to 193,828 33,620 68,830 59,229
Common Stockholders
- -------------------------------------------------------------------------------------------------------------------
Net Income per Share .01 --- --- ---
- -------------------------------------------------------------------------------------------------------------------
Weighted Average Number 23,292,651 22,537,466 23,282,856 22,512,045
of Shares Outstanding
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 15
Angstrom Technologies, Inc. is engaged in the development, manufacture and sale
of Electro-Optical Control Systems, consisting of an ultraviolet optical scanner
and invisible fluorescent chemical compounds. The Company markets applications
in the document security field, such as identification of counterfeit checks and
negotiable instruments and verification of credit cards and other identification
documents. The Company's products are also, and have historically been, geared
for use by the pharmaceutical and automobile parts manufacturing industries in
connection with a variety of functions including: label verification, quality
control, inspection, alignment, adhesive tracing, safety seal verification,
sorting, automatic identification, passport security and postal label sorting.
This press release contains certain forward-looking statements within the
meaning of the Securities Act of 1933 (as amended) and the Securities Exchange
Act of 1934 (as amended), which are intended to be covered by the safe harbors
created thereby. Factors that could cause actual results to differ include, but
are not limited to, technological changes, cancellation of orders, competition
and other market factors.
FOR FURTHER INFORMATION CONTACT: Daniel A. Marinello, Chief Executive Officer,
Angstrom Technologies, Inc., 1895 Airport Exchange Boulevard, Suite No. 110,
Erlanger, Kentucky 41018; telephone number: (800) 543-7358.
