<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12.
</TABLE>
ANGSTROM TECHNOLOGIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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)(1) 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 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> 2
ANGSTROM TECHNOLOGIES, INC.
1895 Airport Exchange Boulevard
Suite No. 110
Erlanger, KY 41018
Notice of Annual Meeting of Stockholders
To be Held on December 6, 1999
----------------------------------
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, December 6, 1999, 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 directors to serve for the ensuing year and until their
successors are duly elected and qualified;
(2) To consider compensation and stock option plans for Company executives;
(3) To consider a compensation plan for outside directors; and
(4) 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 November 1, 1999 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 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: November 1, 1999
<PAGE> 3
ANGSTROM TECHNOLOGIES, INC.
1895 AIRPORT EXCHANGE BOULEVARD
SUITE NO. 110
ERLANGER, KY 41018
--------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 6, 1999
--------------------
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,
December 6, 1999 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 the accompanying materials will first be mailed to
stockholders on or about November 5, 1999.
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 November 1, 1999 (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 31, 1999, there were issued and
outstanding 24,065,558 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> 4
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, and (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 beneficiary owners. The costs of this solicitation are 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)(9) 13.99%
2 Robin Hill Road
North Caldwell, New Jersey 06006
</TABLE>
-2-
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C>
Louis Liang(3) 1,535,000(5) 6.37%
William J. Ryan(3) 1,300,000(6) 5.40%
Douglas Kruger(3) 675,000(7) 2.80%
Vivek Dutta(3) 100,000(4) Less than 1%
All officers and directors as a group 3,610,000(8) 15%
(four persons)
- --------------------
</TABLE>
(1) Based on a total of 24,065,558 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) Exercisable only after one (1) year.
(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 125,000 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.
(9) Information regarding Mr. Koock's Amount of Beneficial Ownership was
unavailable at the time of printing.
MEETINGS AND COMMITTEES OF THE BOARD
- ------------------------------------
The Board of Directors held five (5) meetings during the fiscal year
commencing November 1, 1998 and ending October 31, 1999. A meeting was held on
August 2, 1999. Daniel A. Marinello resigned as President, Chief Executive
Officer and Chief Financial Officer of the Company. All of the members of the
Board were present at the meeting and accepted Mr. Marinello's resignation.
-3-
<PAGE> 6
At the other four meetings, all members of the Board attended either by
telephone or in person except for the July 19, 1999 meeting where William Ryan
was unavailable. At the September 8, 1999 meeting, Dr. Vivek Dutta was asked to
join the Board of Directors by unanimous consent.
During the meeting of September 8, 1999, all members were present via a
telephone conference call. A motion was made for a resolution to present an
Executive Stock Compensation Package to the shareholders for ratification. The
terms were as follows: William Ryan - 100,000 shares; D.B. "Krug" Kruger -
100,000 shares; Louis Liang - 300,000 shares. Though not discussed at that
meeting, it is the intent of the Board that these shares are only exercisable
one (1) year from the date of grant.
The Board also met on August 5, 1999. All of the Directors were present
via telephone conference call. A motion was made to compensate Outside Directors
$1,000.00 per meeting attended in person and $500.00 for every meeting attended
via conference call. Outside Directors will also be granted options to purchase
up to 50,000 shares of stock per year, exercisable after one (1) year. The
Motion passed unanimously and will be effective after ratification by the
Shareholders.
RELATED TRANSACTIONS
Since November 1, 1994 Messrs. Ryan and Liang have been employed under
the terms and conditions of an Executive Employment Agreement.(1) 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.
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.
Pursuant to Employment Agreement, the Company paid royalties of
$5,555.57 in fiscal 1998 to Messrs. Liang, Ryan and Marinello. The Employment
Agreement is incorporated into the Company's 10K-SB. This was based on the
following bonus percentages set out in the 1994 Employment Agreement.
Team Member Bonus %
----------- -------
Louis Liang 1.75%
William Ryan 1.75%
Daniel Marinello 1.50%
-4-
<PAGE> 7
Due to Mr. Marinello's resignation, the bonus percentage will be amended to the
following:
Team Member Bonus %
----------- -------
Louis Liang 2-1/2%
William Ryan 2-1/2%
(1) Prior to his resignation August 2, 1999, Daniel Marinello was also a
part of this Agreement
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
NAME TITLE
---- -----
Douglas B. Kruger Secretary/Director
Louis Liang Interim President/CEO and Director
William J. Ryan Executive Vice President/Interim Chief
Financial Officer/Director
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. The Company believes that all of its officers, directors have
complied with all filing requirements applicable to them with respect to
transactions during the 1998 Fiscal Year. At the time of the filing, the Company
is without knowledge regarding any filings by Kenneth Koock.
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.
-5-
<PAGE> 8
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 1998 ------ 150,000(4) $216,647.37(3)
Chief Executive Officer 1997 ------ ----- $161,256(3)
and Chief Financial 1996 ------ ----- $ 94,169(3)
Officer(1)
</TABLE>
(1) Commenced to serve as such on October 28, 1992; resigned August 2,
1999.
(2) Options covering 1,000,000 shares at a price of $.125 per share were
granted in November, 1994.
(3) Comprised of commission and royalties.
(4) 150,000 shares were exercised in Fiscal 1998.
EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND MESSRS. LIANG AND RYAN
- -----------------------------------------------------------------------------
The Company and Messrs Liang and Ryan (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.
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
appreciate rights in connection with the granting of stock options. The Plans
are
-6-
<PAGE> 9
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 Plant to Eligible Participants, at a price to be
determined by the option committee, PROVIDED, HOWEVER, that incentive stock
options mist 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 1998, no options were granted to
Company employees under the 1994 Plan.
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 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 tot he 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."
-7-
<PAGE> 10
NOMINEES FOR ELECTION AS DIRECTORS
- ----------------------------------
NAME AGE POSITIONS
- ---- --- ---------
Louis Liang 55 Interim President/CEO and Director
William J. Ryan 60 Executive Vice President/Interim Chief
Financial Officer
Douglas B. Kruger 56 Secretary
Vivek Dutta 51 Chairman of Compensation Committees
Louis Liang has been Interim Chief Executive Officer and President
since August 2, 1999. Mr. Liang has been a Director since February 1, 1994 and
serving as a Consultant to the Company since May 1993. He was also Executive
Vice President-Strategic Business from May 1994 to September 1995. Mr. Liang has
also been active as a technical, business, marketing and management consultant
to companies in the Silicon Valley since 1993. He has been employed, since 1972,
in various capacities in the electronics and semiconductor industries, including
senior management positions dealing with research and development, engineering,
operations, new venture and business development matters for VLSI Technology,
Intel, Fairchild, Raychem and National Semiconductor. Prior thereto, he engaged
in research and development in the Aerospace Industry. Mr. Liang has a BA and an
MS degrees in Applied Physics from the University of California, San Diego and
Santa Barbara Campuses, and is a holder of over twenty-five (25) patents.
William J. Ryan has been Interim Chief Financial Officer and Executive
Vice President since August 2, 1999. Mr. Ryan has been a Director since February
1, 1994, and was also Executive Vice President-Operations from May 1994 to
January 1999. Mr. Ryan has been active as Executive Management Consultant to
several high technology companies since 1992. His responsibilities include
marketing strategy development, product designs and implementing cost effective
manufacturing processes. He also serves as Director to E-Tech Systems, Inc.
since 1996. 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 BS
degree in Mechanical Engineering from the University of Vermont and has
published papers and spoken extensively at executive management and technical
seminars. He is a holder of several patents.
-8-
<PAGE> 11
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
sales in September 1991, he was Chief Executive Officer and sole stockholder of
Concept Surface Corp., a decorative surfacing company located in Florida.
Between 1964 and 1988, he held various positions with IBM Corporation including
as an Executive with the International Procurement Group. Currently, Mr. Kruger
is also a paid business consultant to the company.
Vivek Dutta was nominated a Director and Chairman of the Compensation
Committee in October 1999. Dr. Dutta has been a Consultant to the electronics
and semiconductor industries since April 1999 and from 1989-1992. He was most
recently, Vice President-Worldwide Marketing and Sales for Johnson Matthey.
Since 1984 he has been employed in various capacities in engineering,
manufacturing, business development and marketing for Cirrus Logic, Fairchild
and National Semiconductors. From 1972 to 1981, he worked for Nippon Steel both
in Japan and Brazil. At present, he also serves as an Advisor to the Board of
the Pacific Institute (MITI Think Tank). He is fluent in Japanese, Portuguese,
and Indian. He is an expert on Japanese manufacturing and management systems and
is active in various professional societies. Dr. Dutta received has MS and Ph.D.
degrees in Materials Sciences from the University of California in Berkeley and
was a graduate from University of Roorkee in India. He is a holder of six (6)
patents and has twenty-nine (29) publications in various professional journals
and international conferences.
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 each 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 so desires to do so.
-9-
<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.
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 2000 must be received by the Secretary of
the Company on or before September 30, 2000 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: November 1,1999
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL
MEETING, PLEAS SIGN, DATE AND PROMPTLY RETURN THE
ACCOMPANYING PROXY IN THE ENVELOPE PROVIDED.
<PAGE> 13
PROXY
ANGSTROM TECHNOLOGIES, INC.
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Louis Liang 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 November 1, 1999 at the Annual Meeting of Shareholders to be held
on Monday, December 6, 1999 or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED
ACCOUNT NUMBER ______________________
NO. OF COMMON SHARES ______________________
1. Election of Directors: Vivek Dutta, Douglas B. Kruger, Louis Liang,
William J. Ryan
<TABLE>
<CAPTION>
<S> <C> <C>
FOR all nominees listed (except WITHHOLD AUTHORITY to (INSTRUCTIONS: To withhold
as marked to the contrary) vote for all Nominees listed authority to vote for any individual
nominee write the nominee's name
in the line provided below)
----- ----- ---------------------------------
</TABLE>
2. Ratification of the Board granting of stock options to Directors and
Officers, Outside Directors and enactment of compensation plan for Outside
Directors.. ____ Yes ____ No
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
time 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 THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
-10-
<PAGE> 14
HEMMER, SPOOR, PANGBURN,
DEFRANK & KASSON PLLC
CINCINNATI, OHIO OFFICE FT. MITCHELL KENTUCKY OFFICE
BANK ONE TOWERS SUITE 200
SUITE 624 250 GRANDVIEW
8044 MONTGOMERY ROAD FT. MITCHELL, KENTUCKY 41017
CINCINNATI, OHIO 45236 (606) 344-1188
(513) 794-1188 FAX: (606) 578-3869
FAX: (513) 936-3746
November 12, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Angstrom Technologies, Inc.
--------------------------
Dear Sir or Madam:
Please find enclosed our late filing of the Proxy Statement for
Angstrom Technologies. The Notice of Shareholders meeting, Proxy Statement, and
Proxy Card were mailed to the Shareholders on November 5, 1999.
If you should have any further questions, please do not hesitate to
contact me.
Very truly yours,
/S/ Richard D. Spoor
Richard D. Spoor
