PROCARE INDUSTRIES, LTD. ANNUAL MEETING
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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ProCare Industries, Ltd.
----------------------------------------------
(Name of Registrant as Specified in its Charter)
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 the 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:
- --------------------------------------------------------------------------------
(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PROCARE INDUSTRIES, LTD.
1960 White Birch Drive
Vista, California 92083
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 24, 1999
---------------------------
To Our Shareholders:
The Annual Meeting of Shareholders of ProCare Industries, Ltd., a Colorado
corporation ("Company"), will be held at 1960 White Birch Drive, Vista,
California 92083 on May 24, 1999 at 10:00 a.m., Pacific Daylight Time, for the
purpose of considering and acting upon the following:
(1) The election of three directors;
(2) To approve and adopt a one for one hundred (1 for 100) reverse split of
outstanding shares of the Company's common stock, to be effective on the first
business day following the shareholders meeting;
(3) To authorize the Board of Directors to change the name of the Company
to any proper name selected by the directors and to cause the Articles of
Incorporation of the Company to be amended to effect the change of name;
(4) To approve a plan of quasi-reorganization pursuant to which the Company
shall restate the financial accounts for the Company to eliminate its additional
paid-in capital and retained earnings deficit incurred before December 31, 1998;
(5) Such other matters as may properly come before the meeting or any
adjournment thereof.
On shareholders of record at the close of business on April 26, 1999 are
entitled to notice of and to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
ROBERT W. MARSIK
Corporate Secretary
Vista, California
May 11, 1999
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THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE
MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED, POSTAGE PREPAID, ADDRESSED ENVELOPE. THE GIVING OF A PROXY WILL
NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
PROCARE INDUSTRIES, LTD.
1960 White Birch Drive
Vista, California 92083
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be Held May 24, 1999
The enclosed proxy is solicited by and on behalf of the Board of Directors
of ProCare Industries, Ltd. ("Company") for use at the Company's Annual Meeting
of Shareholders to be held at 10:00 a.m., Pacific Daylight time, at 1960 White
Birch Drive, Vista, California 92083 on May 24, 1999 and at any adjournment
thereof. It is planned that this Proxy Statement and the accompanying Proxy will
be mailed to the Company's shareholders on or about May 11, 1999.
Any person signing and mailing the enclosed Proxy may revoke it at any time
before it is voted by giving written notice of the revocation to the Company's
corporate secretary or by voting in person at the meeting.
VOTING SECURITIES, PRINCIPAL SHAREHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT
All voting rights are vested exclusively in the holders of the Company's no
par value common stock with each share entitled to one vote. Cumulative voting
in the election of directors is not permitted. Only shareholders of record at
the close of business on April 26, 1999 (the "Record Date") are entitled to
notice of and to vote at the meeting or any adjournments thereof. On the Record
Date the Company had 76,659,919 shares outstanding.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows as of the Record Date, the shares of the
Company's no par value common stock, its only class of equity securities,
beneficially owned by (i) each person who beneficially owned more than 5% of the
outstanding shares with the address of each such person, (ii) each of the
Company's directors and (iii) by all of the Company's officers and directors as
a group:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership(1) of Class
- ------------------- ---------------------- --------
<S> <C> <C>
Robert W. Marsik ................................ 40,798,500 53.2%
1960 White Birch Drive
Vista, California 92083
1
<PAGE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership(1) of Class
- ------------------- ---------------------- --------
<S> <C> <C>
Allan Bergenfield ............................... 2, 234,000 2.9%
12000 Trailridge Drive
Potomac, MD 20854
Joseph V. Rizzo ................................. 2,000,000 2.6%
1955 Bird Ave.
San Jose, CA 95125
Directors and Executive ......................... 44,032,500 57.4%
Officers as a Group
(one person)
</TABLE>
- ----------------
(1) Beneficial owners listed have sole voting and investment power
with respect to the shares.
ELECTION OF DIRECTORS
The Company's Bylaws provide for a Board of Directors consisting of three
directors. The persons named in the enclosed form of Proxy will vote the shares
represented by such Proxy for the election of the three nominees for director
named below. If, at the time of the meeting, any of these nominees shall become
unavailable for any reason, which event is not expected to occur, the persons
entitled to vote the proxy will vote for such substitute nominee or nominees, if
any, as they determine in their discretion. If elected, the nominees for
director will hold office until the next annual meeting of shareholders which,
it is anticipated, will be held during 2000, or until their successors are
elected and qualified. The nominees for director, each of whom has consented to
serve if elected, are as follows:
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<TABLE>
<CAPTION>
Director
Name of Nominee Since Age Principal Occupation for Last Five Years
- --------------- ----------- --- ----------------------------------------
<S> <C> <C> <C>
Robert W. Marsik ........................ 1983 53 Founder of ProCare and an executive officer and
(Chairman of the Board of Directors, director of the Company since inception. On May
Chief Executive, Financial and 17, 1993, he was appointed a director and
Accounting Officer, President and executive officer of America's Coffee Cup, Inc.
Treasurer) On December 18, 1997, he resigned all positions
with that entity to pursue other business
interests and has acted as an independent
business consultant until the present. Mr.
Marsik graduated in 1970 from the University of
Maryland at College Park, Maryland, with a
degree in Business Administration/Marketing.
Allan Bergenfield ....................... 1987 57 Director of the Company since March 1987. He is
the President and principal owner of Mid
Atlantic Manufactures Brokers, Inc. which is a
regional sales and marketing company servicing
primarily the Eastern Seaboard portion of the
United States and provides sales, broker and
marketing services for numerous personal care
manufacturing companies. He established this
business in 1985 after resigning a position as
Senior Vice President of Marketing for
Minnetonka Inc. a manufacturer of health and
beauty aids.
Joseph V. Rizzo ......................... 1983 67 Director of the Company from inception until his
resignation in 1987 and since May 1998 through
the present. Mr. Rizzo is retired and resides in
San Jose California. During his executive career
he held positions of Vice President and
President of numerous electronic and
manufacturing companies, most recently with D.
B. Products from 1990 through 1996, and prior to
that with Oak-Mitsui Corporation.
</TABLE>
The executive officers of the Company, all of whom are named above, are
elected annually at the first meeting of the Company's Board of Directors held
after each Annual Meeting of Share holders. Each executive officer shall hold
office until his successor duly is elected and qualified or until his
resignation or removal in the manner provided by the Company's Bylaws.
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DIRECTORS AND COMMITTEE MEETINGS
During the fiscal year ended December 31, 1998, the directors of the
Company had three directors meetings, all of which were pursuant to unanimous
written consent by all of the incumbent directors.
EXECUTIVE COMPENSATION
None of the Company's executive officers presently receives any salary or
other compensation or benefits. No compensation has been paid to any officer or
director of the Company since 1990. Mr. Marsik, the Chief Executive Officer has
received no compensation or other benefits from the Company during any of the
last three fiscal years.
CERTAIN TRANSACTIONS
In November 1998, the Board of Directors approved the issuance of
40,000,000 shares of it's common stock, which had no market value, to the three
directors of the Company for approximately $4,000 in expenses advanced on behalf
of the Company and for services provided in connection with reactivation of the
Company and reestablishing the Company as a Colorado corporation in good
standing. The share certificates were issued on January 29, 1999 as follows:
36,000,000 shares to Robert Marsik, and 2,000,000 shares each to Allan
Bergenfield and Joseph Rizzo. Following this issuance, there were 76,659,919
shares issued and outstanding.
PROPOSAL TO AUTHORIZE REVERSE STOCK SPLIT
The Board of Directors (the "Board") has approved and has unanimously
recommended that shareholders authorize the Board to effect a reverse stock
split of outstanding common stock. The reverse stock split is described in a
Plan of Recapitalization attached as Exhibit A (the "Plan"). Upon approval of
the Plan by the holders of a majority of outstanding shares at the shareholder
meeting, a 1 for 100 reverse stock split will be approved, to be effective on
the first business day following the date of the shareholders meeting.
The Company's Articles of Incorporation presently authorize 100,000,000
shares of no par value common stock. The proposed Plan would not reduce the
number of authorized shares. Specifically, the Plan provides in part as follows:
A. Reverse Split Ratio. A reverse split of 1 for 100 (i.e., each 100 shares
outstanding are committed to be issued before the reverse split would, after the
Effective Date as defined below, represent one share).
B. Reverse Share Split. All shares of no par value common stock of the
Company outstanding prior to the Record Date shall, from and after the Effective
Date, be combined into a lesser number of shares determined by multiplying the
outstanding shares times a fraction, of which the numerator is one and the
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<PAGE>
denominator is 100 ( for example, the fraction would be: 1/100 and 1,000 shares
outstanding before the Effective Date would be reduced to 10 shares after the
Effective Date).
If shareholders approve the Plan of Recapitalization, the shareholders will
be authorizing a reverse stock split of 100 into 1.
In proposing that the shareholders approve adoption of the Plan of
Recapitalization the Board of Directors concluded that the 76,659,919 shares of
the Company's common stock outstanding as of the record date are too many for a
publicly held corporation of the Company's size. It is anticipated that a
reverse split is necessary to allow for the acquisition by the Company of a
business opportunity or other corporation. If the reverse stock split is not
approved, it may prove to be much more difficult and time consuming to
effectuate an acquisition of a business opportunity by the Company. The
effective date for a reverse stock split shall be the second business day
following the shareholders meeting.
The Board of Directors believes that the Company's common stock may be of
interest to a larger number of brokers and private investors if the reverse
split is effected. No market presently exists for the Company's common stock;
however, it is anticipated that the proposed reverse stock split may lead to the
establishment of a market for the Company's common stock. The Board of Directors
is aware that it is possible that the reverse stock split instead may have an
adverse effect on the market demand for the Company's Common stock because there
will be a smaller number of shares outstanding. There can be no assurance that a
market will develop for the stock. If a market develops, any adverse effect on
market demand for Company Stock may persist.
If the Company's shareholders approve the proposal described above, the
shares of the Company's common stock outstanding on the Record Date would be
reduced from 76,659,919 to approximately 766,599 shares prior to the issuance of
any additional shares for fractional shares as described below. The number of
shares which the Company is authorized to issue will not be affected. As of the
Record Date, there were 2,115 shareholders of record and it is anticipated that
there will be the same number of shareholders of record following the stock
split, if approved. A majority of all outstanding shares voting in favor of this
resolution is necessary for approval.
The Plan of Recapitalization attached as Exhibit A sets forth the procedure
by which certificates representing shares of the Company's outstanding common
stock may be surrendered for certificates representing shares of the Company's
no par value common stock. No fraction of a share of the Company's no par value
Common stock will be issued and, in lieu thereof fractional shares otherwise
issuable to shareholders will be rounded up to the next whole share. It is not
anticipated that any shareholder of the Company will be eliminated as a result
of the disallowance of fractional shares.
The directors of the Company will be authorized to abandon the Plan of
Recapitalization without a further vote of shareholders if the directors
conclude that such action would be in the best interest of the Company and its
shareholders. Such action by directors is not anticipated; however, the
provision has been included in the Plan to afford maximum flexibility to the
Company. The directors might abandon the Plan, for instance, upon the advice of
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<PAGE>
an investment banker or if required in order to make some acquisition or other
transaction. The Company presently has no indication that any such event will
occur.
Shareholder Approval
To be approved, the directors must receive the affirmative vote of the
holders of a majority of the outstanding shares of the Company's common stock.
Together, the Board of Directors beneficially owns shares constituting more than
a majority of the outstanding voting stock and all shares owned by the directors
will be voted in favor of the Plan. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL OF THE REVERSE STOCK SPLIT AND ADOPTION OF THE PLAN OF
RECAPITALIZATION. PROXIES WILL BE VOTED ACCORDINGLY UNLESS SHAREHOLDERS SPECIFY
A CONTRARY CHOICE ON THE FORM OF PROXY.
PROPOSAL TO CHANGE NAME
The Company's Board has approved and unanimously recommended that the
shareholders authorize the Board to effect a change of the name of the Company
to a name to be selected in the discretion of the directors at such time as the
Company has made a business combination with another business or entity. Upon
approval of the plan to change the name by the shareholders at the meeting, the
Board will be authorized at any time during the three years following the
meeting to adopt a new name for the Company. To effect the name change, the
Board shall be authorized to complete, and the Company shall file an Amendment
to the Company's Articles of Incorporation. As amended, Article FIRST shall read
and provide as follows:
"FIRST: The name of the Corporation shall be _____________________."
[Blank to be completed prior to filing.]
The remaining portions of the Articles of Incorporation of the Company
shall remain unchanged.
In proposing that the shareholders approve the plan to change the name of
the Company, the Board determined that it is likely that if the Company acquires
another business or another entity, it is likely that it will be recommended
that the Company change the name to a new name compatible with the new business
or entity. To officially change the name of the Company it will be necessary to
amend the Articles of Incorporation of the Company which requires a vote of
shareholders. In order to avoid calling a second meeting of shareholders of the
Company and to permit the Board to select a new name and to formally effect a
change, it is recommended that shareholders approve the proposal to authorize
the Board, in its discretion, to select a new name and to formally amend the
Articles of Incorporation of the Company.
A majority of all outstanding shares voting in favor of this resolution is
necessary for approval. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
APPROVAL OF THE CHANGE OF NAME AND AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION. PROXIES WILL BE VOTED ACCORDINGLY UNLESS SHAREHOLDERS SPECIFY A
CONTRARY CHOICE ON THE FORM OF PROXY.
6
<PAGE>
PROPOSAL TO ADOPT QUASI-REORGANIZATION
AND RESTATE THE FINANCIAL STATEMENTS
The Board of Directors has proposed that the shareholders approve a
quasi-reorganization to eliminate the accumulated deficit from the Company's
balance sheet. As of December 31, 1998, the Company's balance sheet included
accumulated deficit of $4,390,823 (accumulated from inception of the Company).
On the balance sheet, accumulated deficit is offset by stated capital and
additional paid-in capital which, together, total $4,390,823, and which offsets
the accumulated deficit. The Company's balance sheet includes no assets or
liabilities, no surplus and no shareholders' equity. The Board of Directors has
proposed that the accumulated deficit account and the capital accounts be
eliminated in a quasi-reorganization. The result of such quasi-reorganization
following the modification of the capital and the accumulated deficit accounts,
would be that the Company would continue to have no assets, no liabilities and
no shareholders' equity (as the pre-reorganization balance sheet presently
reflects) and there would be no balance in the Company's capital accounts nor
the accumulated deficits/retained earnings accounts.
The Board of Directors believes that this procedure is appropriate under
the circumstances. In the first place, substantially all of the deficit was
incurred 10 or more years ago prior to the Company becoming inactive. Leaving
the capital accounts and accumulated accounts on the Company's balance sheet
would tend to become misleading in future years as the Company enters another
business or acquires other entities. The Board of Directors believes that the
Company qualifies for the quasi-reorganization described herein under certain
provisions of accounting rules and procedures applicable to the Company.
The quasi-reorganization will become effective retroactively as of January
1, 1999, assuming that holders of a majority of the outstanding common stock
vote to approve the quasi-reorganization at the shareholders meeting. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE QUASI-REORGANIZATION AND
PROXIES WILL BE VOTED ACCORDINGLY UNLESS SHAREHOLDERS SPECIFY A CONTRARY CHOICE
ON THE FORM OF PROXY.
COMPANY ACCOUNTANTS
Harlan & Boettger, P.C. was the Company's independent auditor for the
fiscal years ended December 31, 1997 and 1998. The Board of Directors of the
Company may select that firm or some other qualified firm as the Company's
independent auditor for the fiscal year ending December 31, 1999. A
representative of Harlan & Boettger, P.C. is expected to be present at the
Annual Meeting of Shareholders and have the opportunity to make a statement if
he so desires. Such representative is also expected to be available to respond
to appropriate questions at that time.
1998 ANNUAL REPORT ON FORM 10-KSB
SHAREHOLDERS WHO WISH TO OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S
1998 ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION SHOULD ADDRESS A WRITTEN REQUEST TO ROBERT W. MARSIK, PRESIDENT, AT
THE COMPANY'S ADDRESS SHOWN AT THE BEGINNING OF THIS PROXY STATEMENT.
7
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals for inclusion in the Company's proxy materials
relating to the next annual meeting of shareholders must be received by the
Company on or before February 1, 2000.
SOLICITATION OF PROXIES
The cost of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to shareholders, will be borne by the Company.
Solicitations will be made only by use of the mails, except that, if necessary
to obtain a quorum, officers and regular employees of the Company may make
solicitations of proxies by telephone or telegraph or by personal calls.
Brokerage houses, custodians, nominees and fiduciaries will be requested to
forward the proxy soliciting material to the beneficial owners of the Company's
shares held of record by such persons and the Company will reimburse them for
their charges and expenses in this connection.
OTHER BUSINESS
The Company's Board of Directors does not know of any matters to be
presented at the meeting other than the matters set forth herein. If any other
business should come before the meeting, the persons named in the enclosed form
of Proxy will vote such Proxy according to their judgment on such matters.
ROBERT W. MARSIK
Corporate Secretary
Vista, California
May 11, 1999
8
<PAGE>
Exhibit A
PLAN OF RECAPITALIZATION
Plan for Reverse Stock Split. Upon approval by shareholders in the manner
specified in the Colorado Business Corporation Act, the Board of Directors
("Board") of ProCare Industries, Ltd. (the "Company") shall be authorized to
effect a reverse stock split of all outstanding shares of the Company's stock at
any time within three years from the time of approval. To effect the reverse
stock split hereby approved, the Board shall be and hereby is authorized to
cause the following steps to be taken.
A. Reverse Split Ratio. A reverse split of 1 for 100 (i.e., each 100 shares
outstanding are committed to be issued before the reverse split would, after the
Effective Date as defined below, represent one share).
B. Reverse Share Split. All shares of no par value common stock of the
Company outstanding prior to the Record Date shall, from and after the Effective
Date, be combined into a lesser number of shares determined by multiplying the
outstanding shares times a fraction, of which the numerator is one and the
denominator is 100 ( for example, the fraction would be: 1/100 and 1,000 shares
outstanding before the Effective Date would be reduced to 10 shares after the
Effective Date).
C. No Fractional Shares. No fraction of a share of the Company's no par
value common stock will be issued as a result of such reverse stock split and
exchange. In lieu thereof, all fractional shares will be rounded up to the next
higher number of whole shares and the shareholder who would otherwise be
entitled to a fraction of a share will be issued one share in lieu thereof.
D. Exchange of Share Certificates. On or after the first business day
following approval of this Plan by shareholders (the "Effective Date" of the
reverse stock split), each holder of a certificate or certificates, which prior
thereto represented outstanding shares of the Company's no par value common
stock, will be given instructions to surrender the same to the Company's
transfer agent which shall act as the exchange agent to effect the exchange of
certificates and each such shareholder shall be entitled upon surrender to
receive (on payment of exchange, handling and delivery charges) in exchange
therefor, a certificate representing one share of the Company's no par value
common stock for each of the appropriate number of shares of common stock
previously owned and any additional shares issuable as a result of the rounding
described in the preceding paragraph.
E. Old Certificates to Represent No Par Value Stock Until Exchanged. Until
so surrendered, each outstanding certificate which, prior to the Effective Date
represented shares of common stock shall continue to represent the appropriate
number of post-reverse split shares until such time as an exchange of share
certificates shall have been effected.
F. Abandonment. The Board of Directors may abandon the Plan of
Recapitalization in its discretion at any time prior to the Effective Date.
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<PAGE>
PROXY
PROCARE INDUSTRIES, LTD.
1960 White Birch Drive
Vista, California 92083
ANNUAL MEETING OF SHAREHOLDERS
To be Held May 24, 1999
This proxy is solicited by the BOARD OF DIRECTORS OF PROCARE INDUSTRIES,
LTD. (the "Board of Directors" and the "Company," respectively), which is asking
that you appoint Robert W. Marsik, Chairman of the Board of Directors, Chief
Executive, Financial and Accounting Officer, President and Treasurer and a
director of the Company, as your proxy with full power of substitution under the
premises therein. The Board of Directors asks that you authorize the proxy to
represent you at the annual meeting of shareholders of the Company to be held on
Monday, May 24, 1999, at 10:00 a.m., Pacific Daylight Time, or any adjournment
thereof, and further asks that you authorize the proxy to vote for the following
as proposed by the Board:
(1) The election of three director nominees listed below:
ROBERT W. MARSIK ALLAN BERGENFIELD JOSEPH V. RIZZO
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) To approve and adopt a one for one hundred (1 for 100) reverse split of
outstanding shares of the Company's common stock to be effective on the first
business day following the shareholders meeting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) To authorize the Board of Directors to change the name of the Company
to any proper name selected by the directors and to cause the Articles of
Incorporation of the Company to be amended to effect the change of name.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) To approve a plan of quasi-reorganization pursuant to which the Company
shall restate the financial accounts for the Company to eliminate its additional
paid-in capital and retained earnings deficit incurred before December 31, 1998
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(5) Grant the proxy the authority to act in his discretion with respect to
such other matters as may properly come before the meeting or any adjournment
thereof.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). UNLESS OTHERWISE INSTRUCTED ABOVE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING FOR ELECTION OF THE
NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD OF DIRECTORS AND FOR THE OTHER
MATTERS PRESENTED BY THE BOARD OF DIRECTORS.
It is understood that this Proxy confers discretionary authority in respect of
matters not known or determined at the time of the mailing of the Notice of
Annual Meeting of Shareholders to the undersigned.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and the Proxy Statement furnished therewith.
Dated and Signed: Dated and Signed:
, 1999 , 1999
---------------------- ------------------------
--------------------------------- ------------------------------
Signature of Shareholder Signature of Shareholder
--------------------------------- ------------------------------
Name Printed Name Printed
Signature(s) should agree with the name(s) on certificates
representing the shares. Executors, administrators, trustees,
guardians and attorneys should so indicate when signing. Attorneys
should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE SIGN AND
RETURN THIS PROXY TO ROBERT W. MARSIK, 1960 WHITE BIRCH DRIVE, VISTA, CALIFORNIA
92083. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.
10
