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] Revised Preliminary Proxy Statement No. 2
[ ] 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.
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(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.
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(1) Title of each class of securities to which the transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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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PROCARE INDUSTRIES, LTD.
1960 White Birch Drive
Vista, California 92083
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on July 6, 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 July 6, 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 June 17, 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
June 24, 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 July 6, 1999
The enclosed proxy is solicited by and on behalf of the Board of Directors
(the "Board") 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 July 6, 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 June
24, 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 June 17, 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.
Because the directors collectively own more than a majority of the
outstanding common stock, the Company's only securities, approval of
management's proposals described in this Proxy Statement is assured.
Shareholders of the Company will have no dissenter's rights with respect to any
of the proposals described in this Proxy Statement.
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:
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<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
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>
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(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. The directors intend to vote for the listed nominees; therefore,
their election is assured. 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 Board held after each Annual
Meeting of Shareholders. 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 Board had three
directors meetings, all of which were special meetings held pursuant to
unanimous written consent by all of the incumbent directors. The Board has no
standing audit, nominating or compensation committees.
CERTAIN TRANSACTIONS
In November 1998, the Board 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
shares 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. The
number of shares issued in satisfaction of the advances was arbitrarily
determined, based primarily on the number of previously outstanding shares in
order to assure that the directors who risked their time and resources in
attempting to reestablish the Company would have voting control. The Board
concluded that the shares essentially had no value based on the fact that there
was no trading market, nor had there been a trading market since approximately
1990, the Company had no assets, had no audited financial statements and was not
then current in its reporting obligations under the Securities Exchange Act of
1934, as amended, and there was no assurance that the shares would ever have any
value. Following this issuance, there were 76,659,919 shares issued and
outstanding. The Board did not consider whether the terms of the transaction
were comparable to terms which could have been obtained through arms-length
bargaining with an unrelated third party. It is assumed that some unrelated
third party may have been willing to provide the cost advancement and related
services to the Company on terms more beneficial to the Company than terms given
to the 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. However, as described above, Mr. Marsik received
36,000,000 shares and Messrs. Bergenfield and Rizzo 2,000,000 shares each as
reimbursement for expenses advanced on behalf of the Company in reestablishing
the Company. The Company assumed the shares had no market value when issued;
however, the shares may be deemed to constitute compensation to the individuals.
Because there is no market or other criteria available to establish a value and
because the shares are "restricted" as defined under applicable securities laws,
no value was established or assigned. Using the only reported market sales price
for Company stock in 1998, the shares would have had a value of approximately
$36,000 for Mr. Marsik and $2,000 for Messrs. Bergenfield and Rizzo at the end
of 1998.
PROPOSAL TO AUTHORIZE REVERSE STOCK SPLIT
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
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of outstanding shares at the shareholder meeting, a 1 for 100 reverse stock
split will be approved, to be effective on the second 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:
1. Reverse Split Ratio. A reverse split of 1 for 100 (i.e., each 100 shares
outstanding or committed to be issued before the reverse split would, after the
Effective Date as defined below, represent one share).
2. 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).
If shareholders approve the Plan of Recapitalization, the shareholders will
be authorizing a reverse stock split of 100 into 1. The effective date for a
reverse stock split shall be the second business day following the shareholders
meeting.
The Board has concluded that to maximize the value of the Company for its
shareholders, the Company should attempt to locate and acquire, or be acquired
by, another business. The Board believes that a significant number of private
businesses would be interested in a business combination with the Company,
primarily in order to become a public-reporting entity with a market for its
securities. The Company is a public-reporting entity with common stock listed on
the NASD OTC Bulletin Board. As of the date of this Proxy Statement the Company
has no arrangement with any prospective acquisition candidate and the Company is
not in discussion with any potential acquisition candidate.
Although the Company is publicly owned and files periodic reports under the
Securities Exchange Act of 1934, as amended, the Company has no assets and no
present intended business. Accordingly, it is likely that the owners of any
business combined with the Company will expect to receive a large majority of
the outstanding stock.
The Company presently has 100,000,000 authorized shares and 76,659,919
outstanding shares. If the Company reduces the number of outstanding shares with
a reverse stock split, there would then be sufficient available shares to
accommodate a transaction in which the owners of the acquired business own a
majority of the outstanding shares following the combination. Unless the number
of outstanding shares is reduced, the Board believes that it is unlikely that an
acquisition or combination beneficial to Company shareholders can be
accomplished.
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<PAGE>
In proposing that the shareholders approve adoption of the reverse stock
split Plan of Recapitalization the Board also concluded that the very large
number of shares of the Company's common stock outstanding are substantially too
many for a small public corporation. Any trading in Company stock would likely
be at a low price which could discourage market makers or investors.
The Board also 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. Presently there is essentially no trading in the Company's stock and
no liquidity for present shareholders, However, it is anticipated that the
proposed reverse stock split may lead to a more liquid market for the Company's
common stock as there will be a much lower number of shares outstanding and
relatively little public "float." Therefore, market makers and other investors
may be more willing to trade the Company's securities, particularly if an
acquisition or business combination can be completed. The Board expects that a
market price for Company stock would be higher, because there would be fewer
available shares as a result of the reverse split, but no assurance can be made.
The Board is aware that it is possible that the reverse stock split instead may
have an adverse effect on market demand for the Company's common stock because
of the smaller number of shares outstanding. There can be no assurance that an
active market will develop for the stock. If a market develops, any adverse
effect on market demand for Company Stock may persist.
The smaller public float which will result from the reverse stock split
could adversely affect the interests of common shareholders, especially until
and unless a business combination is effected. Such adverse consequences could
include reduced liquidity due to fewer shares available to market makers, even
less liquidity in the market, odd lot amounts of shares held by many
shareholders, and lack of interest in securities of the Company. Also,
historically market prices of stock of many small companies often fall in months
following a reverse split. However, the Board believes that, since the common
stock had no market or value before the Company was reestablished by the Board,
and presently has no reported trading or market price, these potential problems
are outweighed by the possibility that the shares held after the reverse split
could appreciate at some time in the future if an acquisition or combination is
completed.
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 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. A majority
of all outstanding shares voting in favor of this resolution is necessary for
approval. The Plan of Recapitalization will be approved by the vote of the
directors.
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 the reduced number of
shares of the Company's 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 higher whole
share. It is not anticipated that any shareholder of the Company will be
eliminated as a result of the disallowance of fractional shares.
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<PAGE>
The Board will be authorized to abandon the Plan of Recapitalization prior
to the effective date 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 the Board 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
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.
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 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 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 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 would 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
would remain unchanged. If an amendment to the Articles of Incorporation is not
filed no name change would be effected.
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, or is acquired by, 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. 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
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<PAGE>
formally amend the Articles of Incorporation of the Company. It is likely that
such a new name would be selected when, and if, a business acquisition or
combination is proposed and that the name would also be acceptable to the owners
of the business.
A majority of all outstanding shares voting in favor of this resolution is
necessary for approval. The directors intend to vote their shares in favor of
this proposal and approval is assured. THE BOARD 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.
PROPOSAL TO APPOVE QUASI-REORGANIZATION
AND RESTATE THE FINANCIAL STATEMENTS
The Board has approved and is proposing that the shareholders approve a
quasi-reorganization and restatement of accounts to eliminate the accumulated
deficit from the Company's balance sheet. If approved by the shareholders the
accumulated deficit account and the capital accounts of the Company will be
eliminated in a quasi-reorganization effective January 1, 1999. The Board
selected January 1, 1999 as the retroactive effective date because audits for
the prior two fiscal years have been completed and the cost to revise those
financial statements at this time would not be cost effective to the Company.
Also, restating certain accounts for 1999 and thereafter will permit more
accurate tracking of operating results in future years.
As of December 31, 1998, the Company's balance sheet included accumulated
deficit of $4,394,823 (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 $4,394,823, and which offsets the
accumulated deficit. The Company's balance sheet includes no assets or
liabilities, no surplus and no shareholders' equity. The applicable portion of
the balance sheet at December 31, 1999 reflects the following:
Stated capital $ 3,179,975
Additional paid in capital 1,215,028
Accumulated deficit (4,394,823)
Shareholders' equity - 0 -
As restated in the quasi-reorganization, the applicable portion of the balance
sheet at January 1, 1999 will reflect:
Stated capital - 0 -
Additional paid in capital - 0 -
Accumulated deficit - 0 -
Shareholders' equity - 0 -
As seen above, the result of the quasi-reorganization and modification of the
capital and accumulated deficit accounts, will be that the Company will continue
to have no assets, no liabilities and no shareholders' equity (as the
pre-reorganization balance sheet presently reflects) and there will be no
balance in the Company's capital accounts nor the accumulated deficits/retained
earnings accounts.
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The Board concluded that this procedure is appropriate under the Company's
circumstances. In the first place, substantially all of the deficit was incurred
10 or more years ago prior to the Company becoming inactive. The Company
presently has no assets and leaving the capital accounts and accumulated deficit
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 believes that the Company qualifies for the quasi-reorganization
described herein under certain provisions of accounting rules and procedures
applicable to the Company, and applicable state law.
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
restatement of accounts in the quasi-reorganization is not expected to alter the
amount which might, in the future, be available for distribution to the holders
of equity securities. THE BOARD 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, LLP was the Company's independent auditor for the fiscal
years ended December 31, 1997 and 1998. By letter dated May 3, 1999, Harlan &
Boettger, LLP announced that it was resigning as accountants for the Company
effective May 3, 1999. The Independent Auditors' Report on the financial
statements of the Company for each of the past two fiscal years each raised
substantial doubt about the Company's ability to be a going concern and each
report indicated that the financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Neither the Board nor
any audit or similar committee of the Board recommended or sought or approved
the decision of the accountants to resign. The Company had no disagreements with
the former accountants on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the former accountant's satisfaction, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report. No successor auditor has been selected, as the Company expects that if
an acquisition or business combination is completed in 1999, the acquired
business' auditors may be appropriate for selection as auditors for the Company.
The Board of the Company will select some qualified firm as the Company's
independent auditor for the fiscal year ending December 31, 1999. A
representative of Harlan & Boettger, LLP is not expected to be present at the
Annual Meeting of Shareholders.
1998 ANNUAL REPORT ON FORM 10-KSB
A COPY OF THE COMPANY'S 1998 ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS ENCLOSED WITH THIS PROXY STATEMENT.
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SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, some
shareholder proposals which a shareholder believes may be voted on at the annual
meeting may be eligible for inclusion in the Company's Proxy Statement for 2000.
Any such shareholder proposals must be submitted in writing to the Secretary of
the Company no later than February 15, 2000. Shareholders interested in
submitting such a proposal are advised to contact knowledgeable counsel with
regard to the detailed requirements of applicable securities laws. The
submission of a shareholder proposal does not guarantee that it will be included
in the Company's Proxy Statement.
Alternatively, a proposal or nomination that the shareholders does not seek
to include in the Company's Proxy Statement pursuant to rule 14a-8 may be
submitted in writing to the Secretary of the Company before the 2000 annual
meeting of shareholders not less than 45 days nor more than 120 days prior to
the date on which the Company first mailed its proxy materials to shareholders
for the 1999 annual meeting, unless the date of the 2000 annual meeting of
shareholders is advanced by more than 30 days or delayed (other than as result
of adjournment) by more than 30 days from the anniversary of the 1999 annual
meeting. If the 2000 annual meeting is advanced or delayed more than 30 days,
then the submission must be received a reasonable time before the Company mails
its proxy materials to shareholders for the 2000 annual meeting. If the
shareholder does not also comply with applicable requirements, including Rule
14a-4, under the Securities Exchange Act of 1934, the Company may exercise
discretionary voting authority with proxies it solicits to vote in accordance
with the best judgment of the proxy on any such proposal or nomination submitted
by a shareholder.
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 officers
subject to reimbursement from the Company. Solicitations will be made only by
use of the mails, except that, if necessary to obtain a quorum, officers 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 Board 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
June 24, 1999
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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.
1. 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).
2. 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).
3. 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.
4. Exchange of Share Certificates. On or after the second 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 one hundred (100) shares of common stock previously owned
and any additional shares issuable as a result of the rounding described in the
preceding paragraph.
5. Old Certificates to Represent Post-Split 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.
6. Abandonment. The Board of Directors may abandon the Plan of
Recapitalization in its discretion at any time prior to the Effective Date.
11
<PAGE>
PROXY
PROCARE INDUSTRIES, LTD.
1960 White Birch Drive
Vista, California 92083
ANNUAL MEETING OF SHAREHOLDERS
To be Held July, 6 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
Tuesday, July 6, 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 of Directors:
(1) The election of three director nominees listed below:
ROBERT W. MARSIK FOR [ ] AGAINST [ ] ABSTAIN [ ]
ALLAN BERGENFIELD FOR [ ] AGAINST [ ] ABSTAIN [ ]
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 stated
capital, additional paid-in capital and retained earnings deficit accounts as
they existed January 1, 1999.
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.
