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:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
VENTURIAN CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions 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>
VENTURIAN CORP.
11111 EXCELSIOR BOULEVARD
HOPKINS, MINNESOTA 55343
(612) 931-2500
NOTICE AND PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2000
NOTICE
To the Holders of Common Stock of Venturian Corp:
The Annual Meeting of Shareholders of Venturian Corp. (the "Company")
will be held at the headquarters office of the Company, 11111 Excelsior
Boulevard, Hopkins, Minnesota, on Wednesday, May 10, 2000 at 2:00 p.m.
Minneapolis time, for the following purposes:
1. To elect three directors for a term of three years.
2. To consider and act on such other business as may properly
come before the meeting or any adjournment or adjournments
thereof.
The Company's Board of Directors has fixed the close of business on
April 3, 2000 as the record date for the determination of shareholders entitled
to receive notice of and to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors
Morris M. Sherman
Secretary
April 7, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN YOUR
PROXY CARD.
<PAGE>
PROXY STATEMENT
OF
VENTURIAN CORP.
11111 EXCELSIOR BOULEVARD, HOPKINS, MINNESOTA 55343
TELEPHONE NUMBER (612) 931-2500
Mailing Date: April 7, 2000
ANNUAL MEETING OF SHAREHOLDERS, MAY 10, 2000
This Proxy Statement is furnished to shareholders of Venturian Corp.
(the "Company") in connection with the solicitation by the Board of Directors of
proxies for use at the annual meeting of shareholders to be held at the
headquarters office of the Company, 11111 Excelsior Boulevard, Hopkins,
Minnesota 55343, on May 10, 2000 at 2:00 p.m., local time, and at any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Meeting.
VOTING RIGHTS AND PROCEDURE
Only holders of record of the Company's common stock at the close of
business on April 3, 2000 are entitled to notice of and to vote at the annual
meeting. As of said date, there were outstanding 1,320,039 shares of common
stock. Each share is entitled to one vote at the meeting. Under the Company's
bylaws, 33-1/3 percent of the outstanding shares are required to constitute a
quorum at the meeting. The affirmative vote of a majority of the Common Shares
present, in person or by proxy, and entitled to vote at the annual meeting, is
required to approve the matters mentioned in the foregoing Notice of Annual
Meeting of Shareholders. If a shareholder abstains from voting as to a matter,
then the shares held by such shareholder shall be deemed present at the annual
meeting for determining whether a quorum is present and for purposes of
calculating the vote as to such matter, but will not be deemed to have been
voted in favor of such matter. If a broker returns a "non-vote" proxy,
indicating a lack of authority to vote on a matter, then the shares covered by
such non-vote shall be deemed present at the meeting for purposes of determining
whether a quorum is present but shall not be deemed to be represented at the
meeting for purposes of calculating the vote with respect to such matter.
<PAGE>
ELECTION OF DIRECTORS
The business and affairs of the Company are managed under the direction of its
Board of Directors. The Company's bylaws were amended in 1994 to provide for a
Board of eight directors divided into classes of three, three and two directors,
respectively. The directorships do not run concurrently. Each year the terms of
one class of directors expire. Directors are elected to serve until the term of
their class has expired and a successor is duly elected and qualified.
At the annual meeting, three directors will be elected to hold office
until the annual meeting of shareholders in 2003. The persons named in the
enclosed form of proxy will vote the proxied shares for the election of the
nominees listed below, unless such vote is withheld in the proxy. If, prior to
the meeting, a nominee ceases to be a candidate for election because he is
unable to serve, or for good cause will not serve, the proxied shares will be
voted for a substitute nominee designated by the Chairman of the Board of
Directors. The Board of Directors has no reason to believe that any nominee will
cease to be a candidate prior to the meeting. The affirmative vote of a majority
of shares represented at the meeting in person or by proxy will be required to
elect the nominee for the indicated term. The Board of Directors recommends a
vote FOR election of each Nominee listed below. Set forth below is certain
information concerning the nominees for director and each director whose term of
office will continue after the meeting:
NOMINEES
Principal Occupation or
Director of the
Employment and Other
Nominee (Age) Company Since Directorships Held
- ------------- ------------- -----------------------
DIRECTORS TO BE ELECTED AT THE ANNUAL MEETING
TO BE ELECTED FOR THREE YEAR TERMS EXPIRING ON THE DATE OF THE ANNUAL MEETING OF
SHAREHOLDERS IN 2003:
Morris M. Sherman (64)* May 1988 Secretary of the Company since 1987.
Mr. Sherman has been a partner in
the law firm of Leonard, Street and
Deinard Professional Association for
more than five years.
Charles B. Langevin (54) November 1990 Mr. Langevin was named President of
Napco International Inc., a
wholly-owned subsidiary of the
Company, in 1996. Previously, Mr.
Langevin was the Executive Vice
President of Napco International
Inc. for more than five years.
2
<PAGE>
Jon B. Kutler (42) - - Mr. Kutler has been President and
Chief Executive Officer of
Quarterdeck Public Equities, LLC and
Quarterdeck Partners, Inc. for more
than five years. Quarterdeck Public
Equities, LLC is an affiliate of
Quarterdeck Investment Partners,
Inc., an investment banking firm
focusing in the global aerospace and
defense markets.
TERMS EXPIRING ON THE DATE OF THE ANNUAL MEETING OF SHAREHOLDERS IN 2001:
Melissa E. Rappaport (32) May 1998 Ms. Rappaport was appointed Director
of Sales Performance and Analysis at
America West Airlines in 1999 after
previously serving as Manager of
Financial Planning from May 1996 to
March 1997. Ms. Rappaport was a
Senior Analyst for Fleet Planning
from January through May 1996 and an
Analyst, Financial Planning from
August 1994 to January 1996 with
Northwest Airlines Corporation. Ms.
Rappaport received her M.B.A. from
the University of Chicago in June
1994. Ms. Rappaport is the daughter
of Gary B. Rappaport, Chairman of
the Board and Chief Executive
Officer of the Company.
J. Stephen Schmidt (54)* May 1998 Mr. Schmidt has owned T.N.B.
Holdings, Inc., a real estate and
financial holding company, for more
than five years. Mr. Schmidt also
serves as Chairman of Wavecrest
Technologies, a high-technology
electronics measurement company;
Chairman, President and Chief
Executive Officer of PriMed
International, a development stage
medical device company; and is a
consultant to the Board of Directors
of Shufflemasters Gaming, Inc., a
supplier to the gaming industry.
TERMS EXPIRING ON THE DATE OF THE ANNUAL MEETING OF SHAREHOLDERS IN 2002:
Gary B. Rappaport (63) September 1983 Chairman of the Board and Chief
Executive Officer of the Company
since 1983; President from 1983
until March 1996 and from December
1996 to February 1998.
3
<PAGE>
Anthony S. Cleberg (47)* June 1996 Mr. Cleberg is presently Executive
Vice President and Chief Financial
Officer of Morrison Knudsen
Corporation, an engineering,
construction and operations company
doing business in approximately 33
countries. Mr. Cleberg was the
Corporate Vice President for
Business Development for Honeywell,
Inc. from March 1995 to April 1997.
Mr. Cleberg was the Vice President
of Taxes for Honeywell's Space and
Aviation Business from November 1994
to February 1995 and served as the
Vice President of Finance for
Honeywell's Space and Aviation
Business from July 1993 to November
1994. Mr. Cleberg was the Group
Controller of Honeywell's Industrial
Automation and Control Division from
June 1992 to July 1993 and was Group
Controller for Honeywell's Military
Avionics Systems Group from February
1991 to June 1992.
* Member of the Audit Committee during 1999.
INFORMATION REGARDING THE BOARD OF DIRECTORS
AND ITS COMMITTEES FOR 1999
The Board of Directors met on four occasions during 1999. The Board
does not have a nominating committee or any committee performing similar
functions. All directors attended at least 80% of the meetings of the Board and
Board Committees on which they served.
AUDIT COMMITTEE
During 1999, the Audit Committee consisted of Morris M. Sherman,
Anthony S. Cleberg and J. Stephen Schmidt, non-employee members of the Board.
The Audit Committee provides direct communication between the Company,
the independent auditors and the Board of Directors. It is intended to assure
the independent auditors of the freedom, cooperation and opportunity necessary
to accomplish their functions. It is also intended to assure that appropriate
action is taken on the recommendations of the auditors. The Audit Committee met
on one occasion during 1999.
4
<PAGE>
COMPENSATION COMMITTEE; COMPENSATION COMMITTEE INTERLOCKS
During 1999, the Compensation Committee consisted of Stuart B. Utgaard
and Richard F. McNamara, non-employee members of the Board, who are not standing
for re-election.
The Compensation Committee sets the compensation policy for the
Company, administers the Company's bonus plans, and makes recommendations to the
Board of Directors. The Compensation Committee met on one occasion during 1999.
No member of the Compensation Committee was, during the 1999 fiscal
year or previously, an officer or employee of the Company, nor did any member
have any relationship or transaction with the Company which is required to be
reported under Item 402(j) of Regulation S-K under the Securities Exchange Act
of 1934, as amended.
OTHER MATTERS
The Board of Directors has determined that all non-employee directors
of the Company shall be paid an annual retainer of $4,000 each, plus (i) the sum
of $500 for attendance at any meeting of the Board of Directors or Board
Committee (only a single fee to be paid in case a committee meeting should fall
on the same date as a meeting of the Board) and (ii) reimbursement for
out-of-pocket expenses incurred in attending any such meeting. Pursuant to the
Venturian Corp. 1996 Non-Employee Director Stock Plan, each non-employee
director is granted, on the day following each annual meeting of shareholders,
the lesser of 500 shares of the Company's Common Stock or the largest number of
whole shares having a fair market value on such day not greater than $5,000.
In 1999, each of Messrs. Sherman, McNamara, Utgaard, Cleberg, Schmidt
and Ms. Rappaport were granted 500 shares of Venturian Corp. common stock.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following are the only persons known to the Company to own of
record or beneficially more than five percent of any class of voting securities
of the Company as of April 3, 2000:
<TABLE>
<CAPTION>
Amount and Nature
Title of Name and Address of of Beneficial Percentage
Class Beneficial Owner Ownership of Class
- -------- ------------------- ----------------- ----------
<S> <C> <C> <C>
Common Quarterdeck Public Equities, LLC 142,571 (direct) (a) 10.26%
Stock 10100 Santa Monica Boulevard 37,840 (indirect) (b) 2.87%
Suite 1425
Los Angeles, CA 90067
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C> <C>
Common Hesperus Partners Ltd. 70,264 (direct) (c) 5.32%
Stock 225 W. Washington St., Suite 1650
Chicago, Illinois 60606
Common White Dwarf Partners, L.P. 61,901 (direct) (c) 4.69%
Stock 225 W. Washington St., Suite 1650
Chicago, Illinois 60606
Common The Charles Schwab Company 72,838 (direct) (d) 5.52%
Stock Trustee for Venturian Group Profit
Sharing Plan and Trust
One Montgomery Street
San Francisco, California 94104
Common Gary B. Rappaport 135,825 (direct) (e) 24.61%
Stock 11111 Excelsior Boulevard 199,498 (indirect) (f)
Hopkins, Minnesota 55343
Common Oppenheimer Group, Inc. 81,015 (indirect) (g) 6.14%
Stock World Financial Center
New York, New York 10281
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
As of April 3, 2000, individual directors, and the directors and
executive officers of the Company as a group, owned shares of the Company's
common stock as indicated by the following table:
<TABLE>
<CAPTION>
Amount and Nature
Title of Name of Beneficial of Percentage
Class Beneficial Owner Ownership of Class
- -------- ------------------ ----------------- ----------
<S> <C> <C> <C>
Common Gary B. Rappaport 135,825 (direct)(e) 24.61%
Stock 199,498 (indirect)(f)
Common Jon B. Kutler 37,840 (direct)(b) 2.87%
Stock 142,571 (indirect)(a) 10.26%
Common Charles B. Langevin 65,835 (direct)(h) 4.79%
Stock
Common J. Stephen Schmidt 62,158 (direct) 4.71%
Stock
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C> <C>
Common Don M. House, Jr. 49,500 (direct)(i) 3.61%
Stock
Common Reinhild D. Hinze 31,395 (direct)(j) 2.33%
Stock
Common Mary F. Jensen 28,050 (direct)(k) 2.09%
Stock
Common Melissa E. Rappaport 15,127 (direct) 1.15%
Stock
Common Anthony S. Cleberg 5,728 (direct) *
Stock
Common Morris M. Sherman 3,418 (direct) *
Stock
Common All directors and executive 434,876 (direct)
Stock officers as a group (10 in 342,069 (indirect)(l) 51.28%
number including the above)
</TABLE>
* Less than 1% of the outstanding shares.
(a) Includes 69,305 shares of common stock, issuable pursuant to a debenture
convertible by Quarterdeck Public Equities, LLC, at its option, at $7.26
per share. Quarterdeck Public Equities, LLC has not yet converted such
debenture.
(b) Shares owned by Jon D. Kutler of Quarterdeck Public Equities, LLC.
(c) Hesperus Partners Ltd. ("Hesperus") and White Dwarf Partners, L.P. ("White
Dwarf") are affiliates. Voting and investment power with respect to the
shares owned by Hesperus may be deemed shared with Sirius Partners L.P.,
the general partner of Hesperus Partners Ltd. and with Sirius Corporation,
the general partner of Sirius Partners L.P., and, with respect to the
shares owned by White Dwarf, may be deemed shared with Pluto L.L.C., the
general partner of White Dwarf.
(d) These shares are owned by The Charles Schwab Trust Company ("Schwab") as
trustee for the Venturian Group Profit Sharing/401(k) Plan. For purposes of
the reporting requirements of the Securities Exchange Act of 1934, Schwab
is deemed to be a beneficial owner of such securities; however, Schwab
expressly disclaims any beneficial interest in said shares.
(e) Includes 42,460 shares of the common stock of the Company, which Mr.
Rappaport could acquire (but has not yet purchased) pursuant to presently
exercisable options.
7
<PAGE>
(f) These shares are owned by trusts created under the will of Max E.
Rappaport, deceased, for the benefit of his wife and two children
(including Gary B. Rappaport, a trustee of said trusts), and by a trust
created by Mr. Rappaport's mother for the benefit of his two daughters. Mr.
Rappaport shares the voting and investment power with respect to said
shares in his capacity as trustee or co-trustee of said trusts. Also
includes 72,838 shares held by the Venturian Group Profit Sharing/401(k)
Plan. Mr. Rappaport, by virtue of his position on the investment committee
for the Plan, holds voting and dispositive power with respect to these
shares.
(g) Beneficial ownership is reported on behalf of the parent and various
subsidiaries of Oppenheimer Group, Inc., and for investment advisory
clients or discretionary accounts of such subsidiaries. Oppenheimer Group,
Inc. disclaims beneficial ownership of such shares.
(h) Includes 53,625 shares of the common stock of the Company, which Mr.
Langevin could acquire (but has not yet purchased) pursuant to presently
exercisable options.
(i) Consists of 49,500 shares of the common stock of the Company, which Mr.
House could acquire (but has not yet purchased) pursuant to presently
exercisable options.
(j) Includes 24,750 shares of the common stock of the Company, which Ms. Hinze
could acquire (but has not yet purchased) pursuant to presently exercisable
options.
(k) Includes 24,750 shares of the common stock of the Company, which Ms. Jensen
could acquire (but has not yet purchased) pursuant to presently exercisable
options.
(l) Notes (e)-(k) are incorporated herein by this reference thereto.
EXECUTIVE OFFICERS
The executive officers are elected to serve one year or until their
respective successors are elected. The present executive officers are:
Name Office Age Officer Since
---- ------ --- -------------
Gary B. Rappaport Chairman of the Board and 63 1983(1)
Chief Executive Officer -
Venturian Corp. and
Napco International Inc.
Mary F. Jensen Chief Financial Officer - Venturian 45 1987(1)
Corp. and Napco International Inc.
Charles B. Langevin Director, President of 54 1986(1)
Napco International Inc.
8
<PAGE>
Reinhild D. Hinze Treasurer, Vice President 50 1985(1)
Operations - Napco
International Inc. and
Assistant Secretary - Venturian
Corp.
Don M. House, Jr. President and Chief Operating 47 1998(2)
Officer - Venturian Corp.
(1) Each of the indicated officers has been employed by the Company for more
than five years.
(2) Mr. House joined the Company in December 1997. In February 1998 he was
appointed President and Chief Operating Officer by the Board of Directors.
Previously, Mr. House was President of Porsa System, Inc., a designer and
builder of custom fixtures and displays, from July 1996 to July 1997. Mr.
House also served as President of P.C. Express, Inc. from April 1995 to
December 1995 and President of Apeiron, Inc., a start-up manufacturer of
high precision laser measurement systems, from May 1994 to April 1995. Mr.
House was President of Comtrol Corp., a manufacturer of multiport serial
communications controllers from October 1989 to October 1993. Prior to
October 1989, Mr. House served in various capacities at Honeywell
Information Systems for more than 10 years.
EXECUTIVE COMPENSATION
Set forth below is certain information concerning compensation paid for
1999 to the Chief Executive Officer and the two executive officers who received
compensation in excess of $100,000. No other executive officer received total
salary and bonus in excess of $100,000 for 1999.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Name and All Other
Principal Position Year Salary($) Bonus($) Options(#) Compensation($)
- ------------------ ---- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Gary B. Rappaport 1999 125,000 -- -- 4,856(1)
Chairman of the Board 1998 125,000 40,000 42,460 4,976(1)
of Directors, President, 1997 125,000 -- -- 6,896(1)
Chief Executive Officer
Charles B. Langevin 1999 125,000 -- -- 2,500(2)
President 1998 120,000 175,512 -- 1,310(2)
Napco International Inc. 1997 108,000 -- -- 756(2)
Don M. House, Jr. 1999 120,000 50,000 -- --
President 1998 120,000 80,000 -- --
Venturian Corp. 1997 7,769 -- -- --
</TABLE>
9
<PAGE>
(1) Includes amounts contributed by the Company pursuant to the matching
provisions of its Profit Sharing/401(k) Plan ($2,500, $1,310 and $950 in
1999, 1998 and 1997, respectively), and the benefit to Mr. Rappaport in
connection with a split dollar insurance policy on the life of Mr.
Rappaport which is funded by the Company ($2,356, $3,666 and $5,946 in
1999, 1998 and 1997, respectively). The benefits to Mr. Rappaport were
computed using the "foregone interest" method, which measures the
difference between the Company's current premium payment and the present
value of its recovery of such premium, utilizing a discount rate of 5.32 %,
5.56% and 6.65% for 1999, 1998 and 1997, respectively.
(2) Consists of amounts contributed by the Company pursuant to the matching
provisions of its Profit Sharing/401(k) Plan.
Certain expenditures made by the Company in the ordinary course of
business may have provided officers and directors of the Company with incidental
personal benefits not available to other employees. The aggregate amount of such
other compensation with respect to any named individual did not equal or exceed
the lesser of $50,000 or 10% of the compensation reported for such person.
OPTION GRANTS IN LAST FISCAL YEAR
The persons named in the Executive Compensation table did not receive any stock
option grants during 1999.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The persons named in the Executive Compensation table did not exercise
any stock options or stock appreciation rights during the last fiscal year. As
of December 31, 1999, stock options which remain unexercised had the following
values, based on the difference between the option exercise price and the
closing price of the Company's common stock on December 31, 1999 as quoted in
the National Association of Securities Dealers Automated Quotation System.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised in-the-
Options at Year-End Money Options at Year-End
Name Options Exercisable/Unexercisable Exercisable/Unexercisable
---- ------- ------------------------- -------------------------
<S> <C> <C> <C>
Gary B. Rappaport 42,460 42,460/ -- -- / --
Charles B. Langevin 53,625 53,625/ -- $118,000/ --
Don M. House 49,500 49,500/ -- $4,505/ --
</TABLE>
COMPENSATION COMMITTEE REPORT
The Company's executive compensation program is designed to attract,
motivate, reward and retain the management talent needed to achieve its business
objectives.
10
<PAGE>
It does this by providing incentives to achieve Company objectives, by
rewarding executives for exceptional financial performance by the Company, by
recognizing superior individual achievement and by utilizing competitive base
salaries.
Accordingly, assessments of both individual and corporate performance
influence executives' compensation levels, although the emphasis to date has
been on corporate performance. This includes the ability to implement the
Company's business plans as well as to react to unanticipated external factors
that can have a significant impact on corporate performance. Compensation
decisions for all executives, including the Chief Executive Officer, are based
on the same criteria.
There are three major current components of the Company's compensation
program: Base Salary, Short Term Incentive Awards and Long Term Incentive
Compensation.
BASE SALARY
A competitive base salary is vital to support the philosophy of
management development and career orientation of executives and is consistent
with the long-term nature of the Company's business.
Salary levels and adjustments to salaries are a result of annual
reviews of competitive positioning (how the Company's salary structure for
comparable positions compares with that of other companies), business
performance and general economic factors. There is no specific weighting of
these factors. Executive officers receive an annual performance review and,
based upon such review, may receive an adjustment in base salary. Mr. Langevin
received an increase in base salary from $120,000 to $125,000 in 1999. No other
executive officer received an increase in base salary in 1999.
SHORT TERM INCENTIVE AWARDS
Short term incentive awards to executives are granted in cash pursuant
to the Company's bonus plans to recognize contributions to the business.
The bonus plans, which are adopted annually, set profitability goals
for each subsidiary. Other goals, such as reducing inventory and receivables,
may be set as well. The specific bonus an executive receives is primarily
dependent on overall performance of the subsidiary for which such executive has
responsibility. Assessment of an individual's relative performance is made
annually based on a number of factors which include initiative, business
judgment, technical expertise and management skills.
LONG TERM INCENTIVE PLANS
The Compensation Committee believes that it is important for the
Company's executive officers to focus not just on short term achievements, but
on the long term financial health and development of the Company. Accordingly,
the Committee may utilize awards of incentive stock options. In 1999, the
Compensation Committee granted an aggregate of 33,000 incentive stock options to
four employees, including an aggregate of 16,500 options which were granted to
two executive officers.
Stuart B. Utgaard
Richard F. McNamara
11
<PAGE>
TRANSACTIONS WITH CERTAIN RELATED PARTIES
As of December 31, 1999, loans totaling $132,143 under the Company's
Loan Program for Key Executive Officers were outstanding from its executive
officers, of which $70,268 was loaned to Mr. Rappaport, $40,000 was loaned to
Mr. Langevin, and $21,875 was loaned to Ms. Hinze. The loans are secured by
30,682 shares of the Company's common stock, which had an aggregate market value
of $153,410 on April 3, 2000.
SHARE INVESTMENT PERFORMANCE
The following graph shows changes over the past five-year period in the
value of $100 invested in: (1) the Company's Common Stock; (2) the NASDAQ Index;
and (3) an industry group of 54 multi-industry companies, not including the
Company. The industry group consists of companies, which have been publicly
traded at least since January 1, 1994.
The year-end values of each investment are based on share price
appreciation plus dividends paid in cash, assuming the reinvestments of
dividends. The calculations exclude trading commissions and taxes.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF THE COMPANY, AN INDUSTRY GROUP AND THE NASDAQ MARKET INDEX
[PLOT POINTS CHART]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
FISCAL YEAR ENDING
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
12/30/94 12/29/95 12/31/96 12/31/97 12/31/98 12/31/99
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
VENTURIAN CORPORATION 100.00 86.96 141.30 160.87 202.07 158.81
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
MG GROUP INDEX 100.00 127.87 163.02 223.87 208.53 165.98
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
NASDAQ MARKET INDEX 100.00 129.71 161.18 197.16 278.08 490.46
- --------------------------------------------------------------------------------------------
</TABLE>
ASSUMES $100 INVESTED ON JAN. 1, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1999
12
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Grant Thornton LLP, independent certified public
accountants, was engaged to audit the books and accounts of the Company for its
fiscal year ended December 31, 1999. Grant Thornton has served as auditors of
the Company and its predecessor since 1970.
The Company expects that a representative of Grant Thornton will be
present at the annual meeting of shareholders and will have an opportunity to
make any statement he or she deems appropriate. Further, said representative
will be available at the meeting to respond to appropriate questions. There will
be no shareholder vote with respect to engagement of independent certified
public accountants, because the Board of Directors has not yet made a decision
regarding the selection of auditors for the Company's fiscal year ending
December 31, 2000.
SOLICITATION OF PROXIES
The costs and expenses of solicitation of proxies will be paid by the
Company. In addition to the use of the mails, proxies may be solicited by the
directors, officers and regular employees of the Company by telephone or
telegraph.
Proxies in the form enclosed are solicited by the Board of Directors.
Any shareholder giving a proxy in such form may revoke it at any time before it
is exercised. Such proxies, if received in time for voting and not revoked, will
be voted at the meeting.
The Company will reimburse banks, brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy material to the beneficial owners of its common stock.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors, executive officers, certain employees
and persons who own more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission initial
reports of ownership and changes in ownership of Common Shares and other equity
securities of the Company. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company during fiscal 1999 and written
representations that no other reports were required, all Section 16(a) filing
requirements applicable to officers, directors and greater than ten percent
shareholders were satisfied during fiscal 1999.
13
<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder desiring that the Company include a specific proposal
in its Proxy Statement for its next annual meeting of shareholders must submit
the same to the Company, in writing, no later than December 9, 2000.
MISCELLANEOUS
Management is not aware that any other matter will be presented for
action at the meeting. If, however, other matters do properly come before the
meeting, it is the intention of the persons designated as proxies to vote the
proxied shares in accordance with their best judgment.
The Company's annual report for the year 1999 has been mailed with this
Proxy Statement.
It is important that proxies be returned promptly. Shareholders who do
not expect to attend the meeting in person are urged to sign, date and mail the
proxy by return mail.
By order of the Board of Directors.
Morris M. Sherman
Secretary
April 7, 2000
14
<PAGE>
[LOGO] VENTURIAN
CORP
PROXY
VENTURIAN CORP.
11111 EXCELSIOR BOULEVARD
HOPKINS, MINNESOTA 55343
- -------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
ANNUAL MEETING OF SHAREHOLDERS, MAY 10, 2000
The undersigned hereby appoints Morris M. Sherman and Don M. House, Jr., or
either of them, the attorneys and proxies of the undersigned, with full power of
substitution, to attend the annual meeting of shareholders of VENTURIAN CORP.
(the "Company"), to be held at the headquarters office of the Company, 11111
Excelsior Boulevard, Hopkins, Minnesota 55343, on Wednesday, May 10, 2000 at
2:00 p.m., local time, and any adjournment thereof, and thereat to vote the
undersigned's shares of stock in the Company as follows and in their discretion
upon any other business that may properly come before the meeting:
1. Election of three directors for a three-year term expiring on the date of
the annual meeting in 2003 as set forth below and until their successors
are elected.
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY for all nominees
MORRIS M. SHERMAN, CHARLES B. LANGEVIN, JON B. KUTLER
To withold authority for any individual nominee(s), write name(s) below.
- --------------------------------------------------------------------------------
(CONTINUED, AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
This proxy when properly executed will be voted in the manner specified herein
by the undersigned stockholder. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
Please sign exactly as name
appears at left. When shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign in full corporate name
by president or other authorized
officer. If a partnership, please
sign in partnership name by
authorized person.
Dated:___________________________ , 2000
__________________________________
Signature
__________________________________
Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
