<PAGE> 1
SCHEDULE 14A
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
Pollution Research and Control Corp.
Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each part to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on the table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which 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-ll:
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(4) Proposed maximum aggregate value of transaction:
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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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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 27, 1996
To the Shareholders of Pollution Research and Control Corp.:
PLEASE TAKE NOTICE that the ANNUAL MEETING OF SHAREHOLDERS OF
POLLUTION RESEARCH AND CONTROL CORP. (the "Company") will be held on June 27,
1996 at 3:00 P.M. California time, at the Company's Headquarters, 506 Paula
Avenue, Glendale, California, for the following purposes:
1. To elect five directors to serve until the Company's 1997
Annual Meeting of Shareholders, or until their successors are
duly elected and qualified; and
2. To transact such other business as may be properly brought
before the Annual Meeting.
In accordance with the Company's By-Laws, the Board of Directors has
fixed the close of business on May 10, 1996 as the record date for the purpose
of determining shareholders entitled to receive notice of and to vote at the
Annual Meeting or any adjournment or adjournments thereof. The stock transfer
books will not be closed.
By Order of the Board of Directors
/S/ Barbara L. Gosselin
-----------------------------------
Barbara L. Gosselin, Secretary
May 20, 1996
Glendale, California
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YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE, AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES
MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY, REGARDLESS OF
THE NUMBER OF SHARES YOU HOLD, WILL AID THE COMPANY IN REDUCING THE EXPENSE OF
ADDITIONAL PROXY SOLICITATION. FOR YOUR CONVENIENCE, THE ENCLOSED PROXY CAN BE
MAILED WITHOUT THE NEED FOR AN ENVELOPE. THE GIVING OF SUCH PROXY DOES NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING. YOUR
PROXY WILL BE REVOCABLE, EITHER IN WRITING OR BY VOTING IN PERSON AT THE ANNUAL
MEETING, AT ANY TIME PRIOR TO ITS EXERCISE.
<PAGE> 4
POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Ave.
Glendale, California 91201
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
June 27, 1996 and Adjournments
Approximate Date Proxy Materials First Sent to Shareholders:
May 20, 1996
SOLICITATION AND REVOCATION OF PROXY
The enclosed proxy is for use only at the Annual Meeting of
Shareholders (the "Annual Meeting") of POLLUTION RESEARCH AND CONTROL CORP.
(the "Company") to be held June 27, 1996 and any and all adjournments thereof,
and is solicited on behalf of the Board of Directors of the Company.
If the enclosed form of proxy is executed and returned it may
nevertheless be revoked at any time insofar as it has not been exercised by
transmitting notice of such revocation to the Company by hand or by registered
mail prior to the Annual Meeting. The proxy is in ballot form and each
shareholder may indicate approval or disapproval as to the proposals identified
in the proxy and as set forth and discussed in this Proxy Statement. Where a
choice is specified with respect to any proposal, the shares represented by the
proxy will be voted in accordance with the specification made. Where a choice
is not so specified, the shares represented by the proxy will be voted in FAVOR
of the proposal. The Proxy Committee appointed by the Board of Directors
consists of Barbara L. Gosselin, the Secretary and a director of the Company,
and Marcia Smith, Director of Administration and a director of the Company.
Shareholders of record entitled to vote will be determined as of the
close of business on May 10, 1996. At that date, there were outstanding and
entitled to vote 7,199,562 shares of Common Stock of the Company. No other
class of capital stock is outstanding. Each share of Common Stock entitles the
holder thereof to one vote, and shareholders of the Company have the right to
cumulate their votes with respect to the election of directors. If cumulative
voting is utilized, the total number of votes which the shareholder may cast
for the election of directors shall equal the number of directors to be elected
multiplied by the number of shares held, and the shareholder may cast all of
such votes for one candidate or may distribute the total votes among all or
several candidates, as the shareholder sees fit. A shareholder may not
cumulate votes for a candidate unless the candidate's name has been placed in
nomination prior to the voting and unless the shareholder gives notice at the
Annual Meeting prior to the voting of an intention to cumulate votes. If any
one shareholder has given such notice, all shareholders may cumulate their
votes for candidacy in nomination. The Board of Directors is not soliciting
discretionary authority to cumulate votes for candidates for election to the
Board. Under the Company's amended Articles of Incorporation, at such time, if
ever, that the Company's securities are listed on the New York or American
Stock Exchanges, or the NASDAQ National Market System, cumulative voting will
be eliminated for shareholders.
VOTE REQUIRED
Unless cumulative voting is invoked, a majority of the shares eligible
to vote at the Annual Meeting present in person or by proxy, or 3,599,782
shares, will constitute a quorum for the transaction of business at the Annual
Meeting. The vote of a plurality of the votes cast at the Annual Meeting is
required to elect each of the nominees for election as directors of the
Company. If
<PAGE> 5
cumulative voting is invoked, the five candidates receiving the highest number
of votes shall be elected.
NOMINATION AND ELECTION OF DIRECTORS
The Board of Directors currently consists of five members, with one
vacancy. The Board has nominated all five of the current directors for
re-election. The Board vacancy will be filled by the Board at such time, if
ever, that the Board locates a qualified candidate to serve. Proxies may not
be voted for a greater number of persons than the number of nominees named
herein.
Directors are elected at each Annual Meeting, but if any such Annual
Meeting is not held or directors are not elected, the directors may be elected
at any special meeting of shareholders held for that purpose. The term of
office for each director expires at the Company's next Annual Meeting and upon
election and qualification of their successor. Under the Company's amended
Articles of Incorporation, at such time, if ever, that the Company's securities
are listed on the New York or American Stock Exchanges, or the NASDAQ National
Market System, the Board of Directors will be divided into three classes and
all directors will no longer be elected at each Annual Meeting.
Unless authority is withheld by your proxy, the shares represented by
the proxy will be voted in FAVOR of the nominees for directors set forth
herein. In the event that any nominee for the Board shall become unavailable,
it is intended that such shares will be voted in FAVOR of such substitute
nominee as may be determined by the Board of Directors.
The Board of Directors has no standing, nominating, compensation or
audit committees. The Board of Directors met eight times during the year
ended December 31, 1995 and each director of the Company attended at least 75%
of the Board meetings. In addition, the Board voted by unanimous consent four
times during the year ended December 31, 1995.
The following table contains information as of May 20, 1996, with
respect to each nominee:
<TABLE>
<CAPTION>
Name Age Position
----- ----- --------
<S> <C> <C>
Albert E. Gosselin, Jr. 63 Mr. Gosselin is currently President, Chief Executive Officer and Chairman of the Board of the
Company. Mr. Gosselin is the founder of the Company, serving as its President since 1968, when
the Company succeeded Mr. Gosselin's engineering firm, A.E. Gosselin Engineering. Mr. Gosselin
has been a California Registered Professional Mechanical Engineer since 1959, and received a
graduate BSME from Loyola University in 1954. Mr. Gosselin has served as a director of the
Company since 1968.
Gary L. Dudley 58 Mr. Dudley is, and for the last six years has been, President of Applied Conservation Technology,
Inc. Mr. Dudley received a Masters Degree in Mechanical Engineering from the University of
Southern California in 1966. Mr. Dudley served as a director of the Company from 1981 to January
23, 1991 and rejoined the Board on June 8, 1991.
Barbara L. Gosselin 60 Mrs. Gosselin is currently Secretary of the Company and has served in such capacity since the
inception of the Company. Mrs. Gosselin is a founder of the Company and its predecessor and was
involved in all aspects of the organization of such
</TABLE>
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<TABLE>
<S> <C> <C>
companies. Mrs. Gosselin has served as a director of the Company since 1968 and served as Chief
Financial Officer of the Company from its inception to March 1990.
Marcia Smith 57 Ms. Smith currently serves as the Company's Director of Administration. She has served in
various capacities with the Company since 1979. Ms. Smith has served as a director of the
Company since May 1990.
Craig E. Gosselin 36 Mr. Gosselin graduated from Loyola Marymount University with a B.B.A. in 1981 and from
Southwestern University School of Law in 1984. He is a member of the California bar and was
associated with the law firm of Shea & Gould from September 1984 to March 1, 1989, and the law
firm of Myerson & Kuhn from March 1, 1989 to December 1989. Mr. Gosselin became associated with
the law firm of Cooper & Dempsey in February 1990. Mr. Gosselin resigned from Cooper & Dempsey on
July 1, 1992, and on that date became Vice President and General Counsel of Vans, Inc., a
publicly traded manufacturer, distributor and retailer of casual footwear for men, women and
children.
</TABLE>
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND KEY EMPLOYEES
The executive officers of the Company are as follows: Albert E.
Gosselin, Jr., Chairman of the Board, President and Chief Executive Officer;
Cynthia L. Gosselin, Chief Financial Officer; and Barbara L. Gosselin,
Secretary. Information with respect to Albert E. Gosselin, Jr. and Barbara L.
Gosselin is set forth above. Cynthia L. Gosselin, has been Chief Financial
Officer of the Company since March 1990, and has served in various capacities
at the Company, including Production Manager, since 1983. Keith A. Gosselin,
has been employed by Dasibi as the Production Manager since June 1986 and,
additionally, as the Manager of Sales and Marketing since 1990. Mr. Gosselin
received a Bachelor of Science in business from Loyola Marymount University in
1984 and a Masters of Business Administration from William and Mary University
in 1986.
PRINCIPAL SHAREHOLDERS
The following table sets forth as of May 20, 1996 information
concerning beneficial ownership of the Common Stock of the Company by (i) each
person (including any "group" as that term is defined in Section 13(d)(3) of
the Securities Exchange Act of 1934) known by the Company to own beneficially
more than 5% of such Common Stock, (ii) all directors of the Company, and (iii)
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
NAME AND ADDRESS OF OF COMMON STOCK OUTSTANDING
BENEFICIAL OWNER (1) BENEFICIALLY OWNED COMMON STOCK
<S> <C> <C>
Lee N. Sion (2) 619,000 9 %
Albert E. and Barbara L. 431,335 6 %
Gosselin, Jr. (3)
Marcia Smith 61,280 *
</TABLE>
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<TABLE>
<S> <C> <C>
Craig E. Gosselin (4) 5,000 *
Gary L. Dudley (5) 45,000 *
Cynthia L. Gosselin (6) 56,305 *
All directors and officers 598,920 8%
of the Company as a
group (6 persons)
</TABLE>
* Less than 1%
(1) The address of each of the individuals names above, except Lee N. Sion
is 506 Paula Avenue, Glendale, CA 91201. Mr. Sion's address is P.O.
Box 910, Glendale, CA 91209.
(2) Includes 50,000 shares of Common Stock issuable upon the exercise of
an option owned of record by Lee N. Sion which is exercisable within
60 days.
(3) Includes 50,000 shares of Common Stock issuable upon the exercise of
an option owned of record by Albert E. Gosselin, Jr., exercisable
within 60 days, but does not include a total of 90,333 shares of
Common Stock owned of record collectively by Craig E., Cynthia L.,
Keith A., and Jennifer S. Gosselin, the adult children of Albert E.
and Barbara Gosselin, Jr., as to which Mr. and Mrs. Gosselin disclaim
any beneficial ownership. Mr. and Mrs. Gosselin hold their shares of
Common Stock as community property and exercise joint voting power
with respect to such shares.
(4) Craig E. Gosselin is the adult son of Albert E. and Barbara L.
Gosselin, Jr., who disclaim any beneficial ownership of his shares.
(5) Consists of 45,000 shares of Common Stock subject to an option that is
exercisable within 60 days.
(6) Cynthia L. Gosselin is the adult daughter of Albert E. and Barbara L.
Gosselin, Jr., who disclaim any beneficial ownership of her shares.
EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVES
Set forth below is a table which discloses all compensation, including
long term compensation under the Company's Employees' Incentive Stock Option
Plan, awarded to, earned by, or paid to, all executive officers of the Company
whose total compensation exceeded $100,000 in fiscal 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY
<S> <C> <C> <C>
Albert E. Gosselin, Jr., 1993 $177,240 -0-
Chairman of the Board, President 1994 $180,000 53,847 (1)
and Chief Executive Officer 1995 $196,638 -0-
</TABLE>
<PAGE> 8
(1) Represents an option granted under the Company's Employees' Incentive
Stock Option Plan. The option is fully vested and has been exercised by Mr.
Gosselin at a price of $0.60 per share, the fair market value of the Common
Stock on the date of the grant.
During fiscal 1995, Mr. Gosselin did not receive, exercise or
participate in any option, SAR or long-term incentive plan.
COMPENSATION OF DIRECTORS
Directors are not compensated for their services.
EMPLOYMENT AGREEMENTS
The Company has employment agreements with Albert E. Gosselin, Jr.,
the President, Chief Executive Officer and Chairman of the Board of Directors
of the Company, and Cynthia L. Gosselin, the Company's Chief Financial Officer.
Mr. Gosselin's employment agreement (the "Agreement") was first approved by the
Board of Directors on July 30, 1987, and has since been extended through August
31, 1999. The Agreement, as extended, provides for the payment to Mr. Gosselin
of a base salary of $200,000, $210,000 and $220,000 during the one-year periods
ended August 31, 1996, 1997 and 1998, respectively. The Agreement further
obligates the Company to permit Mr. Gosselin to participate in the Company's
Employees' Incentive Stock Option Plan and Group Medical Plan and any other
health, life insurance, group medical, disability income insurance and/or stock
option plan adopted by the Company. Under the Agreement, Mr. Gosselin's
salary continues in the event of his disability and for two years after his
death. He is also entitled to a lump sum severance payment equivalent to 2.99
times his current salary in the event of his termination as President or Chief
Executive Officer within eighteen months after a "change of control" of the
Company, including, among other events, certain types of mergers and other
business combinations, material changes in the composition of the Board of
Directors or the beneficial ownership of the Common Stock, the sale of
substantially all of the Company's assets or securities and the material
downsizing or dissolution of the Company. If such an event occurs during
fiscal 1996, Mr. Gosselin would be entitled to receive $598,000 as a severance
payment.
The Company's employment agreement with Cynthia L. Gosselin commenced
on July 20, 1994, and continues through August 31, 1999. The agreement
provides for the payment to her of a base salary of $62,500 during each
one-year period ended July 20, 1996, 1997 and 1998, and annual increases in
the discretion of the Board of Directors. Pursuant to the employment
agreement, Ms. Gosselin is required to be reimbursed by the Company for her
expenses incurred in connection with the performance of her responsibilities.
In the event of her death or disability, the agreement provides for Ms.
Gosselin's salary to continue for six months thereafter. She is also entitled
to participate in any Company health, life insurance, group medical, disability
income insurance and/or stock option plan. Ms. Gosselin's employment agreement
provides that she is entitled to a lump sum severance payment equivalent to
2.99 times her current salary in the event of her termination as Chief
Financial Officer within eighteen months after a "change in control" of the
Company, as defined in the Company's Employment Agreement with Mr. Albert E.
Gosselin, Jr., described hereinabove. She would be entitled to receive a
severance payment of $216,177 if a change in control of the Company occurs
during fiscal 1996.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, 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 reports
of changes in ownership of Common Stock and other equity securities of the
Company.
<PAGE> 9
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Sections 16(a) forms
they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during fiscal year ended December 31, 1995, all Section
16(a) filing requirements applicable to its officers, directors, and greater
than ten-percent beneficial owners were complied with.
SHAREHOLDER PROPOSALS
Shareholder proposals for the 1997 Annual Meeting must be delivered,
in writing, to the Secretary of the Company no later than December 22, 1996.
ANNUAL REPORT ON FORM 10-KSB
The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995, filed with the Securities and Exchange Commission, provides
certain additional information concerning the Company, and is available without
charge to shareholders upon written request directed to the Secretary of the
Company, Barbara L. Gosselin, 506 Paula Avenue, Glendale, California 91201.
The Company's 1995 Annual Report to Shareholders, which will be reported on at
the Annual Meeting, is being mailed to shareholders with this Proxy Statement.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors knows
of no other matter which properly may be presented at the Annual Meeting.
However, if other matters do properly come before the Annual Meeting, it is
intended that the person named in the accompanying proxy will vote thereon in
his discretion to his best judgement.
SOLICITATION OF PROXIES
The entire expense of preparing, assembling and mailing this Proxy
Statement, form of proxy and other material used in the solicitation of proxies
will be paid by the Company. In addition to the solicitation of proxies by
mail, arrangements may be made with brokerage houses and other custodians,
nominees and fiduciaries to send proxy materials to their principals, and the
Company will reimburse them for their expenses in so doing. To the extent
necessary in order to insure sufficient representation, officers and regular
employees of the Company may request the return of proxies personally be
telephone or telegram. The extent to which this will be necessary depends
entirely on how promptly proxies are received. Shareholders are therefore
urged to send their proxies without delay.
By Order of the Board of Directors
/s/ Barbara L. Gosselin
-----------------------------------
Barbara L. Gosselin, Secretary
May 20, 1996
Glendale, California
<PAGE> 10
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
POLLUTION RESEARCH AND CONTROL CORP.
The undersigned hereby appoints A. E. Gosselin, Jr. the proxy of the
undersigned at the 1996 Annual Meeting of Pollution Research and Control Corp.
(the "Company"), and any adjournments thereof, to vote his or her shares of
Common Stock as follows:
1. FOR [ ] WITHHOLD AUTHORITY FOR [ ]
The election of the following directors:
1. A. E. Gosselin, Jr. 3. Gary L. Dudley 5. Marcia Smith
2. Barbara L. Gosselin 4. Craig E. Gosselin
(Instructions: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below)
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2. FOR [ ] AGAINST [ ] ABSTAIN [ ]
In their discretion, upon any other matters as may properly come before the
Annual Meeting.
- ------------------------------------- -------------------
Signature Date
This proxy will be voted in accordance with the specific indication. In the
absence of such indication, this proxy will be voted FOR each of the nominees
listed above.
