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
[ ] Confidential, for use of the Commission Only (as Permitted by Rule
14-a-6(2)(2))
Pollution Research and Control Corp.
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(Name of Registrant as Specified in its Charter)
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(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 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 0-11:
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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.
[ ] 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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POLLUTION RESEARCH AND CONTROL CORP.
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 12, 1999
---------------
TO THE SHAREHOLDERS OF POLLUTION RESEARCH AND CONTROL CORP.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders (the
"Annual Meeting") of Pollution Research and Control Corp., a California
corporation (the "Company"), will be held at the Best Western Golden Key Motel,
123 West Colorado Street, Glendale, California on Thursday, August 12, 1999, at
4:00 p.m., Pacific Daylight Time, for the following purposes:
1. To consider and act upon a proposal to elect six (6) directors to the
Company's Board of Directors to hold office until the next Annual Meeting and
until their successors have been duly elected and qualified.
2. To consider and act upon a proposal to ratify the appointment of AJ.
Robbins, P.C., as the independent accountant for the Company for the fiscal year
ending December 31, 1999.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 14, 1999, as
the record date for determination of shareholders entitled to receive notice of
and to vote at the Annual Meeting or any adjournment thereof.
You are cordially invited to attend the Annual Meeting. Shareholders who do
not expect to attend the Annual Meeting in person are requested to complete,
date and sign the enclosed form of Proxy and return it pomptly. Any shareholder
giving a Proxy may revoke the same at any time prior to the voting of such Proxy
by giving written notice of revocation to the Secretary of the Company,. by
submitting a later dated Proxy or by attending the Annual Meeting and voting in
person.
By Order of the Board of Directors,
/S/ Barbara L. Gosselin
--------------------------------------
Barbara L. Gosselin, Secretary
Glendale, California
July 12, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
<PAGE>
POLLUTION RESEARCH AND CONTROL CORP.
506 Paula Avenue
Glendale, California 91201
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Pollution Research and Control Corp. (the
"Company"). The enclosed Proxy is being solicited on behalf of the Board of
Directors of the Company for use at the Annual Meeting of the Shareholders (the
"Annual Meeting") to be held at the Best Western Golden Key Motel, 123 West
Colorado Street, Glendale, California, on Thursday, August 12, 1999, at 4:00
p.m., Pacific Daylight Time, and at any adjournment thereof, for the purposes
set forth in the foregoing Notice of Annual Meeting of Shareholders. The Notice
of Annual Meeting of Shareholders, Proxy Statement and form of Proxy are being
mailed to shareholders on or about July 12, 1999. The Company's mailing address
and the location of its principal executive offices are 506 Paula Avenue,
Glendale, California 91201 (telephone: (818- 247-7601). This Proxy Statement
should be read in conjunction with the Annual Report of the Company, including
financial statements and management's discussion and analysis of financial
condition and results of operations for the fiscal year ended December 31, 1998.
The Proxy Committee appointed by the Board of Directors consists of
Mesdames Barbara L. Gosselin and Marcia A. Smith, Secretary and Director of
Administration, respectively, and directors of the Company. The Board of
Directors met eight times during the fiscal year ended December 31, 1998, and
each director of the Company attended at least 75% of the Board meetings. In
addition, the Board of Directors voted by unanimous consent eight times during
the fiscal year ended December 31, 1998.
RECORD DATE AND VOTING RIGHTS
Only shareholders of record at the close of business on June 14, 1999 are
entitled to vote at the Annual Meeting. At the close of business on June 11,
1999, there were 3,626,770 shares of common stock, no par value per share (the
"Common Stock"), of the Company outstanding and entitled to vote. Each
shareholder entitled to vote shall have one vote for each share of Common Stock
registered in such shareholder's name on the books of the Company as of the
record date. A complete list of the shareholders of the Company entitled to vote
at the Annual Meeting will be available and open to the examination of any
shareholder of the Company for any purpose germane to the Annual Meeting during
ordinary business hours from and after August 12, 1999, at the office of the
Company, 506 Paula Avenue, Glendale, California 91201.
Shareholders of the Company have the right to cumulate their votes with
respect to the election of directors. If cumulative voting is employed, 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
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the shareholder deems appropriate. 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 candidates 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 Exchange or the NASDAQ
National Market System, cumulative voting will be eliminated for shareholders.
Further, at that time, the Board of Directors will be divided into two classes
as nearly equal in number as possible and all directors will no longer be
elected at each Annual Meeting.
SOLICITATION AND REVOCABILITY OF PROXIES
Any form of Proxy may be revoked at any time before it is voted. A
shareholder may revoke his Proxy by (a) notifying the Secretary of the Company
either in writing prior to the Annual Meeting or in person at the Annual
Meeting; (b) submitting a Proxy bearing a later date; or (c) voting in person at
the Annual Meeting. All Proxies returned prior to the Annual Meeting will be
voted in accordance with instructions contained therein. Shares of the Company's
Common Stock represented by an effective Proxy in the accompanying form will,
unless contrary instructions are specified in the Proxy, be voted in favor of
(i) the proposal to elect the six (6) persons nominated by the Board of
Directors to be directors; and (ii) the proposal to ratify the appointment of
AJ. Robbins, P.C., as independent accountants for the Company for the fiscal
year ending December 31, 1999.
The Company will bear the cost of the solicitation of Proxies by the Board
of Directors. The Board of Directors may use the services of its executive
officers and certain directors to solicit Proxies from shareholders in person
and by mail, telegram and telephone. Arrangements may also be made with brokers,
fiduciaries, custodians and nominees to send Proxies, Proxy Statements and other
material to the beneficial owners of the Company's Common Stock held of record
by such persons, and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them in so doing.
The Bylaws of the Company require that, unless cumulative voting is
invoked, a majority of the shares entitled to vote, present in person or by
Proxy, shall constitute a quorum for the conduct of business at the Annual
Meeting. A plurality of the votes cast at the Annual Meeting is required to
elect each of the nominees for election as a director of the Company. If
cumulative voting is invoked, however, the six candidates receiving the highest
number of votes shall be elected.
The enclosed form of Proxy provides a method for shareholders to withhold
authority to vote for any proposal. By withholding authority, shares will not be
voted either for or against a particular matter but will be counted for quorum
purposes. Abstentions and broker "non-votes" are counted for purposes of
determining the presence or absence of a quorum for the transaction of business
and are not counted in tabulations of the votes cast on proposals presented to
the shareholders for purposes of determining whether a proposal has been
approved.
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The Company knows of no reason why any of the nominees named herein would
be unable to serve. In the event, however, that any nominee named should, prior
to the election, become unable to serve as a director, the Proxy will be voted
in accordance with the best judgment of the person named therein. The Board of
Directors does not know of any matters which will be brought before the Annual
Meeting other than those matters specifically set forth in the Notice of Annual
Meeting. However, if any other matter properly comes before the Annual Meeting,
it is intended that the person named in the enclosed form of Proxy, or his
substitute(s) acting thereunder, will vote on such matter in accordance with his
best judgment.
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the names, ages, positions with the Company and its
wholly-owned subsidiary, Dasibi Environmental Corp., and business experience of
the directors and executive officers of the Company.
Name Age Position(s) With Company And Dasibi
---- --- -----------------------------------
Albert E. Gosselin, Jr. (1) 66 President, Chief Executive Officer
and Chairman of the Board of
Directors
Barbara L. Gosselin (1) 63 Secretary and Director
Marcia A. Smith (2) 60 Director of Pollution Research and
Control Corp.; Manager of
Administration of Dasibi
Environmental Corp.
Gary L. Dudley 61 Director
Craig E. Gosselin 39 Director
Barry Soltani 42 Director
(1) The individuals named above hold the identical positions indicated with
Dasibi Environmental Corp. ("Dasibi").
(2) Ms. Smith serves as a director and the Manager of Administration of Dasibi.
All directors hold office until the next annual meeting of the Company's
shareholders and until their successors have been elected and qualify. Officers
serve at the pleasure of the board of directors.
Family Relationships
Albert E. Gosselin, Jr., and Barbara L. Gosselin, husband and wife, are the
parents of Mr. Craig E. Gosselin, who is an adult. Except as aforesaid, no
family relationship(s) exist between or among the directors and executive
officers of the Company.
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Business Experience
Set forth below is certain information regarding the directors and
executive officers of the Company.
Albert E. Gosselin, Jr., has served as the President, Chief Executive
Officer and Chairman of the Board of Directors of the Company (formerly "Dasibi
Environmental Corp." and "A.E. Gosselin Engineering, Inc.") and Dasibi (formerly
"Baral Engineering, Inc."), corporations which he co-founded with Barbara L.
Gosselin, since the organization of those corporations in December 1971 and July
1976, respectively. He also served as the President, Chief Executive Officer and
Chairman of the Board of Directors of the Company's former parent corporation, a
corporation also named "Pollution Research and Control Corp. ("PRCC") which he
co-founded with Mrs. Gosselin under the name of "A.E. Gosselin Engineering Co.,"
from its inception date in 1966 through the date of its spin-off in October
1986. Mr. Gosselin also served as the President, Chief Executive Officer and
Chairman of the Board of Directors of Applied Conservation Technology, Inc.
("ACT"), a former wholly-owned subsidiary of Pollution Research and Control
Corp. engaged in the business of providing environmental impact reports to
electric utilities, together with the Company, from 1980 through the date of the
purchase of ACT by its management from PRCC in November 1986. ACT is presently a
diversified environmental consulting firm owned and managed by Gary L. Dudley, a
Company director, and other members of management. Mr. Gosselin received a
Bachelor of Science in mechanical engineering from Loyola University, Los
Angeles, California, in 1954. He has been a registered mechanical engineer in
the State of California since 1959.
Barbara L. Gosselin has served as an executive officer and a director of
the Company, which she co-founded with Albert E. Gosselin, Jr., in December
1971, since its inception. Mrs. Gosselin has served in the office of Secretary
of the Company since April 1990 and, from inception through April 1990, she
served as the Company's Chief Financial Officer. Mrs. Gosselin, together with
Mr. Gosselin, co-founded Dasibi in July 1976 and she has served as the Secretary
and a director of Dasibi since its organization. Mrs. Gosselin was the
co-founder in 1966, with Mr. Gosselin, of PRCC, the Company's former parent
corporation, for which she served as an executive officer and a director until
it was spun-off in October 1986.
Marcia A. Smith has served as a director of the Company and Dasibi since
May 1990. She has been employed as the Manager of Administration and in various
other capacities with Dasibi since 1979.
Gary L. Dudley has served as a director of the Company during the periods
since June 1991 and from 1980 through January 1991, and he served as the
Company's Vice President from 1979 through November 1986. Mr. Dudley also served
as an executive officer and a director of PRCC, the Company's former parent
corporation, from 1984 through the date of the spin-off of PRCC in October 1986.
Mr. Dudley has been the President and a principal shareholder of ACT, now
located in Westminster, California, a diversified environmental consulting firm
formerly wholly-owned, together with the Company, by PRCC, since the purchase of
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ACT by its management from PRCC in November 1986. He served as ACT's Vice
President from 1980 through 1986. From 1962 through 1978, Mr. Dudley was
employed in various engineering-related positions by Southern California Edison
Company, TRW Systems, McDonnell Douglas Corporation and North American Rockwell
Corporation. He received a Bachelor of Science in engineering from California
State University in 1962 and a Masters Degree in Mechanical Engineering from the
University of Southern California in 1966. Mr. Dudley is a registered mechanical
engineer in the State of California and a member of the Association of
Environmental Professionals.
Craig E. Gosselin has served as a director of the Company and Dasibi since
October 1987. Mr. Gosselin is an attorney who has been licensed to practice law
in the State of California since 1984. He has served as the Vice President and
General Counsel of Vans, Inc., a publicly-held designer, distributor and
retailer of footwear, snowboard boots, apparel and related accessories located
in Santa Fe Springs, California, since July 1992. He received a Bachelor of
Business Administration from Loyola Marymount University in 1981 and a Juris
Doctor from Southwestern University School of Law in 1984.
Barry Soltani received a PhD in economics from the University of
California, Riverside in 1989, his Master's from the University of California,
Riverside in 1983, and graduated from San Diego State University in 1981 with a
B.B.A. in economics. Dr. Soltani is directly involved in funding for industrial
development projects in China and since 1993 has been an independent consultant
in corporate finance for joint ventures in China. Dr. Soltani has served as a
director of the Company since April 22, 1997. Since 1989, he has served as the
President and a director of PIC Computers, Ltd., Macau, a Macau company owned
50% by him and Mr. Mehrdad Etemad, each of whom is the record owner of
approximately 7% of the Company's outstanding shares of Common Stock, which is
engaged in the marketing, resale and wholesale distribution of computers and
computer-related equipment.
PRINCIPAL SHAREHOLDERS
The following table sets forth information as of July 12, 1999 regarding
the ownership of the Company's Common Stock by each shareholder known by the
Company to be the beneficial owner of more than five percent of its outstanding
shares of Common Stock, each director and all executive officers, and directors
as a group. Except as otherwise indicated, each of the shareholders has sole
voting and investment power with respect to the shares of Common Stock
beneficially owned.
Name and Address Amount Percent
of Beneficial Owner (1) Beneficially Owned of Class (2)
- ------------------------------------- ------------------- -----------
Ronald Patterson 358,666 (3) 9.8 %
Albert E. and Barbara L. Gosselin, Jr. 284,057 (4) 7.8 %
Barry Soltani 235,000 (5) 6.5 %
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Name and Address Amount Percent
of Beneficial Owner (1) Beneficially Owned of Class (2)
- ------------------------------------- ------------------- -----------
Mehrdad Etemad 225,000 6.2 %
Philip Huss 183,332 (6) 5.1 %
Gary L. Dudley 47,500 (7) 1.3 %
Marcia A. Smith 30,320 (8) *
Craig E. Gosselin 16,250 (9) *
All Executive Officers and Directors as
a Group (six persons) 15.6 %
* Less than one percent
(1) The address of Mr. Ronald Patterson is 17 Prestile Place, Robbinsville, NJ
08691. The address of Mehrdad Etemad is Ave. Venceslau de Morais, Keck Seng
Building, 157, Block II, Unit H, 7th Floor, Macau. The address of Mr.
Philip Huss is 22 Cedar Court, Durango, Co 81301. The addresses of the rest
of the individuals named above is 506 Paula Avenue, Glendale, California
91201.
(2) Assumes the exercise of outstanding options and warrants specific to the
referenced party, the denominator of which is made up of the outstanding
shares of Common Stock plus those specific warrants and options.
(3) Includes 133,333 shares of Common Stock issuable upon the exercise of an
option owned of record by Ronald Patterson.
(4) Includes 73,250 shares of Common Stock issuable upon the exercise of
options owned of record by Albert E. Gosselin, Jr. exercisable within 60
days. Does not include a total of 19,832 shares of Common Stock owned of
record collectively by Craig. E., Cynthia L., and Jennifer Gosselin, the
adult children of Albert E. and Barbara Gosselin, Jr., as to which Mr. and
Mrs. Gosselin disclaim any beneficial ownership. Mr. & Mrs. Gosselin hold
their shares of Common Stock as community property and exercise joint
voting and investment power with respect to such shares.
(5) Includes 10,000 shares of Common Stock issuable upon the exercise of an
option owned of record by Barry Soltani and exercisable within 60 days.
(6) Includes 116,666 shares of Common Stock issuable upon the exercise of
options owned of record by Philip Huss.
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(7) Represents 27,500 shares of Common Stock issuable upon the exercise of
options owned of record by Gary L. Dudley which is exercisable within 60
days.
(8) Includes 28,750 shares of Common Stock issuable upon the exercise of an
option owned of record by Marcia Smith, and exercisable within 60 days.
(9) Craig E. Gosselin is the adult son of Albert E. and Barbara L. Gosselin,
Jr., who disclaim any beneficial ownership of his shares, and includes
15,000 shares of Common Stock issuable upon the exercise of options owned
of record and exercisable within 60 days.
EXECUTIVE COMPENSATION
The following table sets forth the total cash and non-cash compensation
paid by the Company for the fiscal years ended December 31, 1996, 1997 and 1998,
to the Company's President and Chief Executive Officer, who was the only
executive officer of the Company whose aggregate cash compensation exceeded
$100,000 for the 1998 fiscal year.
Long Term Compensation
Awards
Securities Underlying
Name and Principal Position Year Salary Options/SARs(#)
- --------------------------- ---- ------ ---------------
Albert E. Gosselin, Jr., President, 1998 $ 202,223 -------
Chief Executive Officer and 1997 $ 151,000 -------
Chairman of the Board 1996 $ 211,925 55,000
The Company does not provide officers or employees with pension, stock
appreciation rights, long-term incentive or other plans.
Compensation of Directors
Directors do not receive compensation pursuant to any standard arrangement
for their services as directors.
Employment Agreements
The Company has an employment agreement with Albert E. Gosselin, Jr., the
President, Chief Executive Officer and Chairman of the Board of Directors of the
Company, Mr. Gosselin's employment agreement (the "Gosselin Agreement") was
first approved by the Board of Directors on July 30, 1987, and has since been
extended through August 31, 2003. The Gosselin Agreement, as extended, provides
for the payment to Mr. Gosselin of a base salary of $200,000, $210,000, 220,000,
230,000, 240,000 and $250,000 during the one-year periods ending August 31,
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1998, 1999, 2000, 2001, 2002, and 2003, respectively. The Gosselin Agreement
further obligates the Company to permit Mr. Gosselin to participate in the
Company's Employee's 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 Gosselin 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
1999, Mr. Gosselin would be entitled to receive $627,900 as a severance payment.
The Company has an employment agreement (the "Smith Agreement") with Ms.
Marcia A. Smith, Dasibi's Manager of Administration, which commenced on June 9,
1997 and continues through August 31, 2003 The Smith agreement provides for the
payment to Ms. Smith of a base salary of $75,000 during each one-year period
ended July 20, 1997, through 2003 and annual salary increases in the discretion
of the Board of Directors. Pursuant to the Smith Agreement, Ms. Smith is
required to be reimbursed by the Company for her expenses incurred in connection
with the performance of her responsibilities and she is permitted to participate
in the Company's Group Medical Plan and any other Company health, life
insurance, group medical, disability income insurance and/or stock option plan.
Under the Smith Agreement, Ms. Smith's salary continues in the event of her
disability and for six months after her death. She is also entitled to a lump
sum severance payment equivalent to 2.99 times her current salary in the event
of her termination within eighteen months after a "change of control" of the
Company, as defined in the Company's employment agreement with Mr. Gosselin
described hereinabove. She would be entitled to receive a severance payment in
the amount of $216,177 if such an event occurred during fiscal 1999.
ELECTION OF DIRECTORS
(Proposal Number 1 on Proxy Card)
The Company's Amended and Restated By-Laws provide that the business and
affairs of the Company shall be managed and all corporate powers shall be
exercised by or under the direction of a Board of Directors of not less than
three nor more than nine members, and that the Board's size shall be fixed from
time to time by the Board of Directors. The Company currently has six directors
and, at the Annual Meeting, it is proposed that six (6) directors be elected,
each to serve until the next Annual Meeting and until his or her successor has
been duly elected and qualified, by the holders of the shares of the Company's
Common Stock issued and outstanding. To be elected, unless cumulative voting is
invoked, each director must receive a majority of the votes cast at the Annual
Meeting. All directors serve until the next Annual Meeting of the Company's
shareholders and until their successors are duly elected and qualified. Each
outstanding share of Common Stock entitles the holder thereof to one vote with
respect to the election of each of the six directors.
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The enclosed form of Proxy provides a method for shareholders to withhold
authority to vote for any one or more of the nominees for director while
granting authority to vote for the remaining nominees. If you wish to grant
authority to vote for all nominees, check the box marked "FOR." If you wish to
withhold authority to vote for all nominees, check the box marked "WITHHOLD." If
you wish your shares to be voted for one or more nominees and not others, check
the box marked "FOR" and indicate the name(s) of the nominee(s) for whom you are
withholding the authority to vote by drawing a line through the name(s) of such
nominee(s). If you withhold authority to vote your shares, such vote will be
treated as an abstention and, accordingly, your shares will neither be voted for
or against a director, but will be counted for purposes of determining whether a
quorum of shares is present or represented by Proxy at the Annual Meeting.
It is intended that, if no contrary specification is made, the persons
named in the Proxy card will vote for the election of the following six
nominees: Mr. Albert E. Gosselin, Jr., Mr. Gary L. Dudley, Ms. Barbara L.
Gosselin, Ms. Marcia A. Smith, Mr. Craig E. Gosselin and Dr. Barry Soltani. All
of the nominees are presently serving as directors of the Company and Mr. Albert
E. Gosselin, Jr., and Ms. Barbara L. Gosselin are presently serving in the
positions of President/Chief Executive Officer/Chairman of the Board of
Directors and Secretary, respectively, of the Company. All of the nominees were
previously elected by the shareholders.
The enclosed Proxy, if properly signed and returned, will be voted for the
election of the six nominees named above, unless authority to vote is withheld.
The Board of Directors believes that all of the nominees will be available and
able to serve as directors, but if any of these persons should decline election
or should by reason of any unexpected occurrence be unable to serve, the persons
named in the Proxy card may exercise discretionary authority to vote for a
substitute or substitutes.
Vote Required and Recommendation
Unless cumulative voting is invoked, the affirmative vote of a majority of
the votes cast at the Annual Meeting is required to elect each nominee to serve
on the Board of Directors of the Company. If cumulative voting is invoked, the
six candidates receiving the highest number of votes shall be elected. The Board
of Directors of the Company unanimously recommends that the shareholders vote in
favor of the six (6) nominees, including Mr. Albert E. Gosselin, Jr., Mr. Gary
L. Dudley, Ms. Barbara L. Gosselin, Ms. Marcia A. Smith, Mr. Craig E. Gosselin
and Dr. Barry Soltani.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANT
(Proposal Number 2 on Proxy Card)
The Company engaged the independent accounting firm of AJ. Robbins, P.C.
("AJ. Robbins"), Denver, Colorado, to audit the Company's financial statements
commencing with the Company's fiscal year ended December 31, 1996. The Board of
Directors of the Company appointed AJ. Robbins as the independent accountant for
the Company for the fiscal years ended December 31, 1996, 1997, and 1998, and
has appointed the firm to continue as the Company's independent accountant for
the current fiscal year ending December 31, 1999. It is anticipated that a
representative of AJ. Robbins will be present at the Annual Meeting to respond
to questions or make a statement.
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Vote Required and Recommendation
The affirmative vote of a majority of the shares of Common Stock present or
represented by proxy and voting at the Annual Meeting is required for approval
of this proposal. The Board of Directors unanimously recommends that the
shareholders vote in favor of ratification of the appointment of AJ. Robbins to
serve as the Company's independent accountant for the current fiscal year ending
December 31, 1999.
REPORTS UNDER FEDERAL SECURITIES LAWS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that the Company's executive officers and directors and persons who own more
than ten per cent of a registered Series of the Company's securities file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc. Officers,
directors and greater than ten per cent shareholders are required by Commission
regulation to furnish the Company with copies of all forms filed pursuant to
Section 16(a) of the Exchange Act. Based on a review of the copies of such forms
received by it and written representations from certain reporting persons that
no Forms 4 or Forms 5 were required for those persons, the Company believes that
during the year ended December 31, 1998, its executive officers, directors and
ten per cent beneficial owners were in compliance with the applicable
requirements of Section 16(a) of the Exchange Act.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company is unaware of any matters to be presented at the Annual Meeting other
than those specifically set forth in the Notice of Annual Meeting of
Shareholders. However, if other proper matters shall come before the Annual
Meeting or any adjournment thereof, the persons named in the enclosed Proxy
intend to vote the shares represented by them in accordance with their best
judgment in respect to any such matters.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder intended to be presented at the 1999 Annual
Meeting must be received at the offices of the Company, 506 Paula Avenue,
Glendale, California, 91201, not later than December 22, 1999, in order to be
included in the Company's Proxy Statement and Proxy relating to that Annual
Meeting.
By Order of the Board of Directors,
/S/ Barbara L. Gosselin
--------------------------------------------
Barbara L. Gosselin, Secretary
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POLLUTION RESEARCH AND CONTROL CORP.
PROXY
Meeting of Shareholders Solicited on Behalf of the
August 12, 1999 Board of Directors
The undersigned shareholder of Pollution Research and Control Corp. (the
"Company"), revoking all prior proxies, hereby appoints Albert E. Gosselin, Jr.,
as the true and lawful proxy and attorney-in-fact of the undersigned, with full
power of substitution, to vote in the name of the undersigned all shares of the
common stock, no par value per share (the "Common Stock"), of the Company which
the undersigned is entitled to vote at the Annual Meeting of the Shareholders
(the "Annual Meeting") of the Company to be held on Thursday, August 12, 1999 ,
at 4:00 p.m., Pacific Daylight Time, at the Best Western Golden Key Motel, 123
West Colorado Street, Glendale, California, and at any and all adjournments of
said meeting. Said proxy and attorney-in-fact is directed to vote or refrain
from voting as indicated below upon the following matters, and otherwise in his
discretion:
1. FOR [ ] WITHHOLD AUTHORITY FOR [ ]
The election of the following six (6) directors to the Company's Board of
Directors to hold office until the next Annual Meeting or until their successors
shall have been elected and qualified:
(i) Albert E. Gosselin, Jr. (iii) Gary L. Dudley (v) Marcia Smith
(ii) Barbara L. Gosselin (iv) Craig E. Gosselin (vi) Barry Soltani
(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 [ ]
Ratify the appointment of AJ. Robbins, P.C., as the independent accountant for
the Company for the fiscal year ending December 31, 1999.
3. FOR [ ] AGAINST [ ] ABSTAIN [ ]
In their discretion, upon any other matters as may properly come before the
Annual Meeting or any adjournment thereof.
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Signature of Shareholder 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
and proposals listed above.
