<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or 240.14a-12
</TABLE>
SIONIX CORPORATION
- --------------------------------------------------------------------------------
(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 transaction 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:
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(4) Date Filed:
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<PAGE> 2
SIONIX CORPORATION
Notice of 2000 Annual Meeting of Shareholders
March 2, 2000
To The Shareholders:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders of Sionix
Corporation, a Utah corporation (the "Company"), will be held on March 2, 2000,
at 10:00 a.m., Pacific Time, at the Irvine Hyatt Regency Hotel, 17900 Jamboree
Road, Irvine, CA 92614, in Salon "D" (Telephone 949 975-1234) for the following
purposes.
1. To elect directors to serve for the ensuing year and until their
successors are elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
Only shareholders of record at the close of business on February 7, 2000 are
entitled to notice of and to vote at the meeting.
Attendance at the Annual Meeting will be limited to shareholders and guests of
the Company. Shareholders may be required to furnish proof of ownership of the
Company's Common Stock before being admitted to the meeting. Shareholders
holding shares in the name of a broker or other nominee are requested to bring a
statement from the broker or nominee confirming their ownership of the Company's
Stock. Directions to the meeting accompany the Proxy Statement.
To ensure your representation at the meeting, you are urged to vote, sign, date
and return the enclosed Proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Shareholders attending the meeting may vote
in person even if they have returned a proxy.
By Order of the Board of Directors
Joan C. Horowitz, Secretary
Irvine, California
February 8, 2000
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date and
sign it, and return it in the envelope provided, which is addressed for your
convenience. No postage is required if mailed in the United States.
PLEASE MAIL YOUR PROXY AS PROMPTLY AS POSSIBLE
1
<PAGE> 3
SIONIX CORPORATION
9272 Jeronimo Road Suite 108, Irvine, California 92618
PROXY STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS
MARCH 2, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of Sionix
Corporation (the "Company"), for use at the 2000 Annual Meeting of Shareholders
to be held on March 2, 2000, at 10:00 a.m., Pacific Time, or any adjournment
thereof (the "Annual Meeting"). The purposes of the Annual Meeting are set forth
below and in the accompanying Notice of 2000 Annual Meeting of Shareholders. The
Annual Meeting will be held the 2nd of March 2000, at 10:00 a.m., Pacific
Standard Time, at the Irvine Hyatt Regency Hotel, 17900 Jamboree Road, Irvine,
CA 92614, in Salon "D."
RECORD DATE
Shareholders of record at the close of business on February 7, 2000 (the "Record
Date") are entitled to notice of and to vote at the meeting.
REVOCABILITY OF PROXY
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person.
SOLICITATION
The cost of solicitation will be borne by the Company. The Company's directors
and officers may solicit proxies personally or by telephone, facsimile or
telegram but will receive no additional compensation for doing so.
VOTING SECURITIES
OUTSTANDING SHARES
The Company has only one class of stock outstanding, the Company's Common Stock,
$.001 par value per share (the "Common Stock"). At the Record Date, 41,367,458
shares of the Company's Common Stock were issued and outstanding.
VOTING RIGHTS
Under the Utah Revised Business Corporation Act and the Company's Certificate of
Incorporation and Bylaws, each shareholder is entitled to one vote for each
share of Common Stock held at the Record Date for all matters, including the
election of directors. Pursuant to Section 16-10a-728 of the Utah Revised
Business Corporation Act, there is no cumulative voting. The required quorum for
the transaction of business at the Annual Meeting is a majority of the votes
eligible to be cast by holders of shares of common stock issued and outstanding
on the Record Date. Shares that are voted "FOR," "AGAINST," "WITHHELD" or
"ABSTAIN" are treated as being present at the Annual Meeting for the purposes of
establishing a quorum and are also treated as shares entitled to vote at the
Annual with respect to such matter.
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<PAGE> 4
VOTING PROXIES
The shares of Common Stock represented by all properly executed proxies received
in time for the meeting will be voted in accordance with the directions given by
the shareholders. If no instructions are given, the shares will be voted FOR
each of the nominees named herein as directors, or their respective substitutes
as may be appointed by the Board of Directors.
BUSINESS TO BE TRANSACTED
ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws provide for not less than three nor more than eleven
directors. There are presently three directors, and it is contemplated that a
Board of three directors will be elected at the meeting. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for
management's nominees named below, all of whom are currently directors of the
Company. In the event that additional persons are nominated for election as
directors, the proxy holders intend to vote all proxies received by them in such
a manner as will ensure the election of as many of the nominees listed below as
possible. It is not expected that any nominee will be unable or will decline to
serve as a director. The term of office of each director is until the Company's
next annual meeting of shareholders and until such person's successor has been
elected and qualified The names of the three nominees and certain information
about them set forth below:
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- --------------- --- -------------------- --------------
<S> <C> <C> <C>
James J. Houtz 60 President and Chief Operating Officer 1998
Joan C. Horowitz 57 Secretary and Treasurer, Office Manager 1998
Robert E. McCray 63 Chief Financial Officer 1998
</TABLE>
BRIEF DESCRIPTION OF NOMINEES
Mr. Houtz has been President and Chief Operating Officer of the Company since
March 1998. For more than five years prior to that time he was a self-employed
consultant in the areas of engineering and new product development.
Mr. McCray has been Chief Financial Officer of the Company since July 1998.
Prior to that time he was employed by San Clemente Hospital and Medical Center,
as Supervisor-Accounts Payable and Supervisor-Data Processing
Ms. Horowitz has been Secretary/Treasurer and Office Manager of the Company
since April 1998. Prior to that time she was employed by Coldwell Banker in
office management.
COMPENSATION OF DIRECTORS
The directors receive no compensation for acting as directors.
SECTION 16(a) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the 'Exchange
Act"), requires the company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership (Forms 3, 4 and 5) with the
Securities and Exchange Commission. Officers, directors and
greater-than-ten-percent shareholders are required to furnish the Company with
copies of all such forms filed by them.
To the Company's knowledge, based solely on the Company's review of such reports
or representations from certain reporting persons that no Section 16(a) forms
were required to be filed by those persons, the Company believes that during the
year ended September 30, 1999 all filing requirements applicable to its
officers, directors, and other persons subject to Section 16 of the Exchange Act
were complied with.
3
<PAGE> 5
COMPENSATION OF OFFICERS
The aggregate annual remuneration, during the fiscal year ending September 30,
1999, of the three highest paid persons who are officers or directors was as
follows:
<TABLE>
<CAPTION>
Aggregate Capacities in which
Name remuneration remuneration was received
- ---- ------------ --------------------------
<S> <C> <C>
James J. Houtz $107,667 President and Chief Operating Officer
Robert E. McCray $ 52,000 Chief Financial Officer
Joan C. Horowitz $ 23,390 Secretary
</TABLE>
STRUCTURE AND FUNCTION OF THE BOARD OF DIRECTORS
During the last fiscal year, the Company's Board of Directors held seven
regular and special meetings. All directors attended at least 75% of the
meetings The Board has no Audit Committee, Nominating Committee or Compensation
Committee. The Board of Directors, meeting as a whole, consults with the
Company's independent auditors concerning their engagement and audit plan, and
thereafter concerning the auditor's report and management letter and with the
assistance of the independent auditors, also monitors the adequacy of the
Company's internal accounting controls. With respect to compensation, the Board
of Directors, acting as a whole, determines the compensation of corporate
officers, and will determine the persons entitled to participate in stock
option, bonus and other similar plans. The Board of Directors also meets as a
whole to nominate the individuals to be proposed by the Board of Directors for
election as directors of the Company.
There is no family relationship between any nominee and any other nominee
or executive officer of the Company.
OTHER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth ownership information as of September 30,
1999 with respect to all officers and directors, and each shareholder who
beneficially owns more than 5% of the outstanding shares:
<TABLE>
<CAPTION>
Name and Address No. of Shares Percentage
- ---------------- ------------- ----------
<S> <C> <C>
S. Donna Friedman Trust 5,968,000 16.7%
4120 Porte De Merano #80
San Diego, CA. 92122
James J. Houtz 6,065,667(1) 16.9%
Robert E. McCray 44,713 .1%
Joan C. Horowitz 25,000 .07%
All Directors and Officers
as a Group (3 Persons) 6,135,380(1) 17.1%
</TABLE>
- ----------------------
(1) Includes 5,711,500 shares issuable upon exercise of currently exercisable
options.
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<PAGE> 6
INDEPENDENT ACCOUNTANTS
Jones, Jensen & Co. served as the Company's independent certified public
accountants for the fiscal year ending September 30, 1999. The Company has not
yet selected an independent certified public accountant for the current fiscal
year. It is not anticipated that a representative of Jones, Jensen & Co. will be
present at the Annual Meeting.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy statement and
form of proxy relating to the Company's next annual meeting of shareholders,
proposals by the Company's shareholders intended to be presented at such annual
meeting must be received by the Company no later than October 10, 2000.
ANNUAL REPORT ON FORM 10-KSB
The Company's Annual Report on Form 10-KSB, which includes audited financial
statements for the Company's fiscal year ended September 30, 1999, is being
mailed to shareholders with this proxy statement.
OTHER MATTERS
The Company knows of no other matters to be submitted at the Annual Meeting. If
any other matters properly come before the meeting, the persons named in the
accompanying form of Proxy will vote, in their discretion, the shares they
represent.
Dated: February 8, 2000
5
<PAGE> 7
PROXY
SIONIX CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
MARCH 2, 2000
The undersigned, a stockholder of SIONIX CORPORATION (the "Company"), does
hereby appoint JAMES HOUTZ and ROBERT McCRAY, as the attorneys and proxies of
the undersigned, with power of substitution, for and on behalf of the
undersigned, and to attend the Annual Meeting of Stockholders of the Company to
be held at 10:00 a.m., Pacific Time, at the Irvine Hyatt Regency Hotel, 17900
Jamboree Road, Irvine, California 92614,on March 2, 2000 and any adjournment or
adjournments thereof (the "Annual Meeting"), to represent the undersigned at the
Annual Meeting, and there to vote all the shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting, in any manner
and with the same effect as if the undersigned were personally present at the
Annual Meeting, and the undersigned hereby authorizes and instructs the above
named proxies to vote as specified below.
The shares represented by this Proxy will be voted only if this Proxy is
properly executed and timely returned. In that event, such shares will be voted
in the manner directed herein. If no direction is made on how you desire your
shares to be voted, the Proxy holder will have complete discretion in voting the
shares on any matter voted on at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE FOLLOWING:
The shares represented by this Proxy shall be voted in the following
manner:
<TABLE>
<CAPTION>
FOR ELECTION AS DIRECTORS FOR AGAINST WITHHOLD
- ------------------------- --- ------- --------
<S> <C> <C> <C>
JAMES J. HOUTZ [ ] [ ] [ ]
ROBERT E. MC CRAY [ ] [ ] [ ]
JOAN C. HOROWITZ [ ] [ ] [ ]
</TABLE>
<PAGE> 8
The undersigned does hereby revoke any Proxy previously given with respect
to the shares represented by this Proxy.
NOTE: As to shares held in joint names, each joint owner should sign. If
the signer is a corporation, please sign full corporate name by a duly
authorized officer. If a partnership, please sign in partnership name by an
authorized person. If signing as attorney, executor, administrator, trustee,
guardian, or in other representative capacity, please give full title as such.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROPERLY RETURN IT USING THE
ENCLOSED ENVELOPE.
Number of Shares Owned: _________________________________
Dated: ____________________ ____________________________________
Signature
____________________________________
Name (typed or printed)
____________________________________
Address
Dated: ____________________ ____________________________________
Signature
____________________________________
Name (typed or printed)
____________________________________
Address
