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 [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
HEALTHY PLANET PRODUCTS, INC.
------------------------------------------------
(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.
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),or 14a-6(i)(2) of
Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 transactions 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>
HEALTHY PLANET PRODUCTS, INC.
1700 Corporate Circle
Petaluma, California 94954
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on August 5, 1998
To the Stockholders of
HEALTHY PLANET PRODUCTS, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of HEALTHY
PLANET PRODUCTS, INC. (the "Company") will be held at the Company's offices
located at 1700 Corporate Circle Petaluma, California, 94954 on August 5, 1998
at 10:00 a.m., California time, for the following purposes:
(1) To elect two (2) Class 1 Directors to serve for a term of three (3)
years and until a successor has been duly elected and qualified;
(2) To transact such other business as may properly be brought before
the meeting or any adjournment thereof.
The close of business on June 16, 1998 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at,
the Annual Meeting and any adjournment thereof.
Enclosed are a Proxy Statement, a Proxy and a self-addressed envelope in
which to return the Proxy. You are cordially invited to attend the Annual
Meeting. Whether or not you plan to attend, please complete, date and sign the
accompanying Proxy and return it promptly in the enclosed envelope to assure
that your shares are represented at the Annual Meeting. If you do attend, you
may revoke any prior Proxy and vote your shares in person if you wish to do so.
Any prior Proxy will automatically be revoked if you execute the accompanying
Proxy or if you notify the Secretary of the Company, in writing, prior to the
Annual Meeting of Stockholders.
By Order of the Board of Directors
ANTONIO SANTIAGO,
Secretary
Dated: June 23, 1998
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>
HEALTHY PLANET PRODUCTS, INC.
1700 Corporate Circle
Petaluma, California 94954
PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on August 5, 1998
This Proxy Statement and the accompanying form of Proxy have been mailed
on or about June 23 1998 to the holders of the Common Stock and Series D
Preferred Stock of record on June 16, 1998 of HEALTHY PLANET PRODUCTS, INC.,
INC., a Delaware corporation (the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
Company's office on August 5, 1998 and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
On June 16, 1998 (the "Record Date") there were 2,282,368 shares of Common
Stock, par value $.01 per share, issued and outstanding and 31,335 shares of
Series D Preferred Stock, par value $.10 per share, issued and outstanding.
Only holders of Common Stock and Series D Preferred Stock of record at the
close of business on the Record Date are entitled to receive notice of, and to
vote at, the Annual Meeting. Each share of Common Stock and Series D Preferred
Stock entitles the holder thereof to one vote on each matter submitted to
stockholders. The Common Stock and the Series D Preferred Stock vote together
as a single class. Voting is on a non-cumulative basis. The presence, in person
or by proxy, of a majority of shares entitled to vote will constitute a quorum
for the meeting.
The sole matter to be considered by and submitted to the stockholders for
voting is the election of two nominees for Class 1 Director. Shares of the
Company's Common Stock and Series D Preferred Stock represented by a properly
executed Proxy in the accompanying form will, unless contrary instructions are
specified in the Proxy, be voted FOR the election of the two (2) nominees
identified on the Proxy for Class 1 Director to serve for a term of three (3)
years.
Any Proxy may be revoked at any time before it is voted. A stockholder may
revoke the Proxy by notifying the Secretary of the Company either in writing
prior to the Annual Meeting or in person at the Annual Meeting, by submitting a
Proxy bearing a later date or by voting in person at the Annual Meeting.
Election of directors is by plurality vote, with the two persons receiving the
highest vote totals to be elected as directors of the Company. Accordingly,
abstentions and broker non-votes will not affect the outcome of the election of
directors. The Proxy also provides that the persons authorized thereunder may,
in the absence of instructions to the contrary, vote or act in accordance with
their judgment on any other matters properly presented for action at the Annual
Meeting or any adjournment thereof.
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 stockholders 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 Common Stock and
Series D Preferred 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 Annual Report to Stockholders for the fiscal year ended December 31,
1997, including financial statements, accompanies this Proxy Statement.
The principal executive offices of the Company are located at 1700
Corporate Circle, Petaluma, California 94954; the Company's telephone number is
(707) 778-2280.
1
<PAGE>
Independent Public Accountants
The Board of Directors of the Company has selected Moss Adams, Certified
Public Accountants, as independent accountants of the Company for the fiscal
year ending December 31, 1998. Stockholders are not being asked to approve such
selection because such approval is not required. The audit services provided by
Moss Adams consist of examination of financial statements, services relative to
filings with the Securities and Exchange Commission, and consultation in regard
to various accounting matters. Representatives of Moss Adams are expected to be
present at the Annual Meeting, will have the opportunity to make a statement if
they so desire, and will be available to respond to appropriate questions.
VOTING SECURITIES AND SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Company's Common
Stock, $.01 par value, and the Company's Series D Preferred Stock, $.10 par
value. There were 2,282,368 shares of Common Stock and 31,335 shares of Series
D Preferred Stock outstanding on the Record Date. Each share of Common Stock
entitles its holder to one vote on each matter submitted to stockholders. Each
share of Series D Preferred Stock entitles its holder to one vote on each
matter submitted to stockholders. The Common Stock and Series D Preferred Stock
vote together as a single class. Voting of the shares of Common Stock and
Series D Preferred Stock is on a non-cumulative basis.
The following table sets forth certain information as of June 16, 1998
with respect to the ownership of Common Stock by (i) the persons (including any
"group" as that term is used in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended), known by the Company to be the beneficial owner of more
than five percent of any class of the Company's voting securities, (ii) each
director and each executive officer of the Company and (iii) all directors and
executive officers as a group. Except to the extent indicated in the footnotes
to the following table, each of the individuals listed below possesses sole
voting power with respect to the shares listed opposite such individual's name.
<TABLE>
<CAPTION>
Name and Address Amount of and Nature
of Beneficial Owner of Beneficial Ownership Percentage of Class
- ------------------------------------- ------------------------- --------------------
<S> <C> <C>
Bruce A. Wilson 155,600(1)(2) 6.5%
1700 Corporate Circle
Petaluma, CA 94954
John V. Winfield 709,600(3) 27.2%
2121 Avenue of the Stars
Los Angeles, CA 90067
The InterGroup Corporation 374,400(4) 15.4%
2121 Avenue of the Americas
Los Angeles, CA 90067
Starr Securities, Inc. 131,048(5) 5.6%
19 Rector Street
New York, NY 10006
Paul Bluhdorn 181,256(6) 7.9%
P.O. Box 7854
Burbank, CA 91510
Mark S. Siegel 70,062(7) 3.0%
P.O. Box 7854
Burbank, CA 91510
Yvette Bluhdorn 71,738(7)(8) 3.1%
P.O. Box 7854
Burbank, CA 91510
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name and Address Amount of and Nature
of Beneficial Owner of Beneficial Ownership Percentage of Class
- ------------------------------------------- ------------------------- --------------------
<S> <C> <C>
Estate of Ludwig Jesselson 182,071(9)(10) 7.9%
1301 Avenue of the Americas
New York, NY 10019
Michael Jesselson 92,062(11) 4.0%
1301 Avenue of the Americas
New York, NY 10019
Ricky Williams 55,000(12) 2.3%
1700 Corporate Circle
Petaluma, CA 94954
M. Scott Foster 102,500(13) 4.3%
1700 Corporate Circle
Petaluma, CA 94954
Daniel R. Coleman 10,000(14) *
500 108th Avenue, NE
Bellevue, WA 98004
Michael G. Zybala -- --
2251 San Diego Avenue
San Diego, CA 92210
All Directors and Executive 977,700 34.9%
Officers as a Group (5 persons in
number)(1)(2)(3)(12)(13)(14)
<FN>
- ------------
(1) Includes 102,500 vested and presently exercisable options.
(2) Includes 32,000 restricted shares subject to vesting at the rate of 4,000
shares per year on December 31st in each year.
(3) Based upon information contained in an Amendment No. 1 to a Schedule 13D
dated December 19, 1997 filed on behalf of John V. Winfield, The
InterGroup Corporation and Santa Fe Financial Corporation (the "Winfield
13D"). Includes (i) 167,600 shares of Common Stock and Common Stock
Purchase Warrants to purchase 150,000 shares of Common Stock owned by John
V. Winfield, (ii) 224,400 shares of Common Stock and Common Stock Purchase
Warrants to purchase 150,000 shares of Common Stock owned by The
InterGroup Corporation and as to which Mr. Winfield has shared voting and
dispositive power, and (iii) 12,600 shares of Common Stock owned by Santa
Fe Financial Corporation and as to which Mr. Winfield has shared voting
and dispositive power. Also includes options to purchase 5,000 shares of
Common Stock granted to Mr. Winfield upon his election to the Board of
Directors pursuant to the Company's Non-Employee Director Plan.
(4) Based upon information contained in the Winfield 13D, and includes 224,400
shares of Common Stock and 150,000 Common Stock Purchase Warrants owned by
The InterGroup Corporation.
(5) Based upon (i) information contained in an amendment to a Schedule 13D
dated March 3, 1992 filed on behalf of Starr Securities, Inc. ("Starr")
and its shareholders as members of a group (the "Starr 13D") and (ii)
records of the Company indicating a transfer by Starr of 12,500 Warrants
included in the Starr 13D. Includes 91,628 shares of Common Stock owned of
record by Starr. Includes 20,000 Warrants which vested and became
exercisable on November 4, 1996. According to the Starr 13D, Starr is a
registered broker-dealer and the share ownership reported therein does not
include shares held by Starr in its trading account.
(6) Based on information contained in an amendment to a Schedule 13D dated
January 27, 1993 (the "Bluhdorn 13D"), filed on behalf of Paul Bluhdorn,
Yvette Bluhdorn and Mark Siegel and the corporate records of the Company.
Does not include shares of Common Stock owned by Mrs. Bluhdorn or Mr.
Siegel, as to which shares of Common Stock Mr. Bluhdorn disclaims
beneficial ownership.
3
<PAGE>
(7) Based on information contained in the Bluhdorn 13D and the corporate
records of the Company.
(8) Based on information contained in the Bluhdorn 13D and the corporate
records of the Company. Does not include shares of Common Stock owned by
Mr. Bluhdorn and Mr. Siegel as to which shares of Common Stock Mrs.
Bluhdorn disclaims beneficial ownership.
(9) Ludwig Jesselson died on April 3, 1993. Mr. Michael Jesselson is one of
four Executors of the Estate of Mr. Jesselson. As Executor, Mr. Michael
Jesselson retains the authority with regard to the disposition of the
shares.
(10) Based on information contained in an amendment to a Schedule 13D dated
September 21, 1995 (the "Jesselson 13D") on behalf of Ludwig Jesselson,
Michael Jesselson, and the Estate of Ludwig Jesselson. Includes 175,488
shares of the Company's Common Stock owned by Ludwig Jesselson and 6,583
shares of the Common Stock owned by a trust created under the will of
Ludwig Jesselson, of which Michael Jesselson is the former trustee. Does
not include 92,062 shares of Common Stock owned by Michael Jesselson, as
to which shares of Common Stock the Estate of Ludwig Jesselson disclaims
beneficial ownership.
(11) Based on information contained in the Jesselson 13D. Does not include
229,821 shares of Common Stock beneficially owned by the Estate of Ludwig
Jesselson, as to which shares of Common Stock Michael Jesselson had
disclaimed beneficial ownership. To the extent Michael Jesselson may be a
beneficiary under the Estate of Ludwig Jesselson, Michael Jesselson may be
considered an indirect beneficial owner of these shares.
(12) Includes 55,000 vested and presently exercisable options.
(13) Includes 102,500 vested and presently exercisable options.
(14) Includes 10,000 vested and presently exercisable options.
</FN>
</TABLE>
Certain Reports
No person who, during the fiscal year ended December 31, 1997, was a
director, officer or beneficial owner of more than ten percent of the Company's
Common Stock (which is the only class of securities of the Company registered
under Section 12 of the Securities Exchange Act of 1934 (the "Act")) (a
"Reporting Person") failed to file, on a timely basis, reports required by
Section 16 of the Act during the most recent fiscal year or prior years. The
foregoing is based solely upon a review by the Company of Forms 3 and 4 during
the most recent fiscal year as furnished to the Company under Rule 16a-3(d)
under the Act, and Forms 5 and amendments thereto furnished to the Company with
respect to its most recent fiscal year, and any representation received by the
Company from any reporting person that no Form 5 is required.
I. ELECTION OF DIRECTORS
General
The sole matter to be considered and acted upon by the Stockholders at the
Annual Meeting is the election of Directors.
<TABLE>
The Company's Certificate of Incorporation classifies the Board of
Directors into three classes. The following table sets forth the persons who
currently serve as directors, the class of Directors in which they serve and
the year in which their current term expires.
<CAPTION>
Director Class Term Expires
-------- ----- ------------
<S> <C> <C>
Bruce A. Wilson ............ 1 1998
M. Scott Foster ............ 1 1998
Daniel R. Coleman .......... 2 2000
Michael G. Zybala .......... 2 2000
John V. Winfield ........... 3 1999
</TABLE>
4
<PAGE>
Each of the directors listed above, except for Mr. Winfield and Mr.
Zybala, was elected as a director for his current term by a vote of
shareholders. Mr. Winfield was elected by the Board to serve as a Class 3
Director in September 1997 and Mr. Zybala was elected by the Board to serve as
a Class 2 Director effective June 17, 1998.
Robert Fagenson resigned as a director of the Company effective April 1,
1998 and Joseph F. Furlong III resigned as a director of the Company effective
June 11, 1998. Mr. Fagenson served as a Class 2 Director and Mr. Furlong served
as a Class 3 Director. Mr. Zybala has replaced Mr. Fagenson as a Class 2
Director. As of the date hereof, the vacancy in Class 3 created by Mr.
Furlong's resignation has not been filled.
M. Scott Foster, who currently serves as a Class 1 Director, has notified
the Company that he will not stand for reelection at the Annual Meeting.
The Board of Directors has nominated two (2) persons, Bruce A. Wilson and
William J. Nance, for election as Class 1 Directors to the Board of Directors
for terms expiring at the Annual Meeting in the year 2001. Stockholders will be
voting for two (2) directors with terms of three (3) years. The affirmative
vote of a plurality of the outstanding shares of Common Stock and Series D
Preferred Shares entitled to vote thereon, voting together as a single class at
the Annual Meeting, is required to elect the directors. Accordingly,
abstentions and broker non-votes will not affect the outcome of the election of
directors. Abstentions and broker non-votes will, however, be considered as
votes represented at the Annual Meeting for quorum purposes. All proxies
received by the Board of Directors will be voted for the election of Messrs.
Wilson and Nance as Class 1 Directors if no direction to the contrary is given.
In the event that any nominee is unable to serve, the proxy solicited hereby
may be voted, in the discretion of the proxies, for the election of another
person in his stead. The Board of Directors knows of no reason to anticipate
that this will occur. No family relationship exists between any nominee for
election as a director.
Set forth below is a certain biographical information regarding Messrs.
Wilson and Nance.
Bruce A. Wilson, age 46, joined the Company as Vice-President of
Operations on October 15, 1987, and has been a Director and President, Chief
Financial and Chief Operating Officer of the Company since January 28, 1988. In
March 1994, Mr. Wilson assumed the position and responsibilities of Chief
Executive Officer of the Company.
William J. Nance, age 54, is Founder and President of Century Plaza
Printers, Inc. He is a certified public accountant and private consultant. Mr.
Nance is also Treasurer and Director of The InterGroup Corporation and a
Director of Santa Fe Financial Corporation and Portsmouth Square, Inc, each of
which is a public company. Mr. Nance owned no securities of the Company as of
the Record Date.
Set forth below is information regarding the Company's Directors whose
terms do not expire at the Annual Meeting.
Daniel R. Coleman, age 41, has, for the last five years, been a general
partner in three limited partnerships that invest in United States equity
securities. He also serves as President of Clyde Hill Research, a consulting
firm to investment managers.
Michael G. Zybala, age 46, was elected as a Class 2 Director in June 1998.
Since 1993, Mr. Zybala has been General Counsel for Santa Fe Financial
Corporation and Portsmouth Square, Inc. He has also served as Vice President
and Secretary of those entities since February 1998.
John V. Winfield, age 51, was elected a Class 3 Director in September,
1997. Mr. Winfield is the Chairman of the Board, President and Chief Executive
Officer of The InterGroup Corporation, having first been appointed as such in
1987. InterGroup is a public company traded on the NASDAQ Stock Market. Mr.
Winfield also presently serves as Chairman and Chief Executive Officer of Santa
Fe Financial Corporation and Portsmouth Square, Inc. See "Certain Relationships
and Related Transactions" for further information concerning Mr. Winfield's
relationship with the Company.
5
<PAGE>
Class 2 Directors will serve for a term expiring at the 2000 Annual
Meeting of Stockholders and Class 3 Directors will serve for a term expiring at
the 1999 Annual Meeting of Stockholders and in each case, until their
successors are duly elected and qualified. At each subsequent Annual Meeting of
Stockholders, one class of Directors will be elected for a term of three (3)
years and until their successors are duly elected and qualified.
Board Meetings, Committees and Compensation
On April 7, 1995, effective with the listing of the Company's Common Stock
on the American Stock Exchange, the Company established an Audit Committee of
the Board and a Compensation Committee of the Board. Because of the recent
resignation as Directors of Messrs. Fagenson and Furlong, there are currently
two vacancies on the Audit Committee (Mr. Wilson being the only remaining
member); it is anticipated that two new members will be added to the Audit
Committee at the first meeting of the Board of Directors held following the
Annual Meeting. The Compensation Committee currently consists of Mr. Coleman.
Directors who are employees of the Company do not receive compensation for
serving as a Director. Each non-employee Director receives an annual Director's
fee of $6,000. In addition, each non-employee Director receives an initial
grant of options to purchase 5,000 shares of the Company's Common Stock and
5,000 options on each anniversary date of service as a Director. All options to
be issued to non-employee Directors will be exercisable at the fair market
value for the Company's Common Stock on the date of grant.
During the fiscal year ended December 31, 1997, four (4) meetings of the
Board of Directors were held and action was taken on three (3) occasions by
unanimous written consent of the Board of Directors in lieu of meeting. Each
Director of the Company participated in every action taken by unanimous consent
in lieu of a meeting during the year. Each Director of the Company attended at
least 75% of all meetings of the Board and any committee on which such Director
served which were held during the year, except for Robert Fagenson. No
additional fee or compensation was paid during fiscal year 1997 to any Director
for serving in such capacity or for attending any meetings.
The Board of Directors recommends that you vote "FOR" Messrs. Wilson and
Nance as the nominees for Class 1 Director.
6
<PAGE>
EXECUTIVE COMPENSATION AND RELATED MATTERS
Summary Compensation
The following provides certain information concerning all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation
awarded to, earned by, paid or accrued by the Company during the years ended
December 31, 1997, 1996 and 1995 to the Chief Executive Officer and each of the
other executive officers of the Company (collectively, the "Named Executive
Officers").
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------------- ------------------------------
Awards
------------------------------
Other No. of
Annual Securities
Compen- Restricted Underlying
Salary Bonus sation Stock Options/
Name and Principal Position Year ($) ($)(1) ($) Award(s) ($) SARs (#)
- ----------------------------- ------ ----------- ---------- ---------------- ---------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Wilson ............. 1997 $150,000 -- $23,526(2) $14,500(3) --
President, Chief Executive, 1996 $150,000 $19,867 $23,720(2) $15,000(3) --
Chief Operating and Chief 1995 $125,000 $43,731 $32,910(2) $30,500(3) --
Financial Officer
Ricky Williams .............. 1997 $ 90,000 -- $ 9,670(4) -- --
Vice President of Operations 1996 $ 88,600 $ 9,000 $ 5,642(4) -- --
1995 $ 80,500 $12,500 $ 5,575(4) -- --
M. Scott Foster ............. 1997 $100,000 -- $24,825(5) -- --
Vice-President of Sales and 1996 $100,000 $11,411 $24,825(5) -- --
Marketing 1995 $ 80,000 $57,596 $24,825(5) -- --
<FN>
- ------------
(1) Mr. Wilson commenced serving as Chief Executive Officer in August, 1994.
Mr. Wilson receives an incentive bonus based upon the Company's net
pre-tax profit before interest expense for each calendar year during the
term. The amount of incentive bonus ranges from 8% of the first $100,000
of net pre-tax profit to 3% of the net pre-tax profit in excess of
$250,000. Mr. Foster receives an incentive bonus paid quarterly and
adjusted annually which is calculated to include (i) 1% of the Company's
net shipments on initial orders by new accounts opened by Mr. Foster; (ii)
5% of all net shipments exceeding the prior years shipments by 10% and
(iii) a percentage of the Company's profits before taxes. See "Employment
Agreements."
(2) Includes: (i) for 1997, an automobile allowance of $12,000, the payment of
premiums on a term life insurance policy of $2,826 and the payment of
taxes on 4,000 shares of restricted Common Stock which vested on December
31, 1997 of $8,700; (ii) for 1996, an automobile allowance of $12,000, the
payment of premiums on a term life insurance policy of $2,720 and the
payment of taxes on 4,000 shares of restricted Common Stock which vested
on December 31, 1996 of $9,000; and (iii) for 1995, an automobile
allowance of $12,900, the payment of premiums on a term life insurance
policy of $620 and the payment of taxes on 4,000 shares of restricted
Common Stock which vested on December 31, 1995 of $20,400.
(3) In April, 1991, Mr. Wilson was granted 60,000 restricted shares vesting at
the rate of 4,000 shares per year on December 31 of each year, over a 15
year period subject to certain accelerations. As of December 31, 1997, an
aggregate of 28,000 shares have vested. Amounts reported under this column
represent the fair market value, without giving effect to the diminution
in value attributable to the restriction of such stock, of 4,000 shares of
the Company's Common Stock which have vested each year, as valued on
December 31 of each year. See "Other Annual Compensation", with respect to
the cash payment for taxes attributable to these shares. As of December
31, 1997, the aggregate restricted stock holdings of Mr. Wilson consisted
of 52,000 shares valued at $188,500, the market value of these shares as
of December 31, 1997, without giving effect to the diminution in value
attributable to the restriction of such stock.
(4) Includes: (i) for 1997, an automobile allowance of $9,000 and the payment
of premiums on a term life insurance policy of $670; (ii) for 1996, an
automobile allowance of $5,040 and the payment of
7
<PAGE>
premiums on a term life insurance policy of $602; and (iii) for 1995, an
automobile allowance of $5,040 and the payment of premiums on a term life
insurance policy of $535.
(5) Includes: (i) for 1997, an expense allowance of $24,000 and the payment of
premiums on a term life insurance policy of $825; (ii) for 1996, an
expense allowance of $24,000 and the payment of premiums on a term life
insurance policy of $825; and (iii) for 1995, an expense allowance of
$24,000 and the payment of premiums on a term life insurance policy of
$825.
</FN>
</TABLE>
STOCK OPTIONS/SAR GRANTS
No stock option grants or Stock Appreciation Rights ("SARs") were made
during the year ended December 31, 1997 to any of the Named Executive Officers
of the Company.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
The following table contains information with respect to the named
executive officers concerning options held as of the year ended December 31,
1997.
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired Options/SARs as of Options/SARs at
on Value December 31, 1997 December 31, 1997(1)
Name Exercise Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------- ---------- -------------- --------------------------- --------------------------
<S> <C> <C> <C> <C>
Bruce A. Wilson ......... -- -- 102,500/-- --/--
Ricky Williams .......... -- -- 55,000/-- --/--
M. Scott Foster ......... -- -- 102,500/-- --/--
<FN>
- ------------
(1) Based upon the average closing bid and asked prices of the Company's Common
Stock on December 31, 1997 ($3.625 per share), less the exercise price for
the aggregate number of shares subject to the options, none of the
Options/SARs are in-the money.
</FN>
</TABLE>
Employment Agreements
On May 15, 1995, the Company entered into Amended and Restated Employment
Agreements with Bruce A. Wilson, its President, Chief Executive, Chief
Operating and Chief Financial Officer, and with M. Scott Foster, its Vice
President of Sales and Marketing.
Mr. Wilson's Employment Agreement, as amended and restated, extends the
term of Mr. Wilson's employment through December 31, 1999. Mr. Wilson continues
to be employed as President, Chief Executive, Chief Operating and Chief
Financial Officer of the Company. He received a base salary (the "Base Salary")
for the calendar year commencing January 1, 1995 of $125,000 per annum, of
which $20,000 was paid in a single lump sum on the 15th day of January, 1995
and the remainder of $105,000 was paid over the course of the year pursuant to
the Company's regular payroll periods; for the calendar years 1996 and 1997,
the amount of Base Salary was increased to $150,000 per annum, of which $30,000
was paid in a single lump sum on January 15th of each year and the remainder of
$120,000 was paid over the course of the year pursuant to the Company's regular
payroll periods; for the calendar years 1998 and 1999, the amount of Base
Salary is increased to $160,000 per annum, of which $40,000 is to be paid in a
single lump sum on January 15th of each year and the remainder of $120,000 is
to be paid over the course of the year pursuant to the Company's regular
payroll periods. Mr. Wilson is to further receive, for each year of the term,
an incentive bonus based upon the Company's net pre-tax profit before interest
expense for each calendar year, which incentive bonus ranges from 8% of the
first $100,000 of net pre-tax profit to 3% of the net pre-tax profit in excess
of $250,000. Mr. Wilson is to receive an automobile allowance of $1,000 per
month, a policy of term life insurance in the amount of $500,000 payable to a
beneficiary designated by him, and long-term disability insurance. In the event
Mr. Wilson is terminated without cause after December 31, 1997, he is to
receive a severance benefit of 24 months Base Salary. In the event of a Change
in Control in the Company (as defined) and, following such Change in Control,
there is a change in the composition of a majority of the Directors comprising
the entire Board of Directors immediately prior to
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the Change in Control, Mr. Wilson may elect, within six months following the
change in the composition of the Board of Directors following the Change in
Control, to terminate his employment with the Company and, in such case, he is
to receive a special severance payment in the form of the Company paying to Mr.
Wilson, with respect to all options granted to him prior to May 15, 1995, the
differential, if any, between (i) the strike price of Mr. Wilson's options plus
$3.20 and (ii) the average of the closing price of the Company's Common Stock
for the 10 days preceding the effective date of termination.
In connection with the amendment and restatement of his Employment
Agreement, all options granted to Mr. Wilson have been re-designated as
non-incentive stock options and, to the extent such options become vested and
are presently exercisable, may be exercised through December 31, 1999,
notwithstanding earlier termination of employment. All options granted to Mr.
Wilson to date which have not been previously exercised are presently
exercisable in full.
In April, 1991, Mr. Wilson was granted 60,000 restricted shares under the
Company's 1991 Senior Management Incentive Plan. These restricted shares are to
vest at the rate of 4,000 shares per year over a 15 year period, subject to
acceleration of vesting in certain circumstances. Except in the event of
acceleration, each year, upon the vesting of each 4,000 shares, the Company is
to pay to Mr. Wilson a cash bonus equal to 60% of the market value of the
vested shares, for the principal purpose of offsetting taxes attributable to
the vesting of the shares. The grant of restricted shares to Mr. Wilson was in
furtherance of the desire of the Board of Directors to have Mr. Wilson have a
significant stock interest in the Company which would recognize his past
performance and incentivize his continued efforts to maximize the value of the
Company for all stockholders. As of December 31, 1997, an aggregate of 28,000
restricted shares were vested. In the event of certain Change in Control
transactions, all then unvested restricted shares become immediately vested.
Mr. Foster's Employment Agreement, as amended and restated, extends the
term of Mr. Foster's employment through December 31, 1998. Mr. Foster continues
to be employed as Vice President of Sales and Marketing of the Company. He
received a base salary (the "Base Salary") for the calendar year commencing
January 1, 1995 of $80,000 per annum, payable over the course of the year
pursuant to the Company's regular payroll periods. For each of the calendar
years 1996, 1997 and 1998, the amount of Base Salary is increased to $100,000
per annum, of which $20,000 is to be paid in a single lump sum on January 15th
of each of said years, and the remainder of $80,000 is to be paid over the
course of the year pursuant to the Company's regular payroll periods. Mr.
Foster is to further receive, for each year of the term, an incentive bonus as
follows: (i) 1% on net shipments on initial orders to personal sales accounts,
as defined, (ii) a commission of 5% of the amount on all Company net shipments
exceeding the preceding year's net shipments by 10% but not to exceed the sum
of $75,000, and (iii) an additional amount of 4% of the Company's net pre-tax
profits in excess of $ 100,000 and up to $250,000, 2% of net pre-tax profits in
excess of $250,000 up to $750,000 and 1% of net pretax profits in excess of
$750,000. Mr. Foster is to receive reimbursement for all travel outside of
Northern California, a policy of term life insurance in the amount of $500,000
payable to a beneficiary designated by him, health and longterm disability
insurance. In the event Mr. Foster is terminated without cause after December
31, 1997, he is to receive a severance benefit of 24 months Base Salary. In the
event of a Change in Control in the Company, as defined, and, following such
Change in Control, there is a change in the composition of a majority of the
Directors comprising the entire Board of Directors immediately prior to the
Change in Control, Mr. Foster may elect, within six months following the change
in the composition of the Board of Directors following the Change in Control,
to terminate his employment with the Company and, in such case, he is to
receive a special severance payment in the form of the Company paying to Mr.
Foster, with respect to all options granted to him prior to May 15, 1995, the
differential, if any, between (i) the strike price of Mr. Foster's options plus
$3.20 and (ii) the average of the closing price of the Company's Common Stock
for the 10 days preceding the effective date of termination.
In connection with the amendment and restatement of his Employment
Agreement, all options granted to Mr. Foster have been re-designated as
non-incentive stock options and, to the extent such options become vested and
are presently exercisable, may be exercised through December 31, 1999,
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notwithstanding earlier termination of Mr. Foster's employment with the
Company. All options granted to Mr. Foster to date which have not been
previously exercised are presently exercisable in full.
On September 8, 1997 the Company extended and modified the Employment
Agreement of Mr. Ricky Williams, Vice President of Operations. Mr. Williams'
Employment Agreement was extended from December 31, 1997 to December 31, 2000.
During the extended term, Mr. Williams' base salary of $90,000 during 1997 is
increased by $5,000 in each year of the extended term, provided that the
Company has achieved a net pretax profit for the immediately preceding year.
Mr. Williams is entitled to elect to receive up to 10% of each year's base
salary in January in each year, with the remainder being paid to him over the
course of the year pursuant to the Company's regular payroll policies. During
the continuation of his employment, Mr. Williams is to receive an automobile
allowance of $750 per month and is to be provided with life insurance in the
amount of $250,000. In connection with his original Employment Agreement, Mr.
Williams was granted options to purchase 30,000 shares of the Company's Common
Stock at an exercise price of $4.75 per share, exercisable through December 31,
2000. On November 4, 1993, Mr. Williams was granted options to purchase 30,000
shares of the Company's Common Stock at an exercise price of $6.625 per share,
exercisable through December 31, 2000. All options granted to Mr. Williams to
date and which have not been previously exercised are presently exercisable in
full.
Senior Management Incentive Plan
The Company's 1991 Senior Management Incentive Plan (sometimes referred to
as the "Plan" or the "Management Plan") currently provides for the issuance of
up to 465,000 shares of the Company's Common Stock in connection with the
issuance of stock options and other stock purchase rights to executive
officers, key employees and consultants. To date, options to acquire a total of
390,000 shares and an additional 60,000 restricted shares have been issued
under the Plan.
The Management Plan is intended to attract and retain key executive
management personnel whose performance is expected to have a substantial impact
on the Company's long-term profit and growth potential by encouraging and
assisting those persons to acquire equity in the Company. It is contemplated
that only those executive management employees (generally the Chairman of the
Board, Vice-Chairman, Chief Executive Officer, Chief Operating Officer,
President and Vice-Presidents of the Company) who perform services of special
importance to the Company will be eligible to participate under the Management
Plan, although other full time employees of the Company are eligible to
participate under the Plan. A total of 465,000 shares of Common Stock are
currently reserved for issuance under the Management Plan. It is anticipated
that awards made under the Management Plan will be subject to three-year
vesting periods, although the vesting periods are subject to the discretion of
the Administrator of the Board.
Directors who are not otherwise employed by the Company will not be
eligible for participation in the Management Plan.
The Management Plan provides for four types of awards: stock options,
incentive stock rights, stock appreciation rights (including limited stock
appreciation rights) and restricted stock purchase agreements, as described
below.
Stock Options. Options granted under the Management Plan may be either
incentive stock options ("ISOs") or options which do not qualify as ISOs
("non-ISOs"). ISOs may be granted at an option price of not less than 100% of
the fair market value of the Common Stock on the date of grant, except that an
ISO granted to any person who owns capital stock representing more than 10% of
the total combined voting power of all classes of Common Stock of the Company
("10% stockholder") must be granted at an exercise price of at least 110% of
the fair market value of the Common Stock on the date of the grant. The
exercise price of the non-ISOs may not be less than 65% of the fair market
value of the Common Stock on the date of grant. ISOs granted to persons other
than 10% stockholders may be exercisable for a period of up to ten years from
the date of grant; ISOs granted to 10% stockholders may be exercisable for a
period of up to five years from the date of grant. No individual may be granted
ISOs that become exercisable in any calendar year for Common Stock having a
fair market value at the time of grant in excess of $100,000. Non-ISOs may be
exercisable for a period of up to 13 years from the date of grant.
Upon termination of employment or consulting services, an optionee will be
entitled to exercise the vested portion of an option for a period of up to
three months after the date of termination, except that
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if the reason for termination was a discharge for cause, the option shall
expire immediately, and if the reason for termination was for death or
permanent disability of the optionee, the vested portion of the option shall
remain exercisable for a period of twelve months thereafter.
Incentive Stock Rights. Incentive stock rights consist of incentive stock
units equivalent to one share of Common Stock in consideration for services
performed for the Company. If the employment or consulting services of the
holder with the Company terminate prior to the end of the incentive period
relating to the units awarded, the rights shall thereupon be null and void,
except that if termination is caused by death or permanent disability, the
holder or his/her heirs, as the case may be, shall be entitled to receive a pro
rata portion of the shares represented by the units, based upon that portion of
the incentive period which shall have elapsed prior to the death or disability.
Stock Appreciation Rights (SARs). SARs may be granted to recipients of
options under the Management Plan. SARs may be granted simultaneously with, or
subsequent to, the grant of a related option and may be exercised to the extent
that the related option is exercisable, except that no general SAR (as
hereinafter defined) may be exercised within a period of six months of the date
of grant of such SAR and no SAR granted with respect to an ISO may be exercised
unless the fair market value of the Common Stock on the date of exercise
exceeds the exercise price of the ISO. A holder may be granted general SARs
("general SARs") or limited SARs ("limited SARs"), or both. General SARs permit
the holder thereof to receive an amount (in cash, shares of Common Stock or a
combination of both) equal to the number of SARs exercised multiplied by the
excess of the fair market value of the Common Stock on the exercise date over
the exercise price of the related option. Limited SARs are similar to general
SARs, except that, unless the Administrator determines otherwise, they may be
exercised only during a prescribed period following the occurrence of one or
more of the following "Change of Control" transactions: (i) the approval of the
Board of Directors of a consolidation or merger in which the Company is not the
surviving corporation, the sale of all or substantially all the assets of the
Company, or the liquidation or dissolution of the Company; (ii) the
commencement of a tender or exchange offer for the Company's Common Stock (or
securities convertible into Common Stock) without the prior consent of the
Board; (iii) the acquisition of beneficial ownership by any person or other
entity (other than the Company or any employee benefit plan sponsored by the
Company) of securities of the Company representing 25% or more of the voting
power of the Company's outstanding securities; or (iv) if during any period of
two years or less, individuals who at the beginning of such period constitute
the entire Board cease to constitute a majority of the Board, unless the
election, or the nomination for election, of each new director is approved by
at least a majority of the directors then still in office.
The exercise of any portion of either the related option or the tandem
SARs will cause a corresponding reduction in the number of shares remaining
subject to the option or the tandem SARs, thus maintaining a balance between
outstanding options and SARs.
Restricted Stock Purchase Agreements. Restricted stock purchase agreements
provide for the sale by the Company of shares of Common Stock at prices to be
determined by the Board, which shares shall be subject to restrictions on
disposition for a stated period during which the purchaser must continue
employment with the Company in order to retain the shares. Payment can be made
in cash, a promissory note or a combination of both. If termination of
employment occurs for any reason within six months after the date of purchase,
or for any reason other than death or by retirement with the consent of the
Company after the six-month period but prior to the time that the restrictions
on disposition lapse, the Company shall have the option to reacquire the shares
at the original purchase price.
Upon expiration of the applicable restricted period and the satisfaction
of any other applicable conditions, all or part of the restricted shares and
any dividends or other distributions not distributed to the holder (the
"retained distributions") thereon will become vested. Any restricted shares and
any retained distributions thereon which do not so vest will be forfeited to
the Company. If prior to the expiration of the restricted period a holder is
terminated without cause or because of a total disability (in each case as
defined in the Management Plan), or dies, then, unless otherwise determined by
the Administrator at the time of the grant, the restricted period applicable to
each award of restricted shares will thereupon be deemed to have expired.
Unless the Administrator determines otherwise, if a holder's
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employment terminates prior to the expiration of the applicable restricted
period for any reason other than as set forth above, all restricted shares and
any retained distributions thereon will be forfeited.
Accelerating of the vesting of the awards made under the provisions of the
Management Plan shall occur on the first day following the occurrence of any of
the following: (a) the approval by the stockholders of the Company of an
Approved Transaction; (b) a Control Purchase; or (c) a Board Change. An
"Approved Transaction" is defined as (A) any consolidation or merger of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which shares of Common Stock would be converted into cash,
securities or other property other than a merger of the Company in which the
holders of Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (B) any sale, lease, exchange, or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (C) the adoption of any
plan or proposal for the liquidation or dissolution of the Company.
A "Control Purchase" is defined as circumstances in which any person (as
such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act),
corporation or other entity (other than the Company or any employee benefit
plan sponsored by the Company) (A) shall purchase any Common Stock of the
Company (or securities convertible into the Company's Common Stock) for cash,
securities or any other consideration pursuant to a tender offer or exchange
offer, without the prior consent of the Board of Directors, or (B) shall become
the "beneficial owner" (as such term is defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of the combined voting power of
the then outstanding securities of the Company ordinarily (and apart from
rights accruing under special circumstances) having the right to vote in the
election of directors (calculated as provided in paragraph (d) of such Rule
13d-3 in the case of rights to acquire the Company's securities).
A "Board Change" is defined as circumstances in which, during any period
of two consecutive years or less, individuals who at the beginning of such
period constitute the entire Board shall cease for any reason to constitute a
majority thereof unless the election, or the nomination for election by the
Company's stockholders, of each new director was approved by a vote of at least
a majority of the directors then still in office.
Non-Employee Director Plan
At the Annual Meeting held on August 11, 1995, the Board of Directors
presented for approval of the stockholders the Non-Employee Director Stock
Option Plan (the "Director Plan"), which approval was granted. The Director
Plan provides for the issuance of a maximum of 75,000 shares of Common Stock
upon the exercise of stock options granted under the Director Plan. Options may
be granted under the Director Plan until August 11, 2005 to (i) non-employee
Directors as defined and (ii) members of any advisory board established by the
Company who are not full time employees of the Company or any of its
subsidiaries. The Director Plan provides that each non-employee Director will
automatically be granted an option to purchase 5,000 shares of the Company's
Common Stock upon joining the Board of Directors (or, for those persons who are
directors on the date of approval of the Director Plan by the Stockholders, on
such date), and options to purchase 5,000 shares on each anniversary of the
initial date of service or date of approval, as the case may be.
Under the terms of the Director Plan, the sum of the number of shares to
be received upon any grant multiplied by the fair market value of each share at
the time of the grant may not exceed $75,000. All awards shall be reduced to
the extent that they exceed such amount. The exercise price for options granted
under the Director Plan shall be 100% of the fair market value of the Common
Stock on the date of grant (or if there is no closing price for such date of
grant, then the last preceding business day on which there was a closing
price). The "fair market value" shall mean (i) the closing bid price of a share
of Common Stock on the American Stock Exchange ("AMEX") or other national
securities exchange; or (ii) if the Company's Common Stock is not listed for
trading on the AMEX or other national securities exchange, then the closing bid
price of a share of Common Stock on the Nasdaq National Market System
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or Nasdaq SmallCap Market (together referred to as "NASDAQ"); or (iii) in the
event the Common Stock is not traded on either the AMEX or the NASDAQ, the fair
market value shall be the price of the Common Stock as reported by the National
Quotation Bureau, Inc., or a market maker of the Company's Common Stock; or
(iv) if the Common Stock is not quoted by any of the above, by the Board of
Directors acting in good faith. Until otherwise provided in the Director Plan,
the exercise price of options granted under the Director Plan must be paid at
the time of exercise, either in cash, by delivery of shares of Common Stock of
the Company or by a combination of each. The term of each option is five (5)
years from the date of grant, unless terminated sooner as provided in the
Director Plan. The Director Plan is administered by a committee of the Board of
Directors composed of not fewer than two persons who are officers of the
Company (the "Committee"). The Committee has no discretion to determine which
non-employee director will receive options or the number of shares subject to
the option, the term of the option or the exercisability of the option.
However, the Committee will make all determinations of the interpretation of
the Director Plan. Options granted under the Director Plan do not qualify for
incentive stock option treatment.
As of June 16, 1998 there were outstanding options to purchase 60,000
shares under the Director Plan at exercise prices ranging from $3.44 to $10.50
per share, respectively.
Certain Relationships and Related Transactions
For information concerning the respective employment agreements of Bruce
A. Wilson, Ricky Williams and M. Scott Foster, see "Employment Agreements with
Management."
For information concerning the issuance of 60,000 restricted shares to
Bruce A. Wilson, see "Executive Compensation" and "Senior Management Incentive
Plan."
On September 29, 1997, the Company completed a transaction with John
Winfield and The InterGroup Corporation, an affiliate of Mr. Winfield. Pursuant
to the transaction, the Company sold 150,000 shares of its Common Stock to Mr.
Winfield for an aggregate of $487,500 and sold 150,000 shares of its Common
Stock to The InterGroup Corporation for an aggregate of $487,500. As part of
the transaction, Mr. Winfield and The InterGroup Corporation were each issued
warrants to purchase 150,000 shares each of the Company's Common Stock, of
which one-third of such warrants are exercisable at $4.00 per share, one-third
at $4.25 per share, and one-third at $4.50 per share. The warrants are
exercisable commencing September 29, 1997 and may be exercised through
September 29, 2002. Mr. Winfield and The InterGroup Corporation were each
accorded certain demand and piggyback registration rights. In connection with
the transaction, Mr. Winfield was elected a Class 3 Director and the Company
agreed to use its best efforts to cause Mr. Winfield to be elected as a
Director through September 29, 2000. Upon his election to the Board, Mr.
Winfield was granted 5,000 options to purchase Common Stock under the Director
Plan at an exercise price of $3.44 per share.
FINANCIAL INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1997 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL
BE FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO STOCKHOLDERS WITHOUT CHARGE
UPON WRITTEN REQUEST THEREFOR SENT TO ANTONIO SANTIAGO, SECRETARY, HEALTHY
PLANET PRODUCTS, INC., 1700 CORPORATE CIRCLE, PETALUMA, CALIFORNIA 94954. Each
such request must set forth a good faith representation that as of June 16,
1998 the person making the request was the beneficial owner of Common Shares or
shares of Series D Preferred Stock entitled to vote at the 1998 Annual Meeting
of Stockholders.
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OTHER BUSINESS
As of the date of this Proxy Statement, the foregoing is the only business
which the Board of Directors intends to present, and it is not aware of any
other matters which may come before the Annual Meeting. If any other matter or
matters are properly brought before the Annual Meeting, or any adjournments
thereof, it is the intention of the persons named in the accompanying form of
Proxy to vote the Proxy on such matters in accordance with their judgment.
STOCKHOLDER PROPOSALS FOR 1999 MEETING
Proposals of Stockholders intended to be presented at the Company's 1999
Annual Meeting of Stockholders must be received by the Company on or prior to
February 23, 1999 to be eligible for inclusion in the Company's proxy statement
and form of proxy to be used in connection with the 1999 Annual Meeting of
Stockholders.
By Order of the Board of Directors
ANTONIO SANTIAGO,
Secretary
Dated: June 23, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
IT IS MAILED IN THE UNITED STATES OF AMERICA.
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APPENDIX A
HEALTHY PLANET PRODUCTS, INC.
ANNUAL MEETING OF STOCKHOLDERS
August 5, 1998
PROXY
The undersigned hereby appoints BRUCE A. WILSON and M. SCOTT FOSTER and
each of them, proxies, with full powers of substitution to each to vote all
shares of Common Stock and Series D Preferred Stock of HEALTHY PLANET PRODUCTS,
INC. owned by the undersigned at the Annual Meeting of Stockholders to be held
on August 5, 1998 and at any adjournments thereof, hereby revoking any proxy
heretofore given. The undersigned instructs such proxies to vote as follows:
1. Election of Directors
FOR all Nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contraty below) [ ] nominees listed below [ ]
(Instruction: Please check appropriate box. To withhold authority for any
individual nominee, strike a line through the nominee's name in the list below.)
Nominees: Class 1
Mr. Bruce A. Wilson
Mr. William J. Nance
AND TO VOCE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF, all as described in the Proxy Statement
dated June 23, 1998, receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE
SIGN AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE.
<PAGE>
Either of the proxies, who shall be present and acting, shall have and
may exercise all the powers hereby granted.
IF NO OTHER ELECTION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED FOR THE ELECTION FOR THE NOMINEES FOR CLASS ONE DIRECTOR.
Said proxies will use their discretion with respect to any other
matters which properly come before the meeting.
Dated: __________________________, 1998
_______________________________________
Signature
_______________________________________
Print Name
(Please date and sign exactly as name
appears at left. For joint accounts,
each joint owner should sign,
Executors, administrators, trustees,
etc., should also so indicate when
signing.)
