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 Commission Only (as
Permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
HEALTHY PLANET PRODUCTS, INC.
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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 table below per Exchange Act
Rules 14a-6(I)(1) 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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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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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<PAGE>
HEALTHY PLANET PRODUCTS, INC.
1700 Corporate Circle
Petaluma, California 94954
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 14, 2000
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
November 14, 2000 at 12:30 p.m., California time, for the following purposes:
(1) To elect two (2) Class 2 Directors to serve for a term of three
(3)years and until a successor has been duly elected and qualified;
and
(2) To transact such other business as may properly be brought before
the meeting or any adjournment thereof.
The close of business on October 6, 2000 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
/S/ Michael G. Zybala
MICHAEL G. ZYBALA
Secretary
Dated: October 12, 2000
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 November 14, 2000
This Proxy Statement and the accompanying form of Proxy have been mailed
on or about October 12, 2000 to the holders of the Common Stock and Series D
Preferred Stock of record on October 6, 2000 of HEALTHY PLANET PRODUCTS,
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 offices located at 1700 Corporate Circle, Petaluma, California,
94954 on November 14, 2000 and at any adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
On October 6, 2000 (the "Record Date") there were 3,834,584 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. All votes shall be tabulated by the inspector of elections
appointed for the Annual Meeting, who shall separately tabulate affirmative
and negative votes, abstentions, and broker non-votes. The presence, in
person or by proxy, of a majority of shares entitled to vote will constitute
a quorum for the meeting. Votes withheld from director nominees and
abstentions will be counted in determining whether a quorum has been reached.
Broker-dealer non-votes are not counted for quorum purposes.
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 2 Director
to serve for a term of three (3) years. 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.
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. The affirmative vote of the holders of a plurality of the shares of
Common Stock present or represented at the Annual Meeting is required for
election of Directors, 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.
Abstentions will be treated as shares that are present and entitled to vote
for purposes of determining the number of shares present and entitled to vote
with respect to any particular matter, but will not be counted as a vote in
<PAGE>
favor of such matter. Accordingly, an abstention from voting on a matter has
the same legal effect as a vote against the matter (except with respect to
election of Directors). Broker non-votes will not be considered as present
and entitled to vote with respect to any matter so indicated on the proxy.
Accordingly, a broker non-vote on a matter has no effect on the voting on
such matter.
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 on Form 10-KSB for the fiscal year ended December 31,
1999, 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.
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, 2000. 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 3,834,584 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 October 6, 2000
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 (the "Exchange Act")), 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.
<PAGE>
Amount and Nature of
Beneficial Ownership
And Percentage
-------------------------------
Name and Address of Number of
Beneficial Owner Shares Percentage
---------------------------------- --------------- ----------
John V. Winfield 2,205,145(1) 48.6%
820 Moraga Drive
Los Angeles, CA 90049
The InterGroup Corporation 1,335,073(2) 31.7%
820 Moraga Drive
Los Angeles, CA 90049
Phyllis Jesselson 273,107(3) 7.1%
450 Park Avenue
New York, NY 10022
Linda Jesselson 273,106(3) 7.1%
450 Park Avenue
New York, NY 10022
Grace & White, Inc. 238,700(4) 6.2%
515 Madison Avenue
New York, NY 10022
Paul Bluhdorn 181,256(5) 4.7%
P.O. Box 7854
Burbank, CA 91510
Yvette Bluhdorn 71,738(6) 1.9%
P.O. Box 7854
Burbank, CA 91510
Mark S. Siegel 70,062(7) 1.8%
P.O. Box 7854
Burbank, CA 91510
Bruce A. Wilson 32,100(8) *
1700 Corporate Circle
Petaluma, CA 94954
Daniel R. Coleman 30,000(9) *
8425 N.E. 20th
Bellevue, WA 98004
Michael G. Zybala 20,000(10) *
820 Moraga Drive
Los Angeles, CA 90049
William J. Nance 20,000(11) *
ABC Entertainment Center
2040 Avenue of the Stars
Los Angeles, CA 90067
<PAGE>
Gregory C. McPherson - -
820 Moraga Drive
Los Angeles, CA 90049
Donald L. Beckman - -
1700 Corporate Circle
Petaluma, CA 94954
M. Scott Foster - -
1700 Corporate Circle
Petaluma, CA 94954
Antonio H. Santiago - -
1700 Corporate Circle
Petaluma, CA 94954
All Directors and Executive Officers
as a Group 2,307,245(12) 50.0%
-------------------------------------
* Less than one percent (1%)
(1) Based upon information contained in a Form 4 for December 1999 (the
"Winfield Form 4"), on behalf of Mr. Winfield, The InterGroup Corporation
and Santa Fe Financial Corporation, and corporate records of the Company.
Includes (i) 540,100 shares of Common Stock and warrants to purchase
304,972 shares of Common Stock owned by Mr. Winfield; (ii) 871,800 shares
of Common Stock and warrants to purchase 363,224 shares of Common Stock
owned by The InterGroup Corporation and as to which Mr. Winfield has
shared voting and dispositive power; (iii) 89,100 shares of Common Stock
and warrants to purchase 10,949 shares of Common Stock owned by Santa Fe
Financial Corporation and as to which Mr. Winfield has shared voting and
dispositive power; and (iv) options to purchase 25,000 shares of Common
Stock granted to Mr. Winfield pursuant to the Company's Non-Employee
Director Plan. As of September 15, 2000, Mr. Winfield owned 50.1% of The
InterGroup Corporation, per a Form 10-KSB The InterGroup Corporation
dated September 25, 2000. As of September 15, 2000, The InterGroup
Corporation controlled 54.3% of the voting shares of Santa Fe Financial
Corporation. Mr. Winfield is the Chairman and CEO of both Santa Fe
Financial Corporation and The InterGroup Corporation.
(2) Based upon information contained in the Winfield Form 4 and corporate
records of the Company, amount includes (i) 871,800 shares of Common
Stock and 363,224 warrants owned by The InterGroup Corporation and (ii)
89,100 shares of Common Stock and 10,949 warrants owned by Santa Fe
Financial Corporation.
(3) Based upon information contained in an amendment to a Schedule 13G dated
December 22, 1999 filed by Linda Jesselson, Phyllis Jesselson and certain
other persons, all of whom disclaim that they are acting as a group. The
number of shares set forth above does not include an additional 2,500
shares owned by the other reporting persons in such Schedule 13G.
(4) Based upon information contained in an amendment to a Schedule 13G dated
February 9, 1999, filed on behalf of Grace & White Inc. ("Grace").
According to the amended Schedule 13G, Grace is a registered investment
advisor with voting power and sole dispositive power over 12,900 and
238,700 shares, respectively.
<PAGE>
(5) 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. It includes 31,250 shares of the
Company's Common Stock owned by Mr. Bluhdorn, and 150,006 shares of
Common Stock issued in February, 1998 upon conversion of 150,006 shares
of Series D Preferred stock owned by Mr. Bluhdorn. It does not include
shares of Common Stock owned by Ms. Bluhdorn or Mr. Siegel, as to which
shares of Common Stock Mr. Bluhdorn disclaims beneficial ownership.
(6) Based on information contained in the Bluhdorn 13D and 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 Ms. Bluhdorn
disclaims beneficial ownership.
(7) Based on information contained in the Bluhdorn 13D and corporate records
of the Company.
(8) Includes 5,000 vested and presently exercisable options.
(9) Includes 30,000 vested and presently exercisable options.
(10) Includes 20,000 vested and presently exercisable options.
(11) Includes 20,000 vested and presently exercisable options.
(12) Includes an aggregate of 779,145 shares subject to warrants and presently
exercisable options.
Certain Reports
No person who, during the fiscal year ended December 31, 1999, 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 Exchange Act) (a "Reporting Person")
failed to file, on a timely basis, reports required by Section 16 of the
Exchange 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 Exchange 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.
PROPOSAL I. ELECTION OF DIRECTORS
General
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.
Director Class Term Expires
-------- ----- ------------
Bruce A. Wilson 1 2001
William J. Nance 1 2001
<PAGE>
Michael G. Zybala 2 2000
Daniel R. Coleman 2 2000
John V. Winfield 3 2002
Robert W. Sweitzer, Ph.D., served as a Class 3 Director until his
resignation effective September 20, 2000. Mr. Sweitzer resigned as a
director for personal reasons as opposed to any dispute with management or
disagreement with the policies of the Board of Directors. A vacancy
accordingly exists on the Board of Directors by reason on Mr. Sweitzer's
resignation. The Company is undertaking to search for a suitable qualified
candidate to fill the vacancy.
The Board of Directors has nominated two (2) persons, Daniel R. Coleman
and Michael G. Zybala, for election as Class 2 Directors to the Board of
Directors for terms expiring at the Annual Meeting in the year 2003.
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. Coleman and Zybala as Class 2 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 certain biographical information regarding Messrs.
Coleman and Zybala.
Daniel R. Coleman, age 43, was first elected as a Director of the
Company in August, 1996. In May, 2000 he joined Go2Net, Inc. as Vice
President of Investor Relations. For the previous five years he was a member
of Brookhaven Capital LLC, which managed 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, Esq., age 48, was elected as a Class 2 Director in
June 1998. He also serves as the Company's Secretary. Since 1993, Mr.
Zybala has been General Counsel for Santa Fe Financial Corporation ("Santa
Fe") and Portsmouth Square, Inc. ("Portsmouth") He has also served as Vice
President and Secretary of those entities since February 1998, and Treasurer
thereof as of May, 2000. Mr. Zybala also serves as Vice President Operations
and Assistant Secretary of The InterGroup Corporation ("InterGroup"), having
been appointed to those positions in January 1999. Santa Fe, Portsmouth and
InterGroup are all public companies.
Set forth below is information regarding the Company's Directors whose
terms do not expire at the Annual Meeting and Executive Officers.
Bruce A. Wilson, age 49, joined the Company in 1987, and served in
various capacities including President and Chief Executive and Chief
Financial Officer within the company from 1988 through 1999. Mr. Wilson has
served continuously as a Director since January, 1988. Mr. Wilson has, since
his resignation as an officer and employee of the Company on December 31,
1999, been acting as an independent business consultant.
<PAGE>
William J. Nance, age 56, was elected as a Class 1 Director in August,
1998. Mr. Nance is Founder and has been, for the past five years, President
of Century Plaza Printers, Inc. He is a certified public accountant and
private consultant. Mr. Nance is also Treasurer and Director of InterGroup
and a Director of Santa Fe and Portsmouth, each of which is a public company.
John V. Winfield, age 53, elected Chairman of the Board on August 5,
1998, was first elected a Class 2 Director in September, 1997 in connection
with a private transaction in which he and a company with which he is
affiliated purchased an aggregate of 300,000 shares of the Company's Common
Stock and 300,000 Common Stock Purchase Warrants for an aggregate of
$975,000. In connection with this transaction, the Company has agreed to use
its best efforts to cause Mr. Winfield to be elected as a Director through
the year 2000. Mr. Winfield is the Chairman of the Board, President and
Chief Executive Officer of InterGroup, having first been appointed as such in
1987. InterGroup is a public company traded on The Nasdaq Stock Market, Inc.
Mr. Winfield also presently serves as Chairman and Chief Executive Officer of
Santa Fe, Portsmouth Square, Inc., and Chairman of Etz Lavud Ltd., all public
companies.
Class 1 Directors will serve for a term expiring at the 2001 Annual
Meeting of Stockholders and Class 3 Directors will serve for a term expiring
at the 2002 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.
Gregory C. McPherson was appointed as Interim President of the Company
effective March 23, 2000. Mr. McPherson is Executive Vice President of
InterGroup, where he has been employed since 1993. Prior to joining
InterGroup, Mr. McPherson was a private financial and strategic advisor,
served as Vice President in the Investment Banking and Corporate Finance
Department of Kemper Securities Group, Inc., was with Prudential Bache
Capital Funding in their Mergers and Acquisitions and Financial Restructuring
Group and was a manager at the public accounting firm of
PricewaterhouseCoopers LLP. Mr. McPherson received an M.B.A. from the
Harvard Business School and is a Certified Public Accountant.
Donald L. Beckman joined the Company in January, 2000 as its Vice
President of Marketing. Mr. Beckman was formerly employed as Vice President
of Marketing for Plusmark, a subsidiary of American Greetings Company, for
the past 10 years.
M. Scott Foster joined the Company in 1993 and serves as Vice President
of Sales. Mr. Foster was formerly employed by Russ Berrie and Company from
June, 1980 to April, 1993, where he served in various positions in sales
management, the most recent of which was Regional Vice President of Sales,
in which capacity Mr. Foster served from January, 1990 through April, 1993.
Antonio H. Santiago joined the Company in 1988 and has served in various
financial capacities since that date. He was appointed as the Company's Vice
President of Finance in August, 2000.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES FOR
CLASS 2 DIRECTOR.
Board Meetings, Committees and Compensation
During the fiscal year ended December 31, 1999, two (2) meetings of the
Board of Directors were held and action was taken on three (3) occasions by
<PAGE>
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 incumbent 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. The
Compensation Committee currently consists of Messrs. Nance and Winfield. Mr.
Sweitzer served on the Compensation Committee until his resignation effective
September 20, 2000. The Executive Committee currently consists of Messrs.
Winfield, Wilson and Nance.
The Audit Committee is currently comprised of Messrs. Nance
(Chairperson) and Coleman, each of whom are independent directors (as
independence is defined in Section 121(A) of the AMEX's listing standards).
Mr. Sweitzer served on the Audit Committee until his resignation effective
September 20, 2000. For the fiscal year ended December 31, 1999, the
principal functions of the Audit Committee included the review of (a) the
records and affairs of Healthy Planet to determine its financial condition,
(b) Healthy Planet's internal controls, accounting systems and policies, (c)
the qualifications of Healthy Planet's independent auditors and the scope,
fees and results of the annual independent audits of Healthy Planet by its
independent auditors, (d) non-audit services provided by Healthy Planet's
independent auditors, and (e) transactions between Healthy Planet and its
directors, officers, or significant shareholders. During the fiscal year
ended December 31, 1999, the Audit Committee held one (1) meeting. Healthy
Planet's Board of Directors adopted a written charter for the Audit Committee
on March 28, 2000, a copy of which is attached as appendix A to Healthy
Planet's proxy statement.
AUDIT COMMITTEE REPORT
During the fiscal year ended December 31, 1999, the primary
responsibility for overseeing Healthy Planet's financial statements and the
inclusion of such financial statements in the filing of Healthy Planet's Form
10-KSB was held by the Audit Committee.
During the fiscal year ended December 31, 1999, the Audit Committee: (i)
reviewed and discussed Healthy Planet's audited financial statements with
Healthy Planet's management; (ii) discussed with Healthy Planet's independent
auditors the matters required to be discussed by Statement on Auditing
Standards No. 61, as may be modified or supplemented; and (iii) received the
written disclosures and the letter from Healthy Planet's independent
accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, and discussed with
such independent accountant the independent accountant's independence.
In performing its oversight function, the Audit Committee relied upon
advice and information received in its discussions with Healthy Planet's
management and independent auditors. Based in part on the review and
discussions with management and Healthy Planet's independent auditors
referred to above, the Audit Committee recommended to Healthy Planet's Board
of Directors that the audited financial statements be included in Healthy
Planet's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999 for filing with the Commission.
THE AUDIT COMMITTEE:
WILLIAM J. NANCE, CHAIRPERSON
DANIEL R. COLEMAN
ROBERT W. SWEITZER
During the fiscal year ended December 31, 1999, no matters were brought
before the Compensation Committee and such Committee did not hold any
meetings. During the fiscal year ended December 31, 1999, the Executive
Committee held one (1) meeting.
<PAGE>
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. No
additional fee or compensation was paid during fiscal year 1999 to any
Director for serving in such capacity or for attending any meetings.
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, 1999, 1998 and 1997, to the Chief Executive Officer and each of the named
Executive Officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
------------------------------------ -----------------------------
No. of Securities
Restricted Underlying
Name and Principal Other Annual Stock Options/SARs
Position Year Salary Bonus Comp. Award(s) Granted
----------------------- ---- ------- ------- ----------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Bruce A. Wilson(1) 1999 $150,000 $ - $16,566(2) $ 1,500(3) -
President, Chief Executive 1998 $150,000 $ - $17,676(2) $ 2,750(3) -
Chief Operating and 1997 $150,000 $ - $23,526(2) $14,500(3) -
Chief Financial Officer
Ricky Williams(4) 1999 $ 90,000 $ - $ 9,805(5) $ - -
Vice President of 1998 $ 90,000 $ - $ 9,738(5) $ - -
Operations 1997 $ 90,000 $ - $ 9,670(5) $ - -
M. Scott Foster 1999 $100,000 $15,626 $24,825(6) $ - -
Vice President of Sales 1998 $100,000 $ - $24,825(6) $ - -
1997 $100,000 $ - $24,825(6) $ - -
-----------------------
</TABLE>
(1) Mr. Wilson served in such capacity through his resignation effective
December 31, 1999.
(2) Includes: (i) for 1999, an automobile allowance of $12,000, the payment
of premiums on a term life and disability insurance policy of $4,566 and
the payment of taxes on 4,000 shares of restricted Common Stock which
vested on December 31, 1999 of $1,500 ; (ii) for 1998, an automobile
allowance of $12,000, the payment of premiums on a term life insurance
policy of $4,026 and the payment of taxes on 4,000 shares of restricted
Common Stock which vested on December 31, 1998 of $1,650; and (iii) 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.
(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,
1999, an aggregate of 36,000 shares have vested. The remaining 24,000
restricted shares became forfeited effective upon Mr. Wilson's
resignation. 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,
1999, the aggregate restricted stock holdings of Mr. Wilson consisted of
28,000 shares valued at $17,500, the market value of these shares as of
December 31, 1999, without giving effect to the diminution in value
attributable to the restriction of such stock.
<PAGE>
(4) Mr. Williams resigned his position as Vice President Operations effective
August 10, 2000.
(5) Includes: (i) for 1999, an automobile allowance of $9,000 and the
payment of premiums on a term life insurance policy of $805; (ii) for
1998, an automobile allowance of $9,000 and the payment of premiums on a
term life insurance policy of $738; and (iii) for 1997, an automobile
allowance of $9,000 and the payment of premiums on a term life insurance
policy of $670.
(6) Mr. Foster has served as Vice President of Sales since 1993. The
information set forth above includes: (i) for 1999, an expense allowance
of $24,000, the payment of a bonus based on sales of $15,626 and the
payment of premiums on a term life insurance policy of $825; (ii) for
1998, an expense allowance of $24,000 and the payment of premiums on a
term life insurance policy of $825; and (iii) for 1997, an expense
allowance of $24,000 and the payment of premiums on a term life insurance
policy of $825.
STOCK OPTIONS/SAR GRANTS
No stock option grants or Stock Appreciation Rights ("SARs") were made
during the year ended December 31, 1999 to any of the named Executive
Officers of the Company.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
The following table contains information with respect to the named
executive Officers concerning options held as of the year ended December 31,
1999.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-
Options/SARs as of the-Money Options/SARs
Shares December 31, 1999 at December 31, 1999(1)
Acquired on Value -------------------------- -----------------------
Name Exercise(#) Realized Exercisable/Unexercisable Exercisable/Unxercisable
------------------ ----------- -------- --------------------------- -------------------------
<S> <C> <C> <C>
Bruce A. Wilson - $ - 102,500(2)/ - $ - / -
Ricky Williams - $ - 55,000 / - $ - / -
M. Scott Foster - $ - 102,500(2)/ - $ - / -
------------------
</TABLE>
(1) Based upon the average closing bid and asked prices of the Company's
Common Stock on December 31, 1999 ($.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.
(2) These options expired on December 31, 1999 without being exercised.
Employment Agreements
Effective December 31, 1999, the employment agreement between Mr. Bruce
A. Wilson and the Company entered into in 1995 expired according to its
terms. Mr. Wilson had been employed as the Company's President, Chief
Executive, Chief Operating and Chief Financial Officer. At the expiration of
the term of his employment agreement, and after 12 years of service with the
Company, Mr. Wilson withdrew from active day to day operations of the
Company, though he continues to serve as a member of the Company's Board of
Directors. Upon the expiration of his employment agreement, Mr. Wilson was
granted a severance package consisting of $30,000 in severance compensation
paid in six monthly installments, a $15,000 payment for reasonable executive
search fees, and the continuation of existing health and life insurance
through June 30, 2000.
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 through December 31, 2000. During the
<PAGE>
extended term, Mr. Williams' base salary of $90,000 is increased by $5,000 in
each year of the extended term provided that the Company has achieved a net
pre-tax 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. All of such options are vested and
are 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, and vesting in equal increments on December 31st of each year of the
term of his Agreement, as extended, commencing December 31, 1994. Mr.
Williams resigned his position as Vice President Operations effective August
10, 2000.
1999 Incentive Compensation Plan
The Company's 1999 Incentive Compensation Plan (sometimes referred to as
the "Plan" or the "1999 Incentive Plan"), as adopted by the shareholders of
the Company at the Company's 1999 Annual Meeting of Shareholders, provides
for the issuance of up to 400,000 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, consultants and directors of the
Company. The Plan is administered by the Stock Option Committee of the Board
of Directors (the "Committee").
The 1999 Incentive Plan provides several types of awards: stock options,
stock appreciation rights (including limited stock appreciation rights),
restricted stock, restricted stock units, bonus stock and awards in lieu of
obligations, dividend equivalents, annual incentive and performance awards,
and other stock-based awards. During the year ended December 31, 1999, the
only awards granted under the Plan were stock options. For a more detailed
description of the Plan, see the Company's proxy statement dated June 8, 1999
relating to the Company's 1999 Annual Meeting of Shareholders.
It is the intent of the Company that the grant of any awards to or other
transaction by a holder who is subject to Section 16 of the Exchange Act
shall be exempt from Section 16 pursuant to an applicable exemption (except
for transactions acknowledged in writing to be non-exempt by such holder).
Accordingly, if any provision of the 1999 Incentive Plan or any award
agreement does not comply with the requirements of Rule 16b-3 as then
applicable to any such transaction, such provision shall be construed or
deemed amended to the extent necessary to conform to the applicable
requirements of Rule 16b-3 so that such holder shall avoid liability under
Section 16(b).
No award or other right or interest granted under the 1999 Incentive Plan
shall be pledged, hypothecated or otherwise encumbered or subject to any
lien, obligation or liability of the holder thereof to any party (other than
the Company or a subsidiary), or assigned or transferred by such holder
otherwise than by will or the laws of descent and distribution or to a
beneficiary upon the death of a holder, and such awards or rights that may be
exercisable shall be exercised during the lifetime of the holder only by the
holder or his or her guardian or legal representative, except that awards and
other rights (other than ISOs and SARs in tandem therewith) may be
transferred to one or more beneficiaries or other transferees during the
lifetime of the holder, and may be exercised by such transferees, in
accordance with the terms of such award, but only if and to the extent such
transfers are permitted by the Committee pursuant to the express terms of an
award agreement (subject to any terms and conditions which the Committee may
impose thereon). A beneficiary, transferee, or other person claiming any
<PAGE>
rights under the 1999 Incentive Plan from or through any holder shall be
subject to all terms and conditions of the 1999 Incentive Plan and any award
agreement applicable to such holder, except as otherwise determined by the
Committee, and to any additional terms and conditions deemed necessary or
appropriate by the Committee.
Automatic Option Grants to Non-Employee Directors. The 1999 Incentive
Plan provides for the automatic grant of options to non-employee directors on
the last trading day of July of each year. The Plan provides that each non-
employee director will automatically be granted an option to purchase 5,000
shares of the Company's Common Stock each year. The exercise price for
options granted shall be 100% of the fair market value of the Common Stock on
the date of grant. The term of each option is ten (10) years from the date
of grant, or three months following the date that a participant ceases to
serve as a director, and each option vests in three annual increments
commencing one year after the date of grant. Pursuant to this automatic
grant provision, options for an aggregate of 25,000 shares were granted on
July 31, 1999 to five directors, each at an exercise price of $.625 per
share.
Employee 401(k) Plan
The Company established a 401(k) Profit Sharing Plan and Trust through
the adoption of the Dun & Bradstreet Pension Services, Inc. Non-Standardized
401(k) Profit Sharing Plan and Trust (the "Plan"). The Plan is effective
January 1, 1996 and covers all employees of the Company. Each present
employee or new hire is eligible to participate in the Plan after one year of
service. Each eligible employee may elect to voluntarily contribute out of
his or her compensation amount ranging from 1% to 15% of compensation. The
Company, though not required, may elect to make a matching contribution equal
to a discretionary percentage, to be determined by the Company, of the
employees' salary contributions. Vesting of a participant's interest in the
Plan is in accordance with a schedule of vesting ranging from 20% after two
years of service to 100% after six years of service.
Certain Relationships & Related Transactions
Mr. Gregory C. McPherson serves as the Company's Interim President, his
principal employment is Executive Vice President of InterGroup, an affiliate
of the Company.
For information concerning the issuance of 60,000 restricted shares to
Mr. Bruce A. Wilson and the reversion to the Company of 24,000 shares, see
"Executive Compensation."
On September 29, 1997, the Company completed a transaction with John
Winfield and InterGroup, 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 InterGroup for an aggregate of $487,500. As part of the
transaction, Mr. Winfield and InterGroup 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, subject to adjustment under
certain circumstances. The warrants are exercisable commencing September 29,
1997 and may be exercised through September 29, 2002. Mr. Winfield and
InterGroup 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. As of
August 5, 1998, Mr. Winfield has served as the Chairman of the Board of
Directors of the Company.
On March 16, 1999, the Company completed a rights offering which
commenced on February 22, 1999. Mr. Winfield, InterGroup and Santa Fe (a
subsidiary of InterGroup) agreed to exercise all of their respective basic
rights in the rights offering. In exchange for this commitment, the Company
issued to Mr. Winfield, InterGroup and Santa Fe additional warrants to
purchase an aggregate of 250,000 shares of Common Stock at an exercise price
of $1.1875 per share, distributed pro rata according to their ownership
<PAGE>
percentage before the rights offering, as follows: 90,399 to Mr. Winfield,
148,652 to InterGroup and 10,949 to Santa Fe. The warrants are exercisable
commencing February 22, 1999 and may be exercised through February 22, 2004.
Mr. Winfield, InterGroup and Santa Fe were each accorded certain demand and
piggyback registration rights. The Company did not offer warrants to any
other stockholders in connection with the rights offering.
FINANCIAL INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1999 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO STOCKHOLDERS WITHOUT
CHARGE UPON WRITTEN REQUEST THEREFOR SENT TO MICHAEL G. ZYBALA, SECRETARY,
HEALTHY PLANET PRODUCTS, INC., 1700 CORPORATE CIRCLE, PETALUMA, CALIFORNIA
94954. Each such request must set forth a good faith representation that as
of October 6, 2000 the person making the request was the beneficial owner of
Common Stock or shares of Series D Preferred Stock entitled to vote at the
2000 Annual Meeting of Stockholders.
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 2001 MEETING
Proposals of Stockholders intended to be presented at the Company's 2001
Annual Meeting of Stockholders must be received by the Company on or prior to
June 14, 2001 to be eligible for inclusion in the Company's proxy statement
and form of proxy to be used in connection with the 2001 Annual Meeting of
Stockholders.
By Order of the Board of Directors
/S/ Michael G. Zybala
MICHAEL G. ZYBALA
Secretary
Dated: October 12, 2000
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.
<PAGE>
APPENDIX A
----------
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF
HEALTHY PLANET PRODUCTS, INC.
CHARTER
ADOPTED MARCH 28, 2000
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation
to any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the corporation's policies, procedures and
practices at all levels. The Audit Committee's primary duties and
responsibilities are to:
* Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.
* Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditing department.
* Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV. of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of two or more directors as determined
by the Board, the majority of which shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Committee.
A director will not be considered "independent" if, among other things, he or
she has:
<PAGE>
* been employed by the corporation or its affiliates in the current or past
three years;
* accepted any compensation from the corporation or its affiliates in excess
of $60,000 during the previous fiscal year (except for board service,
retirement plan benefits, or non-discretionary compensation;
* an immediate family member who is, or has been in the last three years,
employed by the corporation or its affiliates as an executive officer;
* been a partner, controlling shareholder or an executive officer of any
for-profit business to which the corporation made, or from which it
received, payments (other than those which arise solely from investments
in the corporation's securities) that exceed five percent of the
organization's consolidated gross revenues for that year, or $200,000,
whichever is more, in any of the past three years; or
* been employed as an executive of another entity where any of the company's
executives serve on that entity's compensation committee.
All members of the Committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the Committee
shall have accounting or related financial management expertise. Committee
members may enhance their familiarity with finance and accounting by
participating in educational programs conducted by the Corporation or an
outside consultant.
The members of the Committee shall be elected by the Board at the annual
meeting of the Board of Directors or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the
members of the Committee may designate a Chair by majority vote of the full
Committee membership.
III. MEETINGS
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management, the director of the
internal auditing department and the independent accountants in separate
executive sessions to discuss any matters that the Committee or each of these
groups believe should be discussed privately. In addition, the Committee or
at least its Chair should meet with the independent accountants and
management quarterly to review the Corporations financials consistent with
IV.4. below).
<PAGE>
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
------------------------
1. Review and update this Charter periodically, at least annually, as
conditions dictate.
2. Review the organization's annual financial statements and any reports
or other financial information submitted to any governmental body, or
the public, including any certification, report, opinion, or review
rendered by the independent accountants.
3. Review the regular internal reports to management prepared by the
internal auditing department and management's response.
4. Review with financial management and the independent accountants the
10-QSB prior to its filing or prior to the release of earnings. The
Chair of the Committee may represent the entire Committee for purposes
of this review.
Independent Accountants
-----------------------
5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants.
On an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountants' independence.
6. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.
7. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.
Financial Reporting Processes
-----------------------------
8. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external.
9. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.
10. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management, or the internal
auditing department.
<PAGE>
Process Improvement
-------------------
11. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.
12. Following completion of the annual audit, review separately with
management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course
of the audit, including any restrictions on the scope of work or access
to required information.
13. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.
14. Review with the independent accountants, the internal auditing
department and management the extent to which changes or improvements
in financial or accounting practices, as approved by the Audit
Committee, have been implemented. (This review should be conducted at
an appropriate of time subsequent to implementation of changes or
improvements, as decided by the Committee.)
Ethical and Legal Compliance
----------------------------
15. Review management's monitoring of the corporation's compliance
requirements and ensure that management has the proper review system in
place to ensure that corporation's financial statements, reports and
other financial information disseminated to governmental organizations,
and the public satisfy legal requirements.
16. Review activities, organizational structure, and qualifications of the
internal audit department.
17. Review, with the organization's counsel, legal compliance matters any
legal matter that could have a significant impact on the organization's
financial statements.
18. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
<PAGE>
FORM OF PROXY
HEALTHY PLANET PRODUCTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 14, 2000
The undersigned shareholder(s) of healthy Planet Products, Inc., a
Delaware corporation, hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and the Proxy Statement and hereby appoints Gregory
McPherson and Michael G. Zybala, each with the full authority to act without
the other and with the power to appoint his substitute, as proxies and
attorneys-in-fact and hereby authorizes them to represent and vote, as
designated on this proxy card, all the shares of Common stock of Healthy
Planet Products, Inc. held of record by the undersigned on October 6, 2000 at
the Annual Meeting of Shareholders to be held on November 14, 2000 and at any
adjournment or adjournments thereof, as indicated on the matters set forth on
the reverse side.
(Continued and to be signed on the reverse side)
<PAGE>
Please date, sign and mail your
Proxy card back as soon as possible!
Annual Meeting of Shareholders
HEALTHY PLANET PRODUCTS, INC.
November 14, 2000
Please Detach and Mail in the Envelope Provided
-----------------------------------------------------------------------------
A [X] Please mark your votes
as in this example
WITHHOLD
FOR AUTHORITY
all nominees to vote for all nominees
listed at right listed at right
1. Election of
Directors [ ] [ ] Nominees: Michael G. Zybala
Daniel R. Coleman
Instruction: To withhold authority to vote for any
individual nominee or nominees, specify the name of
such nominee(s):
________________________________________________
2. In their discretion, upon any other matter or matters as may properly come
before the meeting or any adjournment or adjournments thereof.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY.
This Proxy, when properly executed, will be voted in accordance with the
directions given by the undersigned shareholder. If no direction is made, it
will be voted "FOR" Item 1 as described above and in the accompanying Proxy
Statement, and as the proxies deem advisable on any other matters as may
properly come before the meeting.
________________________ ________________________ Dated:________, 2000
Signature Signature
NOTE: (This Proxy should be marked, dated and signed by the shareholder(s)
exactly as his or her name appears hereon and returned promptly in the
enclosed envelope. Persons signing in a fiduciary capacity should so
indicate. If shares are held by joint tenants or as community
property, both should sign.
<PAGE>
FORM OF SERIES D PROXY
HEALTHY PLANET PRODUCTS, INC.
Annual Meeting of Shareholders - November 14, 2000
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Gregory McPherson and Michael G.
Zybala, and either of them, proxy to vote all Series D Preferred Shares of
HEALTHY PLANET PRODUCTS, INC. owned by the undersigned at the Annual Meeting
of Shareholders of HEALTHY PLANET PRODUCTS, INC. to be held on November 14,
2000 and at any adjournments thereof, hereby revoking any proxy heretofore
given. The undersigned instructs such proxies to vote:
I. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
[ ] [ ]
(Instruction: To withhold authority for any individual nominee, strike a
line through the nominee's name in the list below)
Michael G. Zybala
Daniel R. Coleman
and to vote upon any other business as may properly come before the meeting
or any adjournment thereof, all as described in the Proxy Statement dated
October 12, 2000, receipt of which is hereby acknowledged.
(Continued and to be signed on the following page)
<PAGE>
Either of the proxies or the respective substitutes, who shall be
present and acting shall have and may exercise all the powers hereby granted.
Said proxies will use their discretion with respect to any other matters
which properly come before the meeting.
Dated:_____________, 2000
Number of Series D
Preferred Shares Owned: ________________________________
________ Shares
(Please date and sign exactly as
name appears below. For joint
accounts, each joint owner should
sign. Executors, administrators,
trustees, etc., should also so
indicate when signing.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
