NOTICE OF STOCKHOLDERS' MEETING
To: The Stockholders of MPM Technologies Inc. (a Washington Corporation)
NOTICE IS HEREBY GIVEN that a meeting of stockholders of MPM Technologies Inc.,
will be held at Cavanaugh's Inn At The Park, Ballroom D, W. 303 North River
Drive, Spokane, Washington, on September 14, 1998 at 9:00 a.m. local time, for
the following purposes:
1. Election of Directors
2. To amend the 1989 Stock Option Plan
3. To consider and act upon any other matters which may properly come
before the meeting.
The Board of Directors has fixed the close of business on August 21, 1998 as
the Record Date for the determination of shareholders entitled to notice of and
to vote at the meeting. This notice and Proxy Statement and the enclosed form
of proxy are being sent to stockholders of record at the close of business on
or about August 27, 1998 to enable such stockholders to state their
instructions with respect to the voting of the shares. Proxies should be
returned to TranSecurities International, Inc., 2510 N. Pines Road, Suite 202,
Spokane, Washington 99206-7624 in the reply envelope enclosed.
By Order of the Board of Directors,
Robert D. Little
Corporate Secretary
August 27, 1998/Date of Mailing<PAGE>
WE URGE EACH STOCKHOLDER WHO IS UNABLE TO ATTEND THE MEETING TO VOTE BY
PROMPTLY SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY CARD IN THE REPLY
ENVELOPE ENCLOSED.
RELATING TO
ANNUAL SHAREHOLDERS MEETING
TO PROXY STATEMENT
TO BE HELD ON SEPTEMBER 14, 1998
INTRODUCTION
This Proxy Statement is being furnished by the Board of Directors of MPM
Technologies Inc., (MPM) a Washington corporation, to holders of shares of MPM
stock, in connection with the solicitations by the Board of Directors of
proxies to be voted at the Annual Meeting of Shareholders to be held on
September 14, 1998, and any adjournment or adjournments thereof, for the
purpose set forth in the accompanying Notice of Annual Meeting. This Proxy
Statement and Annual Report for the year ended December 31, 1997, are first
being mailed to shareholders on or about August 27, 1998.
VOTING AT ANNUAL MEETING
The Board of Directors of the Corporation has fixed the close of business on
August 21, 1998 as the date of record (the "Record Date") for determination of
the shareholders entitled to notice of, and to vote at, the Annual Meeting. As
of the Record Date, there were 1,837,569 issued shares of common stock entitled
to vote. A majority of such shares will constitute a quorum for the
transactions of business at the Annual Meeting. The holders of record on the
Record Date of the shares entitled to be voted at the Annual Meeting are
entitled to cast one vote per share on each matter submitted to vote at the
Annual Meeting. All action proposed herein may be taken upon a favorable vote
of the holders of a majority of such shares of common stock represented at the
Annual Meeting, provided a quorum is present at the meeting in person or by
proxy.
Proxies Shares of common stock which are entitled to be voted at the Annual
Meeting and which are represented by properly executed proxies will be voted in
accordance with the instructions indicated in such proxies. If no instructions
are indicated, such shares will be voted: (a) FOR the election of three
individuals to the Corporation's Board of Directors;; (b) FOR the amendment to
the 1989 Stock Option Plan and (c) at the discretion of the proxy holder, any
other matters which may properly come before the Annual Meeting. A shareholder
who has executed and returned a proxy may revoke it at any time before it is
voted at the Annual Meeting by executing and returning a proxy bearing a later
date, by giving written notice of revocation to the Secretary of the
Corporation or by attending the Annual Meeting and voting in person. A proxy
is not revoked by the death or incompetence of the maker unless before the
authority granted thereunder is exercised, written notice of such death or
incompetence is received by the Company from the executor or administrator of
the estate or from a fiduciary having control of the shares represented by such
proxy.
The Corporation will bear all the costs and expenses relating to the
solicitation of proxies, including the costs of preparing, printing and mailing
this Proxy Statement and accompanying material to shareholders. In addition to
the solicitation of proxies by use of the mails, directors, officers, employees
or consultants without compensation, may solicit proxies personally or by
telephone or telegram.<PAGE>
PURPOSE OF ANNUAL MEETING
Election of Directors
It is intended that the proxies solicited hereby will be voted FOR election of
the nominees for director listed below, unless authority to do so has been
withheld. The Board of Directors knows of no reason why the nominees will be
unable to accept election. However, if any present member becomes unable to
accept election, the Board of Directors will select substitute nominees. If
substitute nominees are selected, proxies will be voted in favor or such
nominees.
The Board of Directors is divided into three classes, with the term of office
of each class ending in successive years. The term of directors of Class I
expires with the 1998 Annual Meeting, the term of Directors of Class II expires
with the 1999 Annual Meeting and the term of directors of Class III expires
with the 2000 Annual Meeting.
Nominee The nominees for Class I directors whose term, if elected, will expire
in 2001.
CLASS I - Three-Year Term
Glen Hjort, age 46, was appointed Director of the Company by the Board of
Directors in February 1998. Mr. Hjort received a B.S. in Accounting at the
University of Illinois in 1979, C.P.A. Certificate in 1980 and C.I.S.A.
Certificate in 1993. From 1993-1996 he was CFO for a small publicly traded
franchiser and retailer where is was responsible for all accounting, personnel
and administrative functions for the corporate offices and corporate stores.
From 1996 to present, Mr. Hjort has been sole proprietor - Accounting and
Consulting Practice servicing numerous corporate clients in a wide variety of
industries. He is a member of the American Institute of Certified Public
Accounts, Illinois CPA Society and Information Systems Audit and Control
Association.
Shares Beneficially Owned: 2,112
Percent of Class: .11%
A Director Since: 1998
Anthony L. Lee, age 63, was appointed Director of the Company by the Board of
Directors in February 1998. Mr. Lee received a B.S. in Chemical Engineering
from the University of California, Berkeley, an M.S. in Chemical Engineering
from the Missouri School of Mines and completed Ph.D course requirements at the
Illinois Institute of Technology. Since joining the staff of the Institute of
Gas Technology in 1961, Mr. Lee has been director of the API's Project 65 and
has supervised research on the transport and thermodynamic properties of
fluids, liquefied natural gas, coal gasification, gas process and catalysis.
He is a member of the American Institute of Chemical Engineers and the American
Chemical Society. Mr. Lee is a registered professional engineer in the State
of Illinois and in the Province of Ontario, Canada.
Shares Beneficially Owned: 2,667
Percent of Class: .15%
A Director Since: 1998<PAGE>
Michael J. Luciano, age 45, was appointed Director of the Company by the Board
of Directors in February 1998. Mr. Luciano is co-owner of Morris County
Sanitation Services, E. Hanover, NJ where he is involved in acquisitions,
governmental regulatory permitting and compliance. He is the owner of MJL
Associates, a company providing consulting services in solid waste facilities,
permitting, construction and operations.
Shares Beneficially Owned: 10,353
Percent of Class: .56%
A Director Since: 1998
MANAGEMENT RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE NOMINEE TO THE BOARD
OF DIRECTORS OF THE COMPANY.
AMEND THE 1989 STOCK OPTION PLAN
The Board of Directors are proposing to amend the 1989 Stock Option Plan (the
"Plan") to increase the number of shares of common stock issuable under the
Plan by TWO HUNDRED FIFTY THOUSAND (250,000) shares of common stock.. There
are currently 102,334 shares outstanding in the Plan. If ratified by the
shareholders, the Plan would have 352,334 shares.
The Board of Directors believes that increasing the number of shares in the
Plan would, among other things, continue to promote the interests of the
Company and its subsidiaries and its stockholders by attracting, retaining and
stimulating the performance of officers, directors and key salaried employees.
The Board of Directors feels the proposed amendment to increase the number of
shares in the Plan is of vital importance in light of the recently acquired
AirPol Environmental Inc. and to further the goals of future acquisitions.
MANAGEMENT RECOMMENDS A VOTE FOR ADOPTION OF THE AMENDMENT TO THE 1989 STOCK
OPTION PLAN
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors is not aware of
any matters that will be presented for action at the Annual Meeting other than
those described above. Should
other business properly be brought before the Annual Meeting, it is intended
that the accompanying Proxy will be voted thereon in the discretion of the
persons named as proxies. The Company's Annual Report for the fiscal year
ended December 31, 1997, is enclosed with this Proxy Statement.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
CLASS II - Three-Year Term expiring 1999
Charles A. Romberg, age 49, is President and Director of the Company. Mr.
Romberg is President of Andre-Romberg Insurance Brokerage of Spokane, WA. Over
the past eighteen years Mr. Romberg has helped clients restructure existing
businesses and launch a variety of new ventures. From 1985 - 1990 Mr. Romberg
was Secretary of MPM and has been Company President since 1990.
Shares Beneficially Owned: 3,557
Percent of Class: .19%
A Director Since: 1985<PAGE>
Myron Katz, age 67, is Vice President and Director of the Company. Mr. Katz
has over 30 years of diversified administrative and managerial experience.
From 1956-1987, he was the President of Central Credit Clearing Bureau in
Newark and East Orange, New Jersey. From 1980-1988, he was a partner in MADD
Exploration, an affiliate of the Company. Mr. Katz is currently a private
consultant facilitating various business ventures.
Shares Beneficially Owned: 87,503
Percent of Class: 4.76%
A Director Since: 1985
Daniel D. Smozanek, age 72, is Treasurer and Director of the Company. Mr.
Smozanek was owner and President of Spring House Tree Service in Summit, New
Jersey from 1947-1972. From 1972-1980, he was a partner in land development
and real estate sales in Montana. During this time, he was engaged in the
exploration of 29 mining claims in the Flathead National Forest. From 1980-
1988, Mr. Smozanek was a partner in MADD Exploration, an affiliate of the
Company.
Shares Beneficially Owned: 106,402
Percent of Class: 5.79%
A Director Since: 1985
CLASS III - THREE-YEAR TERM EXPIRING 2000
Nominee's Name, Position with the Company, Principal occupation(s), Age and
Ownership.
L. Craig Cary Smith, age 49, is a Director of the Company. He is a 1981
graduate of Gonzaga University Law School and was admitted to the Washington
State Bar that same year. Mr. Smith is a partner in general practice at Smith
and Hemingway, P.S., in Spokane, Washington.
Shares Beneficially Owned: 1,335
Percent of Class: .07%
A Director Since: 1985
Alfred J. Luciano, age 67, is Chairman of the Board of Directors. Mr. Luciano
was founder and President of Farm Harvesting Company of Morristown, NJ from
1950-1978. From 1960 - 1980, he was founder and President of A-L Services.
Mr. Luciano is past president of Associated Independent Contractors of the
State of New Jersey. He was co-founder and director of First Morris Bank in
Morristown, NJ. From 1980 - 1988, Mr. Luciano was a partner in MADD
Exploration, an affiliate of the Company. From 1985 - present, he has been in
charge of the commercialization, development and marketing of the Skygas
technology.
Shares Beneficially Owned: 85,760
Percent of Class: 4.67%
A Director Since: 1992
Richard E. Appleby, age 57, is Vice President and Director of the Company. Mr.
Appleby was Superintendent and Manager of A-L Services and Farm Harvesting from
1957-1973. From 1973-1980, he was Vice President of A-L Services and has been
President of A-L Services since 1980. Mr. Appleby was a partner in MADD
Exploration, an affiliate of the Company from 1980 - 1988.
Shares Beneficially Owned: 149,747
Percent of Class: 8.15%
A Director Since: 1985<PAGE>
PRINCIPAL SHAREHOLDERS
There are 688 shareholders of record and the Company estimates that there are
approximately 2,200 beneficial shareholders. The following table sets forth
the identity of the beneficial owners of more than five percent (5%) of the
outstanding shares of MPM Common Stock as of the date hereof:
Common Percentage
Shareholder Stock Owned of Outstanding
- ------------------------- --------------- ----------------
Richard E. Appleby 149,747 8.15%
U.S. Filter Corporation 146,667 7.98%
Unitel Technologies, Inc. 133,334 7.26%
Daniel D. Smozanek 106,402 5.79%
TRANSACTIONS WITH MANAGEMENT
During 1995, the Company issued 100,000 shares of previously unissued common
stock to acquire an additional 7.21 percent interest in Nupower Partnership
from an unrelated partner. This stock had a fair market value of $62,500, but
the acquired interest had a deficit capital account balance from the former
partner of $119,249. The Company now owns 58.21% of the partnership.
The Company has contracted with R.D. Little Company to provide shareholder and
investor relations services. R.D. Little Company is owned by Robert D. Little,
Secretary of the Company.
EXECUTIVE COMPENSATION
Current Remuneration
None of the officers or directors is compensated for his services as an officer
or director. Each is reimbursed for out-of-pocket expenses incurred on Company
business.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FYE OPTION/SAR VALUES
Unexercised in
the money
Options/Sars
Number of Unexercised at FYE 1997
Shares Acquired Value Options/SARs FYE 1997 Exercisable/
Name On Exercise Received Exercisable/Unexercisable Unexercisable
- ------------------------------------------------------------------------------
Charles A.
Romberg,
President & 34,778 Exercisable $205,406
Director Exercisable
Robert D.
Little, 27,000 Exercisable $159,469
Secretary Exercisable
L. Craig C.
Smith,
Director 39,223 Exercisable $231,656
Exercisable<PAGE>
Proposed Remuneration
It is not contemplated that any salaries will be paid unless, and until such
time as, the Company may require full-time commitments from any officer or
director.
Incentive and Compensation Plans and Arrangements.
The Company has no retirement, profit sharing, pension or insurance plans
covering its officers and directors.
1989 Stock Option Plan
The shareholders of the Company, at the Annual Shareholders Meeting on May 22,
1989, voted to approve the 1989 Stock Option Plan (the "Plan") a stock option
plan for selected officers, directors and employees of the Company. The
purpose of the Plan is to promote the interests of the Company and its
stockholders by attracting, retaining and stimulating the performance of
selected officers, directors and employees and giving them the opportunity to
acquire a proprietary interest in the Company's business and an increased
personal interest in this continued success and progress.
This Plan shall be administered by a Committee of the Board of Directors (The
"Committee"). The Committee shall have the authority in its discretion to
determine all matters relating to the options to be granted under the Plan,
including selection of the individuals to be granted options, the number of
shares to be subject to each grant, the date of grant, the termination of the
options, the option term, vesting schedules, and all other terms and conditions
thereof. Options and Stock Appreciation Rights shall be evidenced by written
agreements which shall contain such terms and conditions as may be determined
by the Committee. The Option price at which shares may be purchased upon
exercise of a particular option shall be such price as may be fixed by the
Committee. The term during which options and Stock Appreciation Rights may be
granted under this Plan shall expire as set in the discretion of the Committee.
The aggregate number and class of shares on which options and Stock
Appreciation Rights may be granted under this Plan, the number and class of
shares covered by each outstanding option, and the exercise price per share
thereof (but not the total price), of each such option, shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of common stock of the Company resulting from a split up or
consolidation of shares, or any spin-off, spin-out, split-up, or other
distribution of assets to shareholders or any like capital adjustment or the
payment of any such stock dividend, or any other increase or decrease in the
number of shares of common stock of the Company without the receipt of
consideration by the Company or assumption and conversion of outstanding grants
due to an acquisition.
Change of Control Arrangement
There are currently no changes of control arrangements in place.
Change in and Disagreements with accountants on Accounting and Financial
Disclosure.
The Company was recently informed that independent auditor, Terrence J. Dunne,
PS would not be able to perform the audit FYE 1998. The Company was further
informed that there have been no disagreements with management as to accounting
principles, auditing procedures or other similarly significant matters and that
Terrence J. Dunne PS is not aware of any information or facts that would impair
the integrity of management of MPM Technologies, Inc.
The Company is currently interviewing prospective accounting firms to perform
the independent audit of the corporation FYE 1998.<PAGE>
Indemnification of Directors
The Washington Business Corporation Act (the "Washington Business Act")
provides that a company may indemnify its directors and officers as to certain
liabilities. The Company's Articles of Incorporation and Bylaws provide for
the indemnification of its directors and officers to the fullest extent
permitted by law. The effect of such provisions is to indemnify the directors
and officers of the Company against all costs, expenses and liabilities
incurred by them in connection with any action suit or proceeding in which they
are involved by reason of their affiliation with the Company, to the fullest
extent permitted by law.
Compliance with Section 16(a) of the Securities Exchange and Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the directors and
executive officers, and persons who own beneficially more than ten (10%)
percent of the common stock of the Company, to file reports of ownership and
changes in ownership, with the Securities and Exchange Commission. Copies of
all reports are required to be furnished to the Company pursuant to Section
16(a). Based on the reports received by the Company, the Company believes that
the directors, officers, and greater than ten (10%) percent beneficial owners,
complied with all applicable reporting requirements during the year ended
December 31, 1997.
Information on Committees of the Board of Directors and Meetings
During the fiscal year ended December 31, 1997, the Board of Directors met six
times and all Board members attended at least 75 percent of the meetings. The
Board of Directors has established an Audit Committee and Compensation
Committee. The Company has no Nominating Committee and the full Board of
Directors selects nominees for election as directors.
The Audit Committee makes recommendations concerning the engagement of
independent public accountants, reviews with the independent public accountants
the scope and results of the audit, reviews management's evaluation of the
Company's system of internal controls, and reviews non-audit professional
services provided by the independent accountants and the range of audit and
non-audit fees. The Audit Committee will also review at least annually
reimbursement of costs by the company and subsidiaries. The Audit Committee
currently consists of Charles A. Romberg, President of the Company and two
independent directors, Glen Hjort and Anthony L. Lee. The Audit Committee was
established in 1998.
The Compensation Committee establishes salaries, incentives and other forms of
compensation for directors, officers and other key employees of the Company,
administers the 1989 Stock Option Plan and recommends policies relating to
benefit plans. The Compensation Committee currently consists of Daniel D.
Smozanek, Richard E. Appleby, Myron Katz and L. Craig Cary Smith. In 1997, the
Compensation Committee met five times.
FORM 10-KSB
Any shareholder of record may obtain a copy of the Corporation's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1997, by written request
to the Company. Executive Offices are located at 222 W. Mission Ave., Ste. 30,
Spokane, WA 99201-2347.
BY ORDER OF THE BOARD OF DIRECTORS
Charles A. Romberg
President<PAGE>
MPM TECHNOLOGIES INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE
ANNUAL MEETING OF SHAREHOLDERS ON SEPTEMBER 14, 1998
AT 9:00 A.M.
CAVANAUGH'S INN AT THE PARK, BALLROOM D
W . 303 NORTH RIVER DRIVE
SPOKANE, WASHINGTON
The undersigned appoints Charles A. Romberg and Daniel D. Smozanek, each of
them proxies of the undersigned, with full power of substitution, to vote all
shares of MPM Technologies, Inc., the undersigned is entitled to vote at the
Annual Meeting of Shareholders to be held September 14, 1998 or at any
adjournment thereof, with all powers the undersigned would have if personally
present.
THE SHARES WILL BE VOTED AS DIRECTED WITH RESPECT TO OTHER MATTERS OF BUSINESS
PROPERLY BEFORE THE MEETING AS THE PROXIES SHALL DECIDE. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
MANAGEMENT RECOMMENDS VOTING FOR THE FOLLOWING PROPOSALS.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked). To withhold
authority for any individual, place an N next to that person's name.
___ Glen Hjort ___Anthony L. Lee ___Michael J. Luciano
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
2. To approve the amendment to the 1989 Stock Option Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as properly may come before the meeting.
Sign exactly as your name appears hereon. When signing in a representative or
fiduciary capacity, indicate title. If shares are held jointly, each holder
should sign. For a corporation, the full corporation name should be signed by
a duly authorized officer who should state his/her title. For a partnership,
an authorized person should sign in partnership name.
Date_______________, 1998.
Signature___________________________ Signature Partnership___________________
Signature
(If jointly held)___________________ Signature Corporation___________________<PAGE>
