MPM TECHNOLOGIES, INC.
222 W. Mission Ave.
Spokane, WA 99202
NOTICE OF 2000 ANNUAL STOCKHOLDERS' MEETING
To: The Stockholders of MPM Technologies Inc.
NOTICE IS HEREBY GIVEN that the 2000 Annual Stockholders' Meeting of MPM
Technologies Inc., will be held at 707C Algonquin Road, Arlington Heights,
Illinois 60005, on June 12, 2000 at 9:00 am local time, for the following
purposes:
1. To elect three directors of the Company;
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 May 8, 2000, 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 May 15, 2000 to enable such stockholders to state their instructions with
respect to the voting of the shares. Proxies should be returned to American
Securities Transfer & Trust, Inc. 12039 W. Alameda Parkway, Lakewood, Colorado
80228 in the reply envelope enclosed.
By Order of the Board of Directors,
Michael J. Luciano
Chairman of the Board and
Chief Executive Officer
May 15, 2000/Date of Mailing
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 PROVIDED.
PROXY STATEMENT RELATING TO
2000 ANNUAL MEETING OF STOCKHOLDERS
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 2000 Annual Meeting of Stockholders to be held at
707C Algonquin Road, Arlington Heights, Illinois 60005, on June 12, 2000 at
9:00 a.m. local time, 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, 1999, are first
being mailed to shareholders on or about May 15, 2000. The executive offices of
the Company are located at, 222 W. Mission Ave., Suite 30, Spokane, WA 99201.
VOTING AT ANNUAL MEETING
The Board of Directors of the Corporation has fixed the close of business on
May 8, 2000, 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 2,659,493 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.
Proxy. 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 two
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.
Voting Power. Shareholders of the Common Stock of MPM are entitled to one vote
for each share held.
Dissenters' Rights. None of the actions contemplated to be taken at the MPM
Special Shareholder Meeting give rise to the dissenters' rights under the
Washington Business Corporations Act.
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
PURPOSE OF ANNUAL MEETING
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 III
expires with the 2000 Annual Meeting, the term of Directors of Class II expires
with the 2001 Annual Meeting and the term of directors of Class III expires
with the 2002 Annual Meeting.
CLASS III - Three Year Term Expiring in 2000
Richard E. Appleby, age 59, 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.
Director Since 1985
Compensation Committee
Dr. Richard Kao, age 58, is a Director of the Company. Dr. Kao earned an M.S.
Degree in Chemical Engineering from Tunghai Christian University, Taiwan and a
Ph.D in Chemical Engineering from the Illinois Institute of Technology. He was
Chemical Engineer for the Institute of Gas Technology from 1968 to 1982 and the
Director of Technology for Xytel Corporation from 1988 to 1996. Dr. Kao's
present responsibilities for Unitel Technologies, Inc. include the research and
development of new technologies in commercial mini-plants for the chemical,
petroleum, synthetic fuels, food, pulp/paper, and solid waste industries.
Director Since 1999
Audit Committee
L. Craig Cary Smith, age 50, 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,
Hemingway and Anderson, P.S., in Spokane, Washington.
Director Since 1985
MANAGEMENT RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE NOMINEES TO THE BOARD
OF DIRECTORS OF THE COMPANY.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
CLASS I - Three-Year Term Expiring in 2001
Glen Hjort, age 48, is Chief Financial Officer and Director of the Company.
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.
Director Since 1998
Audit Committee, Executive Committee
Anthony L. Lee, age 64, is a Director of Company. 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.
Director Since 1998
Audit Committee
Michael J. Luciano, age 46, is Chairman of the Board and Chief Executive
Officer of the company. Mr. Luciano was co-owner of Morris County Sanitation
Services, E. Hanover, NJ, where he was 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.
Director Since 1998
Executive Committee
CLASS II - Three-Year Term expiring 2002
Myron Katz, age 69, 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.
Director Since 1985
Compensation Committee
Daniel D. Smozanek, age 74, 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.
Director Since 1985
Compensation Committee
AMEND THE 1989 STOCK OPTION PLAN
The Board of Directors is proposing to amend the 1989 Stock Option Plan (the
"Plan") to increase the number of shares of common stock issuable under the
Plan by THREE HUNDRED THOUSAND (300,000) shares of common stock.
The Company currently does not pay any cash compensation to its Directors,
although they are reimbursed for out-of-pocket expenses incurred in attending
meetings. Directors are compensated for their time and efforts solely through
grant of stock options. The Company 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 options in the Plan is of vital importance to further
the goal for 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 2000 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, 1999, is enclosed with
this Proxy Statement.
PRINCIPAL SHAREHOLDERS
As of the Record Date there were 680 shareholders of record. The Company
estimates that there are approximately 2,100 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:
Common Percentage
Shareholder Stock Owned of Outstanding
- -------------------------- ---------------- ----------------
Michael J. Luciano 573,910 [1] [2] 21.5%
Charles A. Romberg 336,645 [1] [3] 12.6%
Richard E. Appleby 231,155 [1] 8.6%
Daniel D. Smozanek 170,257 [1] 6.4%
L. Craig Cary Smith 159,070 [1] 5.9%
United States Filter Corp. 146,666 [4] 5.5%
Unitel Technologies, Inc. 133,333 5.0%
[1] Includes options available for exercise, specifically, Michael J. Luciano
321,890; Richard E. Appleby 38,000; Daniel D. Smozanek 8,000, L. Craig Cary
Smith 139,945 and Charles A. Romberg 315,556.
[2] Does not include 327,426 shares and 105,000 options available for exercise
(16.2%) of the Company's outstanding stock and options available for exercise
owned by two trusts for which Mr. Luciano is the Executor.
[3] During 1999, Mr. Romberg resigned as President and Director of the Company.
[4] During 1999, Eau Acquisition Corp. a wholly owned subsidiary of VIVENDI,
Paris, France purchased U.S. Filter Corp.
As of the Record Date no other person or group was known by the Registrant to
own more than five percent of its common stock.
TRANSACTIONS WITH MANAGEMENT
During the second quarter of 1999, the Company returned a preferred stock
deposit of $1,051,400 using money contributed by Michael J. Luciano, Chairman
and CEO. Under the terms of the agreement with Mr. Luciano, MPM issued
150,000 shares of its common stock at the market price in exchange for $300,000
and issued convertible debentures aggregating $400,000, which could be
converted to MPM common stock at a discount. The debentures were converted
concurrently with the stock issue resulting in issuing an additional 333,333
shares of common stock.
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
During 1999, none of the officers or directors was compensated for his services
as an officer or director. Each is reimbursed for out-of-pocket expenses
incurred on Company business.
The following tables show the remuneration of officers and directors in excess
of $100,000 in 1999, 1998 and 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSTION TABLE
ANNUAL COMPENSATION
<S> <C> <C> <C> <C> <C> <C> <C>
Name and
Principal
Position Year Salary Bonus Compensation Award(s) $Payout(s) Compensation
- ------------------ ---- ------ ----- ------------ -------- ---------- ------------
Michael J. Luciano
Chairman & CEO 1999 $ 60,000 301,667 options
granted at market
1998 None
1997 None
Charles A. Romberg
President 1999 None
1998 $ 50,872
Robert D. Little
Secretary 1999 $132,196
1998 67,841
1997 45,600
</TABLE>
<TABLE>
<CAPTION>
OPTION GRANTS IN 1999 FISCAL YEAR
INDIVIDUAL GRANTS
<S> <C> <C> <C> <C> <C>
# of % of Total
Options Options Granted Exercise or Market Price Expiration
Name Granted in Fiscal Year Base Price On Date of Grant Date
- ------------------ ----------- --------------- ----------- ---------------- ----------
Michael J.
Luciano 245,000 $2.00 $2.00 4/19/09
56,667 35.17% $3.00 $3.00 5/18/09
Charles A.
Romberg 190,000 $2.00 $2.00 4/19/09
20,000 24.48% $3.00 $3.00 5/18/09
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
END FYE 1999 OPTION/SAR VALUES
<S> <C> <C> <C> <C>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized ($) Unexercisable Unexercisable
- --------- ------------ ------------- ---------------- --------------
Michael J.
Luciano 333,333 $666,666 321,890 $1,414,587
Exercisable
Charles A.
Romberg 315,556 $1,517,883
Exercisable
</TABLE>
Proposed Remuneration.
None of the directors is compensated for their services as a director. Each is
reimbursed for out-of-pocket expenses incurred on Company business. 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. No advances have been made, nor are any
contemplated, by the Company to any of its officers or 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.
The Compensation Committee, (the "Committee") comprised of three members of the
Board of Directors, administers this Plan. The Committee has 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 are
evidenced by written agreements, which contains 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 are such price as may be fixed
by the Committee. The term during which options and Stock Appreciation Rights
may be granted under the Plan expires 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, are 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.
There was no change in or disagreements with accountants on Accounting and
Financial Disclosure.
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 (5%) percent beneficial owners,
complied with all applicable reporting requirements during the year ended
December 31, 1999.
Information on Committees of the Board of Directors and Meetings
During the fiscal year ended December 31, 1999, the Board of Directors met 5
times. The Board of Directors has an Executive Committee, 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 Glen Hjort, Chief Financial Officer of the Company and
two independent directors, Richard Kao and Anthony L. Lee.
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, and Myron Katz.
The Executive Committee possesses all of the powers of the Board except the
power to issue stock, approve mergers and acquisitions with nonaffiliated
corporations, or declare dividends and certain other powers specifically
reserved by Washington State law to the Board.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
The deadline for submitting stockholder proposals for inclusion in the
Company's Proxy Statement and form of Proxy for the Company's next annual
meeting is March 1, 2000. Such proposals must be submitted in writing and
should be sent to the attention of the Secretary of the Corporation.
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, 1999, 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
Robert D. Little
Corporate Secretary
MPM TECHNOLOGIES INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
2000 ANNUAL MEETING OF STOCKHOLDERS ON JUNE 12, 2000, 9:00 A.M.
707C W. ALGONQUIN ROAD, ARLINGTON HEIGHTS, ILLINOIS 6000
The undersigned appoints Michael J. Luciano and Robert D. Little, or 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
2000 Annual Meeting of Stockholders to be held June 12, 2000 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 BROUGHT 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.
___Richard E. Appleby ___Richard Kao ___L. Craig Cary Smith
[ ] 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 AUTHORUZED 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, a duly authorized officer who should state
his/her title should sign the full corporation name. For a partnership, an
authorized person should sign in partnership name.
Date _________________, 2000.
Signature_________________ Signature Partnership_______________________
Signature_________________ Signature Corporation ________________________
(If jointly held)
