Amendment 1 to
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only [as permitted by Rule
14a-6(e)(2)]
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PRATT, WYLCE & LORDS, LTD.
(name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
PRATT, WYLCE & LORDS, LTD. (the "Company")
L. Alan Schafler is hereby authorized to represent and to vote the shares of
the undersigned in the Company at an Annual Meeting (hereinafter referred to
as "Annual Meeting") of Stockholders to be held on September 15, 1998 and at
any adjournment as if the undersigned were present and voting at the meeting.
NOTE: Cumulative voting for directors is not allowed.
1. Proposal to elect not to be treated as a Business Development Company
under the Investment Act of 1940
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Proposal to amend Articles of Incorporation to authorize a Class of
Preferred Shares and to Grant Exclusive Authority to the Board of Directors
to Determine the Rights and Preferences of the Preferred Stock
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Election of Directors
FOR all nominees (except as written on the line below) [ ]
WITHHOLD AUTHORITY TO VOTE
for all nominees listed below [ ]
NOMINEES: L. Alan Schafler, Erich K. Schmid, James Yanai
(INSTRUCTIONS: To withhold authority to vote for any individual nominees
write the nominee's name on the line below.)
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4. Proposal to change name of the Company to Bionet Technologies, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Approval of James E. Scheifley & Associates, P.C. as Independent
Certified Accountants for fiscal year ending January 31, 1999.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. In their discretion, on any other business that may properly come
before the meeting.
The shares represented hereby will be voted. With respect to items 1 - 43
above, the shares will be voted in accordance with the specifications made
and where no specifications are given, said proxies will vote for the
proposals. This proxy may be exercised by a majority of those proxies or
their substitutes who attend the meeting.
Please sign and date and return to Pratt, Wylce & Lords, Ltd.,
P.O. Box 7571 Hilton Head Island, SC 29938
Dated August 12, 1998
----------------------
Signature
----------------------
Signature
Joint Owners should each sign. Attorneys-in-fact, executors, administrators,
trustees, guardians or corporation officers, should give full title.
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PRATT, WYLCE & LORDS, LTD.
P.O. Box 7571
Hilton Head Island, SC 29938
Telephone: (803) 686-5590
Facsimile: (803) 686-5595
August 12, 1998
To the Stockholders of
Pratt, Wylce & Lords, Ltd.
You are cordially invited to attend an Annual Meeting (hereinafter referred
to as "Annual Meeting") of Stockholders of Pratt, Wylce & Lords, Ltd. (the
"Company"), to be held at 2035 Staysail Lane, Jupiter, Florida 33477, at 9:00
A.M., Eastern time on September 15, 1998, to consider and vote upon the
matters set forth in the accompanying Notice of Annual Meeting of
Stockholders.
In addition to the election of directors and the approval of independent
certified public accountants for the fiscal year ended January 31, 1999,
Shareholders will be asked to approve the proposal that the Company elect to
cease to do business as a Business Development Company under the Investment
Act of 1940. Approval of the proposal would allow the Company to move
forward with its new business plan and would be economically beneficial to
the Company. The Company would not be subject to the requirements of the
Investment Act of 1940. The Company would still be subject to the reporting
requirements of the Exchange Act. The shareholders will also be asked to
change the name of the Company to Bionet Technologies, Inc. to more
accurately reflect the nature of the Company's operations. Finally, the
shareholders shall be asked to approve the creation of a class of Preferred
stock. Approval of the proposal would assist the Company in providing
incentives to principals of proposed business opportunities.
Since it is important that your shares be represented at the meeting whether
or not you plan to attend in person, please indicate on the enclosed proxy
your decisions about how you wish to vote and sign, date and return the proxy
promptly in the envelope provided. If you find it possible to attend the
meeting and wish to vote in person, you may withdraw your proxy at that time.
Your vote is important, regardless of the number of shares you own.
Sincerely,
- -------------------------
L. Alan Schafler
Chairman of the Board of Directors
Chief Executive Officer
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PRATT, WYLCE & LORDS, LTD.
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
To Be Held
September 15, 1998
To the Stockholders of
Pratt, Wylce & Lords, Ltd.
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of Pratt, Wlyce
& Lords, Ltd. (the "Company") will be held on September 15, 1997 at 9:00
o'clock in the morning, local time at the for the following purposes; all as
more specifically set forth in the attached Proxy Statement.
1. To consider and vote upon the proposal to cease doing business as a
Business Development Company under the Investment Act of 1940.
2. To consider and vote upon the authorization of Preferred Shares.
3. To consider and vote upon the election of the Officers and Directors
of the Company.
4. To consider and vote upon the change of the name of the Company to
Bionet Technologies, Inc.
5. To approve James E. Scheifley & Associates, P.C. as Independent
Certified Accountants for fiscal year ended January 31, 1999.
6. To transact such other business as may properly be brought before this
meeting.
Only holders of record of Common Stock of the Corporation as of the close of
business on July 31, 1998, are entitled to notice of or to vote at the
meeting or any adjournment thereof. The stock transfer books of the
Corporation will not be closed.
Stockholders are encouraged to attend the meeting in person. To ensure that
your shares will be represented, we urge you to vote, date, sign and mail the
Proxy Card in the envelope which is provided, whether or not you expect to be
present at the meeting. The prompt return of your Proxy Card will be
appreciated. It will also save the Company the expense of a reminder
mailing. The giving of such Proxy will not affect your right to revoke such
Proxy by appropriate written notice or to vote in person should you later
decide to attend the meeting.
By order of the Board of Directors
L. Alan Schafler
August 12, 1998 Chairman of the Board of Directors
Chief Executive Officers
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PROXY STATEMENT
PRATT, WYLCE & LORDS, LTD.
ANNUAL MEETING OF STOCKHOLDERS
To Be Held September 15, 1998
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Pratt, Wylce & Lords, Ltd., a Nevada
corporation (the "Company"), to be voted at an Annual Meeting of Stockholders
of the Company to be held on September 15, 1998 at 9:00 A.M., Eastern time,
at 2035 Staysail Lane, Jupiter, Florida 33477 and at any adjournment thereof
(the "Meeting"). The Proxy may be revoked by appropriate written notice at
any time before it is exercised. See, "Voting and Solicitation of Proxies".
This Proxy Statement and the accompanying Notice and Form of Proxy are being
mailed on or about September 15, 1998 to record holders of the Company's
Common Stock as of July 31, 1998 (the "Record Date").
As of Record Date, 5,243,470 shares of Common Stock of the Corporation were
issued and outstanding. Each share of Common Stock entitles the holder to
one vote on all matters brought before the Annual Meeting.
Pratt, Wylce & Lords, Ltd., (the "Company") was incorporated in the State of
Florida on May 22, 1986 using the name Global Wrestling Alliance, Inc.
The Company was authorized to issue 75,000,000 common shares at $.0001
par value. The Company had limited operations from 1988 through 1990
and ceased operations at that time. The Company experienced a change in
control and pursuant to a Board of Directors meeting and subsequent
written consent of a majority of its shareholders on May 31, 1993, the
Company began operations of its present business under the name Pratt, Wylce
& Lords, Ltd. and a One for One Hundred reverse stock split was effectuated.
The Company was reincorporated in the State of Nevada on August 18, 1993.
Pursuant to the Articles of Merger, the Company is authorized to issue
75,000,000 common shares at $.001 par value and there are currently
5,243,470 common shares outstanding.
The previous business objective of the Company was to provide consulting
services which assist the client company in becoming a publicly traded
company.
During January 1997, the Company determined that it was unable to
complete certain of its consulting projects and would be unable to accept new
consulting clients in the future. The Company negotiated contract
termination agreements with all of its clients which provide for the
immediate discontinuance of consulting services. The termination contracts
provide that the Company retain as revenue all cash paid to date and that the
Company return all or a major portion on common stock issued to it by client
companies.
Since its cessation of financial consulting activities, the Company has
carried out administrative functions and has begun liquidating its investment
portfolio.
During the year ended January 31, 1998, the Company made working capital
advances to Immune Technologies, Inc. (Immune), a former client company,
amounting to $54,100. The business of Immune consists of research and
development and marketing of products based on new technology for the
prevention and related therapy of infectious diseases in animals.
In April 1998, the Company entered into a purchase and sale
agreement with Immune whereby the Company purchased certain assets of
Immune consisting primarily of accounts receivable, furniture, equipment and
intangible assets. The purchase price paid consisted of 2,000,000 shares of
the Company's common stock and the cash advances made.
In August 1998, the Company entered into an Agreement of Sale with Greengold
Corporation ("Greengold"), a Minnesota corporation whereby all of the
Greengold Common Shares were exchanged for 1,900,000 Common Shares of the
Company. Greengold is launching operations in North Carolina in 1998 to
commercialize its patented Aquameal System, a process in aquaculture crop
production using wastewater as a fertilizer source.
The Company is currently seeking new business activities unrelated to the
provision of financial services.
ELECTION NOT TO BE TREATED AS A BUSINESS DEVELOPMENT COMPANY
Business Development Company. In July, 1995, the Company elected to be
treated as a Business Development Company ("BDC") pursuant to Section 54 of
the Investment Company Act of 1940 (the "1940 Act") due to management's
believe that the receipt of securities from its client companies as partial
payment for its consulting services made it subject to the provisions of the
1940 Act.
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On October 21, 1980, the 1940 Act was amended by a series of amendments which
added sections 55 through 65. These sections comprise the Small Business
Investment Incentive Act of 1980 (the "SMIIA"). For purposes of the
SMIIA, a business development company is defined as a domestic closed-end
company which is operated for the purpose of making certain types of
investments and which makes available significant managerial assistance to
the companies in which it invests. Generally, a company which elects to
be treated as a business development company, or intends within 90 days to so
elect, is exempt from certain provisions of sections 1 through 53 of the 1940
Act.
To take advantage of these special regulatory provisions, a BDC must
comply with sections 55 through 65 of the 1940 Act, which require,
among other things, that:
a. a majority of the BDC's directors must not be "interested persons"
as defined in section 2(a)(19) of the 1940 Act;
b. A BDC is restricted in the kind of investments it can make, i.e., at
least seventy percent of the BDC's assets (excluding assets necessary to
maintain the business, such as office furniture) must consist of securities
of small, developing business or financially troubled businesses and such
liquid assets as cash or cash items, Government securities or short-
term, high quality debt securities;
c. A BDC must annually furnish to its shareholders a statement, in such
form and manner as the Securities and Exchange Commission may prescribe,
about the risks involved in investing in a BDC due to the nature of
its portfolio, and;
d. A BDC must have a class of equity securities registered under the
1934 Act or have filed a registration statement under that section and
must comply with the periodic reporting requirements under the 1934 Act,
including annual reports, quarterly reports and reports of certain
material changes, rather than with those in section 30 of the 1940 Act.
Due to the cessation of any operations relating to providing consulting
services and receiving securities of its client companies as partial payment,
due to the current business operations of the Company and its wholly owned
subsidiary, along with the added cost of compliance to meet the requirements
of the 1940 Act, the Board of Directors of the Company believes it would be
economically beneficial to elect not to be treated as a BDC.
The Company is of the belief that its current activities as described above
no longer subject it to being deemed to be an investment company under the
1940 Act. The effect of the affirmative vote to elect not be treated as a
BDC is that the Company will not have to follow the restrictive provisions of
sections 55 through 65 of the 1940 Act as described above. There can
be no assurance that the Company's future operations will not fall under the
1940 Act and subject the Company to additional cost and requirements under
certain provisions of sections 1 through 53 of the 1940 Act. The Company
will still be subject to the reporting requirements of the Exchange Act of
1934.
The Board of Directors unanimously recommends a vote FOR the proposal to
elect not to be treated as a BDC as soon as practicable. Proxies solicited
by management will be so voted unless stockholders specify otherwise.
The affirmative vote of a majority of the shares of Common Stock of the
Company represented and voting at the Annual Meeting is required for approval
of the proposal.
AMENDMENT TO ARTICLES OF INCORPORATION TO AUTHORIZE A CLASS OF PREFERRED
STOCK AND TO GRANT EXCLUSIVE AUTHORITY TO THE BOARD OF DIRECTORS TO DETERMINE
THE RIGHTS AND PREFERENCES OF THE PREFERRED STOCK
At a meeting of the Board of Directors held on March 26, 1998, the Board
adopted a resolution amending the Articles of Incorporation to authorize a
class of Preferred Stock and further to grant exclusive authority to the
Board of Directors to determine the rights, preferences and restrictions of
the Preferred Stock. The Board determined that the authorization of a
Preferred Class of Stock would be beneficial to the Company in its effort to
acquire business opportunities.
The Board of Directors discussed the possibility that the Company may have a
need for capital in the future and desires to have available a class of
Preferred Stock for capital raising activities, including issuance to
prospective investors as incentive for investors to invest in the Company.
The relative powers, rights, privileges and restrictions, if any, of this new
class of Preferred stock would be determined by the Board of Directors prior
to issuance of any shares of stock. All powers, rights, privileges and
restrictions applied to these shares of Preferred Stock will be filed with
the Office of the Secretary of State pursuant to a Statement of Designations.
The Board of Directors requests the power to determine the powers, rights,
privileges and restrictions of the Preferred stock at a future date so that
it may ascertain what powers, rights, privileges and restrictions would be
the most beneficial to the Company and its shareholders while continuing to
provide incentive to principals of targeted business opportunities and
potential investors.
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The Nevada Revised Statutes require that the preferences, limitations and
relative rights of a class of stock be described in the Articles of
Incorporation or in a resolution adopted by the Board of Directors, prior to
issuance of any shares of stock of such class. If the relative rights and
preferences were identified presently in the Articles of Incorporation, a
further amendment to the Articles of Incorporation may be required to amend
these rights, preferences and restrictions. Allowing the Board of Directors
to determine the rights, preferences and restrictions of this stock by
resolution would alleviate the need to file a further amendment to the
Articles of Incorporation and would avoid any time sensitive problem which
would exist if the Board of Directors were required to wait until the next
annual meeting of the Shareholders to define the rights and preferences of
the preferred stock.
The authority of the Board of Directors to issue Common or Preferred Stock
might be considered as having the effect of discouraging an attempt by
another person or entity to effect a takeover or otherwise gain control of
the Company, since the issuance of Preferred Stock with voting powers, or the
issuance of additional shares of Common Stock, would dilute the voting power
of the Common Stock and Preferred Stock then outstanding. Such shares could
also be sold in private or public transactions to purchasers who might assist
the Board of Directors in opposing a takeover bid which the Board determines
not to be in the best interest of the Company and its stockholders.
The authority of the Board to issue Preferred Stock and to determine the
relative rights, powers, rights, privileges and restrictions, if any, of one
or more series of Preferred Stock of the Company could be used in a manner
calculated to prevent the removal of management, and make more difficult or
discourage an unwelcome change in control.
To effect the proposed amendment, the following resolution is presented for
adoption by the shareholders:
RESOLVED that Article III of the Articles of Incorporation entitled
"CAPITAL STOCK" be deleted in its entirety and replaced with the following:
(a) "The number of share of stock that this Corporation is authorized to
have outstanding at any one time shall be equal to Seventy Five Million Fifty
Thousand (75,050,000) consisting of:
1. Fifty Thousand (50,000) Preferred Shares, $.001 par value.
2. Seventy Five Million (75,000,000 Common Shares, $.001 par value
(B) The Board of Directors is authorized, subject to the limitations
prescribed by law and the provisions of this Article III, to provide for the
issuance of the shares of Preferred Stock in series, and by filing an
amendment pursuant to the Nevada Revised Statutes, to establish from time to
time the number of shares to be included in such series, and to fix the
designation, powers, preferences and rights of the shares of such series and
the qualifications, limitations or restrictions thereof, without shareholder
action.
The authority of the Board of Directors with respect to each series shall
include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the distinctive
designation of that series;
(b) The dividend rate on the shares of that series, if any, whether
dividends shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, of payment of dividends on shares of
that series;
(c) Whether that series shall have voting rights, and if so the terms of
such voting rights;
(d) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors
shall determine;
(e) Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount shall vary under difference
conditions and at different redemption dates;
(f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
(g) The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and
the relative rights of priority, if any, of payment of shares of that series;
(h) Any other relative rights, preferences and limitations of that series.
Dividends on outstanding shares of Preferred Stock shall be paid or declared
and set apart for payment before any dividends shall be paid or declared and
set apart for payment on the common shares with respect to the same dividend
period.
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The Board of Directors has resolved that, subsequent to the creation of a
class of Preferred Stock, it shall sell to L. Alan Schafler 250 shares each
of Series A, B and C Convertible Preferred Shares at a price of $1.00 per
share. The Series A shares shall convert upon the completion of the first
acquisition by the Company. The Series B Convertible shall convert upon the
Company's stock maintaining a minimum bid price of $1.00 for a period of 30
consecutive days. The series C Convertible Preferred shall convert once the
Company's stock has maintained a minimum bid of $2.00 per share for a period
of 30 consecutive days or when the earnings of the Company equal $.05 for a
fiscal year.
Pursuant to his management agreement with the Company, Mr. Schafler shall
receive compensation in the form of Series A through Series T (250 of each
Series A - series T for a total of 5,000 preferred shares).
Series D will convert when the annual earnings of the Company equal $.10
per share or when the Common Stock maintains a minimum bid of $3.00 per share
for 30 consecutive days.
Series E will convert when the annual earnings of the Company equal $.15
per share or when the Common Stock maintains a minimum bid of $4.00 per share
for 30 consecutive days.
Series F will convert when the annual earnings of the Company equal $.20
per share or when the Common Stock maintains a minimum bid of $5.00 per share
for 30 consecutive days.
Series G will convert when the annual earnings of the Company equal $.25
per share or when the Common Stock maintains a minimum bid of $6.00 per share
for 30 consecutive days.
Series H through Series T will convert sequentially with each additional $.05
in annual earnings per share or with each $1.00 increase in the minimum bid
value of the Company's Common stock for 30 consecutive days.
The Series A through T Convertible preferred shares shall be non-voting.
Each Series A through T Convertible Preferred Share shall have a conversion
rate of 1,000 Common Shares of the Company for each Preferred Share.
The Board of Directors has resolved that, subsequent to the creation of a
class of preferred stock, Immune Technologies, Inc. shall receive 500 Series
U Convertible Preferred stock which is convertible when the profits from the
Company's division which is involved in the research and development and
marketing of products based on new technology for the prevention and related
therapy of infectious diseases in animals has profits equal to $1,000,000.
Immune Technologies, Inc. shall received 500 Series V Convertible preferred
stock which converts when said division of the Company's profits equal
$2,000,000.
The Board of Directors has resolved that, subsequent to the creation of a
class of Preferred Stock, Paul Skillicorn, President of the Greengold
Corporation, now the Company's wholly owned subsidiary, pursuant to his
employment agreement with the Greengold Corporation ("Greengold") and the
Company as the parent corporation of the Greengold Corporation shall receive
1,000 Series W Preferred Shares which are non-voting, have a conversion rate
of 1,000 Common Shares of the Company for each preferred share. The Series W
Preferred shares shall be convertible when the combined net profits of
Greengold and/or any successor company, subsidiary or division of Greengold
and the Company engaged in businesses reliant in whole or in part on
technologies inherent in and contributing to the patented Aquameal system as
well as all other technologies developed by Mr. Skillicorn during his term of
employment with Greengold (the "Qualified Technologies") has reached at least
$1,000,000.
Mr. Skillicorn shall receive 1,000 Series X Preferred Shares which are non-
voting, have a conversion rate of 1,000 Common Shares of the Company for each
preferred share. The Series x Preferred shares shall be convertible when the
combined net profits of Greengold and/or any successor company, subsidiary or
division of Greengold and the Company engaged in businesses reliant in whole
or in part on the Qualified Technologies has reached at least $3,000,000.
Additionally, Mr. Skillicorn shall receive 1,000 Series Y Preferred Shares
which are non-voting, have a conversion rate of 1,000 Common Shares of the
Company for each preferred share. The Series Y Preferred shares shall be
convertible when the combined net profits of Greengold and/or any successor
company, subsidiary or division of Greengold and the Company engaged in
businesses reliant in whole or in part on the Qualified Technologies has
reached at least $5,000,000.
The Company is not aware of any plans, arrangements or understandings to
issue any other Preferred Share
The affirmative vote of a majority of the shares of Common Stock of the
Company represented and voting at the Annual Meeting is required for approval
of the amendment to the Articles of Incorporation.
The Board of Directors recommends a vote FOR the proposal to amend the
Articles of Incorporation to authorize the class of preferred Stock. Proxies
solicited by management will be so voted unless stockholders specify
otherwise.
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ELECTION OF BOARD OF DIRECTORS
Pursuant to the Bylaws, each Director shall serve until the annual meeting of
the stockholders, or until his successor is elected and qualified. The
Company's basic philosophy mandates the inclusion of directors who will be
representative of management, employees and the minority shareholders of the
Company. Directors may only be removed for "cause". The term of office of
each officer of the Company is at the pleasure of the Company's Board.
The Executive Officers and Directors are:
<TABLE>
<CAPTION>
<S> <C> <C>
L. Alan Schafler, age 59 President/Treasurer June 1997
Director to present
MaryEllen Miles, age 36 Secretary May 1993
to present
Erich Schmid, age 52 Director November, 1997
to present
James Yanai, age 59 Director November, 1997
to present
</TABLE>
Resumes:
MaryEllen Miles. Mrs. Miles is currently Secretary for the Company. Mrs.
Miles worked full time as a foster care provider for Clear Creek County and was
the President of Clear Creek Foster Parents Association from January, 1995 to
January, 1996. From 1988 to 1991, she worked as a legal assistant at
Rothgerber, Appel, Powers & Johnson. Mrs. Miles is certified as a Paralegal
through the Denver Paralegal Institute. From 1986 to 1987, Mrs. Miles worked
as an Officer Manager for Lifespring, Inc., a corporation which conducts
personal growth seminars in San Rafael, California. From 1984 to 1986, she
worked as a Sale Administrator for J-Tron, Inc. in San Jose, California.
L. Alan Schafler. Mr. Schafler has been President, Treasurer and a Director of
the Company since June 1997 . Mr. Schafler has been the president of Alan
Schafler & Associates for the last five years. During this time, Mr. Schafler
has been a management consultant providing strategic planning and problem
solving resource in a wide range of corporate disciplines. Mr. Schafler's
specialty is the review and appropriate realignment of integrated corporate
functions to maximize the growth and profitability of the business enterprise.
Mr. Schafler obtained a B.B.A. degree in accounting from Hofstra University in
1957 and an MBA in Finance/Management from New York University Graduate School
of Business in 1959. Mr. Schafler has attended continuing financial/management
post MBA studies and seminars at New York University Graduate School of
Business. Mr. Schafler has been an instructor and advisor for Management
Decision Laboratory at the NYU Graduate School of Business. and attended and
instructed programming and systems courses at the Systems Research Institute.
James Yanai. Mr. Yanai is currently a Director of the Company. He has worked
as a buyer for Delta Floral Distributors for the last five years. Mr. Yanai
attended El Camino College where he took business classes from 1962 to 1963.
Erich K. Schmid. From 1994 to present, Mr. Schmid has been President of
Business Intermediary Services, Ltd., a business brokerage firm he co-founded
specializing in middle-market transactions. Mr. Schmid has also been a Director
of Redneck Foods, Inc., a restaurant company from January 31, 1997. From 1985
to 1994, Mr. Schmid was a Vice President with New South Business Ventures, Inc.
and its predecessor T.C. Wilkinson, Jr. & Associates, Inc., general business
brokerage firms. He is a member of the International Business Brokers
Association, Inc. and is a Certified Business Intermediary. Mr. Schmid
earned a Bachelor of Science in industrial management and a Master of Science
in management from the University of Akron in 1971 and 1996, respectively.
The Board of Directors unanimously recommends a vote FOR the election of L.
Alan Schafler, Erich Schmid and James Yanai to the Board of Directors of the
Company. Proxies solicited by management will be so voted unless
stockholders specify otherwise.
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The affirmative vote of a majority of the shares of Common Stock of the
Company represented and voting at the Annual Meeting is required for approval
of the above Directors.
AMENDMENT TO CHANGE
NAME OF COMPANY
The Company's current focus of operations is in the aquaculture industry and
the research, development and marketing of products for the prevention and
adjuvant therapy of infectious diseases in humans and animals. The Company
shall also pursue the acquisition of additional business in the future. The
current name of the Company is long and appears to be difficult for consumers
to remember. As a result, the Board of Directors approved a change of the
name of the Company to Bionet Technologies, Inc. to more accurately reflect
the current varying business operations of the Company and to promote
consumer awareness and goodwill. The Board of Directors unanimously approves
the proposed name change and recommends a vote FOR the proposed amendment to
the Articles of Incorporation. Proxies solicited by management will be so
voted unless stockholders specify otherwise.
The affirmative vote of a majority of the shares of Common Stock of the
Company represented and voting at the Annual Meeting is required for approval
of the above proposal.
APPROVAL OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors recommends for approval by the Shareholders the
selection of James E. Sheifley & Associates, P.C. as the independent
certified public accountants of the Company for the fiscal year ending
January 31, 1999.
In additional to its principal service of examining the financial statement
of the Company, James E. Scheifley & Associates, P.C. provided certain non-
audit services for the Company during the preceding fiscal year and such
services were approved by management. In approving the services, management
determined that the nature of the services and the estimated fees to be
charged would have no adverse effect on the independence of the accountants.
Representatives of James E. Scheifley & Associates, P.C. are expected to be
able via telephone at the Annual Meeting and to have the opportunity to make
a statement should they desire to do so and to be available to respond to
appropriate questions.
The affirmative vote of the holders of a majority of the outstanding shares
of the Company's Common Stock is necessary to approve Winter, Scheifley &
Associates, P.C. as the Company's auditors.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following tables list the Company's stockholders who, to the best of the
Company's knowledge, own of record or, to the Company's knowledge,
beneficially, more than 5% of the Company's outstanding Common Stock; the
total number of shares of the Company's Common Stock beneficially owned by
each Director; and the total number of shares of the Company's Common Stock
beneficially owned by the Directors and elected officers of the Company, as a
group.
Shareholdings at Date of
This Prospectus
<TABLE>
<CAPTION>
Percentage of
Number & Class Outstanding
Name and Address of Shares Common Shares
<S> <C> <C>
L. Alan Schafler
2035 Staysail Lane
Jupiter, Florida 33477 0 0%
Erich K. Schmid
40 Spring Hollow Lane
Fairview, NC 28730 10,000 .31%
James Yanai
17600 Van Ness
Torrence, CA 90504 67,000 1.28%
Timothy Miles and MaryEllen Miles
#9 Niblick
Hilton Head Island, SC 29938 451,183 14.08%
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<PAGE>11
Elizabeth Gheen
9070 Coker Road
Salinas, CA 93907 300,770 11.60%
Mitsuo Tatsugawa
220A San Benancio Road
Salinas, CA 93908 360,924 11.26%
Stephen A. Jones
24285 Hillview Drive
Laguna Niguel, CA 92677 160,501 5.01%
All Directors & Officers
as a group (4) 521,337 16.27%
</TABLE>
<F1>Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or
shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power to
vote, or dispose or direct the disposition of all shares beneficially owned,
subject to applicable community property laws.
The following table sets forth certain summary information concerning the
total remuneration paid or accrued by the Company, to or on behalf of the
Company's Chief Executive Officer and the Company's executive officers
determined as of the end of each of the last three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name Annual Restricted LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Awards SARs Outs sation
Position Year ($) ($) ($) ($) ($) ($) ($)
Alan Schafler 1998 $52,500 - - - $7,500(2) - -
President,
Treasurer
Chief Financial
Officer
Timothy
President,
Treasurer
Chief Financial
Officer 1997 $17,500 - - - - - -
1996 $ 177,000 - - - - - -
</TABLE>
(1) No other officer has received compensation in the last three years. The
above compensation refers to the year ended January 31, 1996, for the year
ended January 31, 1997 and for the year ended January 31, 1998.
(2)In June 1997, Mr. Schafler received options Valued at $.01 per option to
purchase 750,000 Common Shares of the Company exercisable at $.19 per Common
Share for a period of three years.
Non-Qualified and Incentive Stock Option Plans. During 1995, the Company
adopted the 1995 Non-Statutory Stock Option Plan which provides for granting
to the Company's officers, directors, employees and certain other individuals
who consult with or advise the Company, options to acquire 750,000 shares of
the Company's common stock. The shares issuable under the 1995 plan are at
a price not less than 85% of the fair market value of the stock on the date
of grant. The exercise periods of the options are not to exceed ten years.
The Plan was suspended by the Board of Directors on June 12, 1996 and any
options granted in 1996 were suspended.
There is no plan or arrangement with respect to compensation received or
that may be received by the executive officers in the event of
termination of employment or in the event of a change in responsibilities
following a change in control.
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<PAGE>12
CERTAIN TRANSACTIONS
Changes in Control. There are no arrangements, known to the Company,
including any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change of control of
the Company.
VOTING AND SOLICITATION OF PROXIES
Stockholders represented by properly executed proxies received by the Company
prior to or at the Meeting and not duly revoked will be voted in accordance
with the instructions thereon. If proxies will be voted in instructions are
indicated thereon, such proxies will be voted in favor of Items 1 through 5
inclusive. Execution of a proxy will not prevent a stockholder from
attending the Meeting and revoking his proxy by voting in person (although
attendance at the Meeting will not in itself revoke a proxy). Any
stockholder giving a proxy may revoke it at any time before it is voted by
giving to the Company's Secretary/Treasurer written notice bearing a later
date than the proxy, by delivery of a later dated proxy, or by voting in
person at the Meeting. Any written notice revoking a proxy should be sent to
Pratt, Wylce & Lords, Ltd., P.O. Box 7571, Hilton Head Island, SC 29938.
The Company's Board of Directors does not know of any other matters which
will be presented for consideration at the Meeting. However, if any other
matters which will be presented for consideration at the Meeting. However,
if any other matters are properly presented for action at the Meeting, it is
the intention of the person(s) named in the accompanying Form of Proxy to
vote the shares represented thereby in accordance with their best judgment on
such matters.
All costs relating to the solicitation of proxies made hereby will be borne
by the Company. Proxies may be solicited by officers and directors of the
Company personally, by mail or by telephone or telegraph, and the Company may
pay brokers and other persons holding shares of stock in their names of those
of their nominees for their reasonable expenses in forwarding soliciting
material to their principals.
It is important that proxies be returned promptly. Stockholders who do not
expect to attend the Meeting in person are urged to sign and date the
accompanying Form of Proxy and mail it in a timely fashion so that their vote
can be recorded.
ADDITIONAL INFORMATION
The Company's Annual Report to Shareholders for the fiscal year ended January
31, 1997, including the consolidated financial statements and related notes
thereto, together with the report of the independent auditors and other
information with respect to the Company, accompanies this Proxy Statement.
OTHER MATTERS
The Company is not aware of any other business to be presented at the Annual
Meeting. If matters other than those described herein should properly
arise at the meeting, the proxies will vote on such matters in accordance
with their best judgment.
SHAREHOLDER PROPOSALS
Proposals by Shareholders intended to be presented at the Annual Meeting for
the year ended January 31, 1999 must be received by the Company no later than
November 15, 1998.
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