HOST AMERICA CORPORATION
Two Broadway
Hamden, CT 06518-2697
(203) 248-4100
----------------------
PROXY STATEMENT
----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 23, 1999
TO THE SHAREHOLDERS OF HOST AMERICA CORPORATION
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Host
America Corporation, a Colorado corporation (the "Company") will be held at
310 West Shepard Street, Hamden, Connecticut 06514, on November 23, 1999,
at 10:00 a.m., Eastern Time, and at any and all adjournments thereof, for
the purpose of considering and acting upon the following matters:
1. To elect six (6) Directors of the Company;
2. To transact such other business as properly may come before the
meeting or any adjournment thereof.
Only holders of the voting $.001 par value Common Stock and voting Series
A Preferred Stock of the Company of record at the close of business on
October 25, 1999 will be entitled to notice of and to vote at the Meeting
or at any adjournment or adjournments thereof.
All shareholders, whether or not they expect to attend the Annual Meeting
of Shareholders in person, are urged to sign and date the enclosed Proxy
and return it promptly in the enclosed postage-paid envelope which requires
no additional postage if mailed in the United States. The giving of a
proxy will not affect your right to vote in person if you attend the Meeting.
A copy of the Company's Annual Report to Shareholders for the year ended
June 25, 1999 accompanies this Notice of Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
GEOFFREY W. RAMSEY
PRESIDENT
Hamden, Connecticut
October 26, 1999
<PAGE>
HOST AMERICA CORPORATION
Two Broadway
Hamden, CT 06518-2697
(203) 248-4100
----------------------
PROXY STATEMENT
----------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 23, 1999
GENERAL INFORMATION
-------------------
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Host America Corporation, a Colorado corporation (the
"Company"), for use at the Company's Annual Meeting of Shareholders to be
held at 310 West Shepard Street, Hamden, Connecticut 06514, on November 23,
1999, at 10:00 a.m., Eastern Time, and at any adjournment thereof. It is
anticipated that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's shareholders on or about October 26, 1999.
Any person signing and returning the enclosed Proxy may revoke it at
any time before it is voted by giving written notice of such revocation to
the Company, or by voting in person at the Meeting. The expense of
soliciting proxies, including the cost of preparing, assembling and mailing
this proxy material to shareholders, will be borne by the Company. It is
anticipated that solicitations of proxies for the Meeting will be made only
by use of the mails; however, the Company may use the services of its
Directors, Officers and employees to solicit proxies personally or by
telephone, without additional salary or compensation to them. Brokerage
houses, custodians, nominees and fiduciaries will be requested to forward
the proxy soliciting materials to the beneficial owners of the Company's
shares held of record by such persons, and the Company will reimburse such
persons for their reasonable out-of-pocket expenses incurred by them in
that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
The Company's Annual Report to Shareholders for the Company's fiscal
year ended June 25, 1999, is being simultaneously mailed to the Company's
shareholders, but does not constitute part of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
------------------------------------
All voting rights are vested exclusively in the holders of the
Company's $.001 par value Common Stock and the voting Series A Preferred
Stock, with each share entitled to one vote. Only shareholders of record
at the close of business on October 25, 1999, are entitled to notice of and
to vote at the Meeting or any adjournment thereof. On October 25, 1999,
the Company had 1,130,000
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<PAGE>
shares of its $.001 par value Common Stock outstanding and 700,000 Series
A Preferred Stock, each share of which is entitled to one vote on all
matters to be voted upon at the Meeting, including the election of
Directors. Cumulative voting in the election of Directors is not permitted.
A majority of the Company's outstanding Common Stock and Series A
Preferred Stock represented in person or by proxy shall constitute a quorum
at the Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
The following table sets forth the number and percentage of shares of
the Company's $.001 par value Common Stock owned beneficially, as of
October 25, 1999, by any person who is known to the Company to be the
beneficial owner of 5% or more of such Common Stock and Series A Preferred
Stock and, in addition, by each Director of the Company and its
subsidiaries and by all Directors and Officers of the Company and its
subsidiaries as a group. Information as to beneficial ownership is based
upon statements furnished to the Company by such persons.
<TABLE>
<CAPTION>
Beneficial Ownership
Beneficial Ownership Beneficial Ownership Based on 1,830,000
Voting Common(1)(2) Voting Preferred(2) Voting Shares(3)
------------------- ------------------- ----------------
Name and Address Shares Percent Shares Percent Shares Percent
------ ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Geoffrey W. and 59,000 (4) 5.2% 225,000 (3) 32.1% 284,000 15.5%
Debra Ramsey
2 Broadway
Hamden, CT 06518-2697
David J. Murphy 54,200 (5) 4.8% 225,000 (5) 32.1% 279,200 15.3%
2 Broadway
Hamden, CT 06518-2697
Anne L. Ramsey 11,600 (6) 1.0% 0 * 11,600 *
2 Broadway
Hamden, CT 06518-2697
Thomas P. and Irene 22,000 (7) 1.9% 100,000 (6) 14.3% 122,000 6.7%
Eagan
11 Woodhouse Avenue
Northford, CT 06472
Patrick J. Healy 5,100 (8) * 0 * 5,100 *
2 Broadway
Hamden, CT 06518-2697
John D'Antona 5,000 (9) * 0 * 5,000 *
2 Broadway
Hamden, CT 06518-2697
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All Executive Officers
and Directors as a
group (6 persons) 156,400 13.8% 550,000 78.6% 706,400 38.6%
</TABLE>
_______________________
* Less than 1%
(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting
and investment power with respect to all such shares. Under Rule
13d-3(d), shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage
owned by such person, but are not deemed outstanding for the purpose
of calculating the number and percentage owned by each other person listed.
(2) Calculated on the basis that a total of 1,130,000 shares of Common
Stock are issued and outstanding and 700,000 shares of voting Series
A Preferred are outstanding.
(3) There are 1,130,000 shares of voting Common Stock and 700,000 shares
of voting Series A Preferred for a total of 1,830,000 shares eligible
to vote any matter to come before the meeting.
(4) Mr. Ramsey is the beneficial owner of options to purchase 35,000
shares of Common Stock and of 225,000 shares of Series A Preferred
which has full voting rights and converts after a five (5) year period
to 225,000 shares of Common Stock. Additional shares of Common Stock
may be issued earlier if certain performance goals are achieved.
(5) Mr. Murphy is the beneficial owner of options to purchase 3,500 shares
of Common Stock and of 225,000 shares of Series A Preferred which has
full voting rights and converts after a five (5) year period to
225,000 shares of Common Stock. Additional shares of Common Stock may
be issued earlier if certain performance goals are achieved.
(6) Ms. Ramsey is the beneficial owner of options to purchase 11,000
shares of Common Stock.
(7) Mr. Eagan is the beneficial owner of options to purchase 11,000 shares
of Common Stock and of 100,000 shares of Series A Preferred which has
full voting rights and converts after a five (5) year period to
100,000 shares of Common Stock. Additional shares of Common Stock may
be issued earlier if certain performance goals are achieved.
(8) Mr. Healy is the beneficial owner of options to purchase 5,000 shares
of Common Stock.
(9) Mr. D'Antona is the beneficial owner of options to purchase 5,000
shares of Common Stock.
Additional shares of Common Stock may be issued earlier to Messrs.
Ramsey, Murphy and Eagan if certain performance goals are achieved.
There is no arrangement or understanding 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 in control
of the Company.
ELECTION OF DIRECTORS
---------------------
(ITEM 1 ON THE PROXY)
The Bylaws presently provide for a Board of Directors of not less than
three (3) and nor more than eleven (11) members. The Board of Directors
hold office for a period of one (1) year or until their successors are
elected and qualified. The current Directors, Geoffrey W. Ramsey, David J.
Murphy, Anne L. Ramsey, Thomas P. Eagan, Jr., Patrick J. Healy and John
D'Antona have been nominated as Directors for a one (1) year term,
commencing in November, 1998.
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The Company's Board of Directors recommends election of the six (6)
nominees listed below to hold office until the next Annual Meeting of
Shareholders in 2000 and until their successors are elected and qualified
or until their earlier death, resignation or removal. The person named as
"proxies" in the enclosed form of Proxy, who have been designated by
Management, intend to vote for the six (6) nominees for Director unless
otherwise instructed in such proxy. If at the time of the Meeting, if any
of the nominees named below should be unable to serve, which event is not
expected to occur, the discretionary authority provided in the Proxy will
be exercised to vote for such substitute nominees, if any, as shall be
designated by the Board of Directors.
The following table sets forth the name and age of the nominees for
Director, indicating all positions and offices with the Company presently
held, the period during which they have served as such, and the term for
which they have been nominated:
NOMINEES - TERM EXPIRING AT THE
ANNUAL SHAREHOLDERS MEETING IN 1999
Name Age Position Tenure as Officer or Director
- ---- --- -------- -----------------------------
Geoffrey W. Ramsey 49 President, Treasurer March, 1986 to present
and a Director
David J. Murphy 42 Executive Vice President March, 1986 to present
and a Director
Anne L. Ramsey 52 Secretary and a Director March, 1986 to present
Thomas P. Eagan, Jr. 55 Director March, 1986 to present
Patrick J. Healy 49 Director February, 1998 to present
John D'Antona 50 Director February, 1998 to present
_____________________
The Company's Board of Directors held three (3) meetings during the
fiscal year ended June 25, 1999, and each Director attended all of the
meetings held.
Mr. Robert C. Vaughan resigned as a Director of the Company in March 1999.
There is no family relationship between any Director or nominee for
Director of the Company and any other Director, nominee or Executive
Officer of the Company except Geoffrey W. Ramsey and Anne L. Ramsey are
brother and sister.
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<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
-----------------------------------------------
Set forth below are the names of all Nominees for Directors and
Executive Officers of the Company, all positions and offices held by each
such person, the period during which they have served as such, and the
principal occupations and employment of such persons during the last five years:
GEOFFREY W. RAMSEY, the Company's co-founder, has been the President,
Treasurer and a Director of the Company since March, 1986. Mr. Ramsey has
more than 25 years experience in the food service industry. Currently, he
is responsible for the day-to-day management of all marketing and sales
activities for the Company. He has developed a comprehensive sales program
for manual dining operations, vending and other ancillary services. Prior
to 1986, Mr. Ramsey operated a number of diverse food service operations.
These included the University of New Haven, Southern Connecticut State
University, Choate School and others. Mr. Ramsey was Personnel and
Training Specialist for ARA Services and has a B.S. degree from the
University of New Haven and a A.A.S. degree from the Culinary Institute of
America.
DAVID J. MURPHY, a co-founder of the Company, has been Executive Vice
President and a Director of the Company since March, 1986. Mr. Murphy has
more than 20 years experience in the industry. Prior to 1986, Mr. Murphy
served as the Food Service Director of Greater Hartford Community College,
Hartford, Connecticut. From 1984 to 1986 he was the Operations Manager for
Campus Dining at the University of New Haven and served as Adjunct
Professor in the Hotel, Restaurant and Tourism School. From 1983 to 1984
he was involved in operations at Hamilton College, Clinton, New York and
Fairleigh Dickinson University, Madison, New Jersey. Mr. Murphy received
his B.S. degree in International Business from Quinnipiac College, Hamden,
Connecticut, and a certificate in Exporting Marketing from the same
college. He has also completed post graduate courses in business. Mr.
Murphy is a member of the National Restaurant Association and the National
Association of College and University Food Services and is listed in
1986-1987 Directory of Hospitality Educators.
ANNE L. RAMSEY has been the Secretary and a Director of the Company
since March, 1986. Along with her duties as Corporate Secretary, Ms.
Ramsey serves as a District Supervisor and is responsible for ten Host
America facilities in Connecticut. Prior to 1986, she was Vice President
of Operations for Comstock Leasing, Inc. in San Mateo, California from 1984
to 1985. From 1980 to 1984, she was Operations Manager for Comstock Leasing.
THOMAS P. EAGAN, JR. has been a Director of the Company since
November, 1988. He has been employed as a sales representative with
Eastern Bag & Paper Co., Inc., Bridgeport, Connecticut since May, 1979.
From February, 1972 to May 1979, Mr. Eagan owned and operated Purifier
Systems, Inc., Hamden, Connecticut, a wholesale paper distributor. From
January 1972 to February, 1973, Mr. Eagan was Regional Manager for Piedmont
Capital Corp., a mutual fund life insurance underwriter located in
Woodbridge, Connecticut. In this capacity, Mr. Eagan supervised Piedmont's
Financial Planners and District Managers in southern Connecticut. Mr.
Eagan studied Business Administration at Quinnipiac College, Hamden,
Connecticut.
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<PAGE>
PATRICK J. HEALY Ph.D has been a Board Member of the Company since
February of 1998. He is the Vice President for Finance and Administration
for Quinnipiac College and has held this position for the past 10 years.
Mr. Healy is a Certified Management Accountant and holds a Bachelor of
Science Degree in Accounting, a Master Degree in Business Administration,
Institute for Educational Management from Harvard University and a Ph.D. in
Educational leadership Higher Education Administration from the University
of Connecticut. Mr. Healy is also a board member for the Leukemia Society
of America, Central Connecticut Chapter of the Leukemia Society of America
and The Children's Corner.
JOHN D'ANTONA has served as a Director of the Company from February
1998 to present. Mr. D'Antona has 25 years experience in a variety of food
service marketing and sales positions with Tetley USA, a national food
service supplier. As Northeast Area Manager, he has distribution of coffee
and tea responsibility for the New England area of the United States.
The Officers of the Company are elected by the respective Board of
Directors at the first meeting after each annual meeting of shareholders
and hold office until the next annual meeting of directors or their earlier
resignation or removal.
The date of the next annual meeting of the Company will be determined
by the Company's Board of Directors in accordance with Delaware law.
No Director holds a directorship in any company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934 or subject to the requirements of Section 15(d) of such Act or any
company registered as an investment company under the Investment Company
Act of 1940.
COMPLIANCE WITH SECURITIES EXCHANGE ACT REPORTING REQUIREMENTS
--------------------------------------------------------------
To the Company's knowledge, during the fiscal year ended June 25,
1999, the Company's Officers and Directors complied with all applicable
Section 16(a) filing requirements. This statement is based solely on a
review of the copies of such reports furnished to the Company by its
Officers and Directors and their written representations that such reports
accurately reflect all reportable transactions.
THE BOARD OF DIRECTORS AND ITS STANDING COMMITTEES
--------------------------------------------------
The Company's Board of Directors has the responsibility to review the
overall operations of the Company. The Board members are kept informed of
the Company's results of operations and proposed plans and business
objectives through periodic reports sent to them by the Company's
management or presented at Board and Committee meetings. The Board met
three (3) times last year, once each quarter. All members of the Board of
Directors were present at all of these meetings.
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<PAGE>
DIRECTORS' COMPENSATION
Members of the Company's Board of Directors are compensated in their
capacities as Directors at the rate of $500 for each regularly scheduled
meeting. However, the Company reimburses all of its Officers, Directors
and employees for accountable expenses incurred on behalf of the Company.
BOARD COMMITTEES
The Board of Directors has two (2) principal standing committees.
The AUDIT COMMITTEE is presently composed of David J. Murphy and
Patrick J. Healy. The Committee recommends to the Board the firm to be
employed as the Company's independent auditors and consults with and
reviews the reports of the Company's independent auditors and the Company's
internal financial staff.
The COMPENSATION COMMITTEE is presently composed of Geoffrey W.
Ramsey, Thomas P. Eagan and John D'Antona. The Compensation Committee
assists the Board in establishing compensation for the Company's Officer's
and key employees as described below.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
-------------------------------------------------
MANAGEMENT COMPENSATION
-----------------------
The Compensation Committee of the Board of Directors (the "Committee")
evaluates and approves the overall policies which govern the annual base
salaries of the Company's President and Chief Executive Officer ("CEO") and
other Executive Officers.
The Committee reviews and evaluates the Company's corporate
performance and executive management compensation once each year. In
making its evaluations, the Committee considers a large number of factors
including those set forth under "Compensation Policies" herein, together
with other matters such as the inflation rate, and the Company's past
performance, generally over consecutive three year time frames.
COMPENSATION POLICIES
The Company's compensation policies, particularly as they apply to its
Executive Officers, including Mr. Geoffrey Ramsey, the President and CEO
and Mr. David Murphy, Vice President, are designed to achieve the following
major objectives:
1. To set base annual salaries (base income) for key Executive Officers
which are deemed reasonably competitive in the context of American
industry generally, and the food service industry specifically.
Business size, level of responsibility, complexity of operations, and
long term performance and prospects are among the factors considered.
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<PAGE>
2. The Committee considers a variety of intangible and other factors such
as each person's likely future contribution to the Company's
successful growth, the current state and prospects of the industry and
the Company's long-term goals and strategies which might from time to
time require temporary investment in personnel resources in the
absence of immediate positive results. Further, the Committee
considers the compensation and benefits previously paid to its
Executive Officers.
EXECUTIVE COMPENSATION
----------------------
<TABLE>
<CAPTION>
===========================================================================================================
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------
(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 Award(s) SARs outs sation
Position Year (1) ($) ($) ($)(2) ($) (#) ($) ($)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Geoffrey W. Ramsey 1999 $105,000 $ -0- $ -0- 0 30,000 0 $ 8,227(2)
President and CEO 1998 $ 85,000 $ -0- $ -0- 0 5,000 0 $ 6,500(2)
1997 $ 65,000 $ -0- $ -0- 0 0 0 $ 6,344(2)
David J. Murphy 1999 $100,000 $ -0- $ -0- 0 30,000 0 $ 6,000(2)
Vice President 1998 $ 77,750 $ -0- $ -0- 0 5,000 0 $ 6,000(2)
1997 $ 55,235 $ -0- $ -0- 0 0 0 $ 6,000(2)
===========================================================================================================
</TABLE>
(1) Periods presented are for the fiscal years ended June 25, 1999, June
28, 1998 and June 29, 1997.
(2) The Company pays Messrs. Ramsey's and Murphy's life insurance policy
and car allowance valued at approximately $6,500 per year. Under Mr.
Ramsey's and Mr. Murphy's employment agreements, they are also
entitled to health and disability insurance.
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<PAGE>
STOCK OPTIONS
OPTIONS GRANTED
The following table sets forth the options that have been granted to
Geoffrey W. Ramsey, the Chief Executive Officer ("CEO") and President,
listed in the Summary Compensation Table as of June 25, 1999
Option/SAR Grants
-----------------
Individual Grants
===========================================================================
(a) (b) (c) (d) (e)
% of Total
Options/ Options/SARs Exercise
SARs Granted to or Base
Granted Employees Price Expiration
Name (#) in Fiscal year ($/Share) Date
- ---------------------------------------------------------------------------
Geoffrey W. Ramsey 30,000 33% $2.25 7/01/09
David J. Murphy 30,000 33% $2.25 7/01/09
===========================================================================
In September 1997, the Company granted options to purchase 1,000
shares of Common Stock to two Directors, Mr. Thomas P. Eagan, Jr. and Anne
L. Ramsey, respectively. Also in September 1997, the Company issued
options to purchase 5,000 shares of Common Stock to Geoffrey W. Ramsey and
David J. Murphy, Officers and Directors. The stock options are exercisable
over a period of ten (10) years at an exercise price of $5.00 per share.
The options are subject to certain adjustment provisions in the event of
any stock dividends, reverse splits and/or reclassifications of the Common
Stock.
In July 1999, the Company granted to its Officers and Directors
options to purchase 90,000 shares of Common Stock to its Directors.
Specifically, the Board of Directors granted Mr. Ramsey 30,000 options, Mr.
Murphy 30,000 options, Ms. Ramsey 10,000 options, Mr. Eagan 10,000 options,
Mr. Healy 5,000 options and Mr. D'Antona 5,000 options.
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OPTIONS EXERCISED
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values(1)
===========================================================================
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-END(#) at FY-END($)
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
- ---------------------------------------------------------------------------
Geoffrey W. Ramsey 0 0 35,000/0 $0
David J. Murphy 0 0 35,000/0 $0
===========================================================================
1) At the fiscal year end, there was no trading market for the Company's
Common Stock and the value of the options was accordingly nominal as
of June 25, 1999.
The Board of Directors has adopted a policy not to issue any future
options at less than eighty-five percent (85%) of the then current market
price of the Company's Common Stock on the date of the grant.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
---------------------------------------
On March 1, 1998, the Board of Directors authorized the issuance of
700,000 shares of Series A Preferred shares to Geoffrey W. Ramsey
(225,000), David J. Murphy (225,000), Thomas P. Eagan, Jr. (100,000) and a
former director, Robert C. Vaughan (150,000). The shares were issued to
create performance goals for management and/or their continued employment
over the next five (5) years.
The Board of Directors has adopted a policy that all future material
affiliated transactions and/or loans will be made on terms that are no less
favorable to the Company than those that can be obtained from unaffiliated
third parties. Also, all future material affiliated transactions and/or
loans, and any forgiveness of loans, must be approved by a majority of the
Company's independent Directors who do not have an interest in the
transaction and who had access, at the Company's expense, to the Company's
or independent legal counsel.
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OTHER BUSINESS
--------------
As of the date of this Proxy Statement, management of the Company was
not aware of any other matter to be presented at the Meeting other than as
set forth herein. However, if any other matters are properly brought
before the Meeting, the shares represented by valid proxies will be voted
with respect to such matters in accordance with the judgement of the
persons voting them. A majority vote of the shares outstanding is
necessary to approve any such matters.
ANNUAL REPORT
-------------
The Company's Annual Report for the year ended June 25, 1999,
accompanies this Proxy Statement. The Annual Report is not incorporated
into this Proxy Statement and is not to be considered part of the
solicitation material.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD IN NOVEMBER, 2000
----------------------------------------------------
Any proposal by a shareholder intended to be presented at the
Company's Annual Meeting of Shareholders which is expected to be held in
November, 2000, must be received at the offices of the Company, Two
Broadway, Hamden, Connecticut, 06518, no later than June 30, 2000, in order
to be included in the Company's proxy statement and proxy relating to that
meeting.
GEOFFREY W. RAMSEY, PRESIDENT
Hamden, Connecticut
October 26, 1999
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PROXY PROXY
- ----- -----
HOST AMERICA CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD
NOVEMBER 23, 1999
The undersigned hereby constitutes and appoints Geoffrey W. Ramsey and
David J. Murphy, and each of them, the true and lawful attorneys and
proxies of the undersigned, with full power of substitution and
appointment, for and in the name, place and stead of the undersigned, to
act for and vote all of the undersigned's shares of the $.001 par value
Common Stock of Host America Corporation, a Colorado corporation at the
Annual Meeting of Shareholders to be held at 310 West Shepard Street,
Hamden, Connecticut at 10:00 a.m. Eastern Time, on November 23, 1999, and
any and all adjournments thereof, for the following purposes:
1. The election of six (6) Directors of the Company:
/ / FOR the nominees listed below (except as marked to the contrary):
/ / WITHHOLD AUTHORITY to vote for the nominees listed below:
Nominees
One Year Term
-------------
Geoffrey W. Ramsey
David J. Murphy
Anne L. Ramsey
Thomas P. Eagan, Jr.
Patrick J. Healy
John D'Antona
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR THE INDIVIDUAL
NOMINEE, CROSS OUT THE NOMINEE'S NAME ABOVE.)
2. To transact such other business as properly may come before the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ABOVE.
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<PAGE>
The undersigned hereby revokes any proxies as to said shares and heretofore
given by the undersigned, and ratifies and confirms all that said attorneys
and proxies may lawfully do by virtue hereof.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE
WITH THE SHAREHOLDER'S SPECIFICATION ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT
THE TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt
of the Notice of Annual Meeting of
Shareholders, Proxy Statement and Annual
Report to Shareholders furnished therewith.
Dated: ______________________, 1999
_____________________________________
_____________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s)
hereon. Executors, administrators,
trustees, guardians and attorneys should
indicate when signing. Attorneys should
submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HOST AMERICA
CORPORATION. PLEASE SIGN AND RETURN THIS PROXY TO HOST AMERICA
CORPORATION, TWO BROADWAY, HAMDEN, CONNECTICUT 06518. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
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