SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
S.O.I. INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14(a)-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount of which the filing fee is calculated and state
how it was determined.
[ ] 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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S.O.I. INDUSTRIES, INC.
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KEVIN B. HALTER and KEVIN B. HALTER, JR.
and each of them as proxies with power of substitution to vote all shares of
S.O.I. Industries, Inc. (the "Company") which the undersigned is entitled to
vote at an Annual Meeting of Stockholders on December 10, 1996, at the Company's
offices at 16910 Dallas Parkway, Suite 100, Dallas, Texas at 10:00 a.m., or any
adjournment thereof, with all the powers the undersigned would have if
personally present as specified, respecting the following matters described in
the accompanying Proxy Statement and, in their discretion, on other matters
which come before the meeting.
1. To elect four directors to hold office until the next annual
election of directors by stockholders or until their respective successors have
been duly elected and qualified.
A. [ ] FOR the nominees listed below
B. [ ] WITHHOLD AUTHORITY to vote for all nominees listed below
C. [ ] FOR ALL NOMINEES EXCEPT:
Instructions: To withhold authority to vote for (an) any individual(s),
choose C and write in the name of the nominee(s) on this line
_______________________________________________________.
Nominees: Kevin B. Halter, Kevin B. Halter, Jr., Don R. Benton and James Smith
2. To ratify the appointment of S.W. Hatfield + Associates as
independent auditors to examine the accounts of the Company for the fiscal year
ending June 30, 1997.
FOR [_] AGAINST [_] ABSTAIN [_]
3. To approve a proposal for a name change of the Company from "S.O.I.
Industries, Inc." to "Millennia, Inc.".
FOR [_] AGAINST [_] ABSTAIN [_]
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
This proxy will be voted in accordance with stockholder specifications.
Unless directed to the contrary, this proxy will be voted FOR Items 1,2 and 3. A
majority (or if only one, then that one) of the proxies or substitutes acting at
the meeting may exercise the powers conferred herein. Receipt of accompanying
Notice of Meeting and Proxy Statement is hereby acknowledged.
Date: November ___, 1996 _________________________________
(Signature)
---------------------------------
---------------------------------
(Please print your name)
(Please sign name as fully and exactly as it appears opposite. When signing in a
fiduciary or representative capacity, please give full title as such. When more
than one owner, each owner should sign. Proxies executed by a corporation should
be signed in full corporate name by duly authorized officer.)
PLEASE MARK, SIGN, DATE AND MAIL TO THE COMPANY AT THE ADDRESS STATED ABOVE.
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S.O.I. INDUSTRIES, INC.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
The Annual Meeting of Stockholders of S.O.I. Industries, Inc. (the
"Company") will be held at the Company's offices at 16910 Dallas Parkway, Suite
100, Dallas, Texas 75248, on December 10, 1996 at 10:00 a.m., local time, for
the following purposes:
1. To elect four directors to hold office until the next annual election of
directors by stockholders or until their respective successors have been duly
elected and qualified;
2. To ratify the appointment of independent auditors to examine the
accounts of the Company for the fiscal year ended June 30, 1997;
3. To approve a proposal for a name change of the Company from "S.O.I.
Industries, Inc." to "Millennia, Inc.".
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on November 11, 1996
are entitled to notice of and to vote at this Annual Meeting of Stockholders or
any adjournment thereof. The stock transfer books of the Company will remain
open.
We hope that you attend the Annual Meeting in person, but in any event
you are urged to mark, date, sign and return your proxy in the enclosed
self-addressed envelope as soon as possible so that your shares may be voted in
accordance with your wishes. Any proxy given by a stockholder may be revoked by
that stockholder at any time prior to the voting of the proxy.
By Order of the Board of Directors,
Kevin B. Halter, Jr.
Secretary
Dallas, Texas
November __, 1996
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF
THE PROPOSALS DESCRIBED HEREIN. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY.
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S.O.I. INDUSTRIES, INC.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 10, 1996
This proxy statement and the accompanying form of proxy are being
furnished to the stockholders of S.O.I. Industries, Inc. (the "Company") on or
about November 19, 1996 in connection with the solicitation of proxies by the
Board of Directors of the Company for use at the Annual Meeting of Stockholders
(the "Annual Meeting") to be held on December 10, 1996 at 10:00 a.m., local
time, at the Company's offices at 16910 Dallas Parkway, Suite 100, Dallas, Texas
75248, and any adjournment thereof.
The matters to be considered and acted upon at the Annual Meeting are
described in the foregoing notice of the Annual Meeting and this Proxy
Statement. This Proxy Statement and the related form of proxy are being mailed
on or about November 19, 1996 to all stockholders of record on November 11,
1996. Shares of the Company's common stock, par value $.000025 (the "Common
Stock"), represented by proxies will be voted as described in this Proxy
Statement or as otherwise specified by a stockholder. As to the election of
directors, a stockholder may, by checking the appropriate box on the proxy: (i)
vote for all director nominees as a group; (ii) withhold authority to vote for
all director nominees as a group; or (iii) vote for all director nominees as a
group except those nominees identified by the stockholder in the appropriate
area. See "Proposal One: Election of Directors" below. With respect to the other
proposal, a stockholder may, by checking the appropriate box on the proxy: (i)
vote "FOR" the proposal; (ii) vote "AGAINST" the proposal; or (iii) "ABSTAIN"
from voting on the proposal.
THE PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS OF THE COMPANY
BENEFICIALLY OWN APPROXIMATELY 45% OF THE ISSUED AND OUTSTANDING COMMON STOCK
AND HAVE ADVISED THE COMPANY OF THEIR INTENTION TO VOTE SUCH SHARES IN FAVOR OF
PROPOSALS ONE, TWO AND THREE.
Any stockholder who executes and delivers a proxy may revoke it at any
time prior to its use by (i) giving written notice of revocation to the
Secretary of the Company; (ii) executing and delivering a proxy bearing a later
date; or (iii) appearing at the Annual Meeting and voting in person.
The Company will bear the expense of preparing, printing, and mailing
the proxy solicitation material and the form of proxy. Brokerage houses,
nominees, custodians and fiduciaries will be requested to forward material to
beneficial owners of stock held of record by them, and the Company will
reimburse such persons for their reasonable expenses in doing so. In addition,
directors, officers and employees of the Company and its subsidiaries may
solicit proxies by telephone, telegram or in person.
If the proxy in the accompanying form is properly executed and not
revoked, the shares represented by the proxy will be voted in accordance with
the instructions thereon. If no instructions are given on the matters to be
acted upon, the shares represented by the proxy will be voted: (i) for the
election of directors nominated herein; (ii) for the ratification of the
appointment of independent auditors named herein; (iii) for the name change of
the Company and (iv) in the discretion of the proxyholders on any business as
may properly come before the meeting or any adjournment thereof.
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF THE
PROPOSALS DESCRIBED HEREIN.
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VOTING RIGHTS
Only holders of record of outstanding shares of Common Stock of the
Company at the close of business on November 11, 1996 are entitled to one vote
for each share held on all matters coming before the Annual Meeting. There were
approximately 2,152,949 shares of Common Stock outstanding and entitled to vote
on September 15 , 1996.
METHOD OF VOTING
To be elected, each director must receive the affirmative vote of the
holders of a plurality of the issued and outstanding shares of Common Stock
represented in person or by proxy at the Annual Meeting. Approval of Proposal
Two will require the affirmative vote of the holders of the majority of the
shares of Common Stock entitled to vote and represented at the Annual Meeting in
person or by proxy. Abstentions will have the effect of a vote against the
proposal. Non-votes (as defined below) will have no effect on the voting of any
of the proposals. A "non-vote" occurs when a nominee holding shares for a
beneficial owner has voted on certain matters at the Annual Meeting pursuant to
discretionary authority or instructions from the beneficial owner but may not
have received instructions or exercised discretionary voting power with respect
to other matters.
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of September 15,
1996 with regard to the beneficial ownership of the Common Stock by (i) each
person known to the Company to be the beneficial owner of 5% or more of its
outstanding Common Stock, (ii) by the officers, directors and key employees of
the Company individually and (iii) by the officers and directors as a group.
Number of Shares
Beneficially Owned Percent
Halter Capital Corporation 209,940 10%
16910 Dallas Parkway #100
Dallas, Texas 75248
Digital Communications 400,927(1) 19%
Technology Corporation
3941 SW 47th Avenue
Ft. Lauderdale, FL 33314
Kevin B. Halter 338,109(2) 16%
Kevin B. Halter, Jr. 209,940(2) 10%
James Smith 800 *
Don R. Benton ---- (3) -----
Tim C. Hafer ---- -----
All directors and officers as a 338,909 16%
group (5 persons)
(1) The Company owns approximately 17% of the issued and outstanding common
stock of DCT.
(2) Kevin B. Halter and Kevin B. Halter Jr. serve as directors and officers
of HCC and as a result may each be deemed to be the beneficial owner of the
209,940 shares of Common Stock beneficially owned by HCC. However, pursuant to
Rule 16a-3 promulgated under the Exchange Act, they expressly disclaim that they
are the beneficial owner, for purposes of Section 16 of the Exchange Act, of any
such stock, other than those shares in which they have an economic interest.
(3) Does not include 2,000 shares held by Dr. Benton's wife, as to which
beneficial ownership is disclaimed.
* less than 1%
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PROPOSAL ONE: ELECTION OF DIRECTORS
Each of the persons set forth below (see "Directors and Executive
Officers -- Nominees for Election as Directors") has been nominated for election
to the Board of Directors, to serve for a term of one year until the next Annual
Meeting of Stockholders or until his or her successor is elected and qualified.
The shares represented by proxies will be voted as specified by the stockholder.
If a stockholder does not specify his or her choice, the shares will be voted in
favor of the election of the nominees listed on the proxy except that, in the
event any nominee should not continue to be available for election, such proxies
will be voted for the election of such other person as the Board of Directors
may recommend. The Company does not presently contemplate that any of the
nominees will become unavailable for election for any reason.
DIRECTORS AND EXECUTIVE OFFICERS
Nominees for Election as Directors
The following sets forth certain information regarding the nominees for
election to the Company's Board of Directors and the Company's executive
officers:
Name Age Position
Kevin B. Halter 61 President, Chief Executive Officer
Chairman of the Board
Kevin B. Halter, Jr. 36 Vice President, Secretary and Director
James Smith 59 Director
Don R. Benton 65 Director
Set forth below is a description of the backgrounds of the executive
officers and directors of the Company.
Kevin B. Halter has served as President, Chief Executive Officer and
Chairman of the Board of the Company since June 28, 1994. Mr. Halter also served
as Vice Chairman of the Board of the Company from January 1994 to June 28, 1994.
Mr. Halter has served as Chairman of the Board of Digital Communications
Technology Corporation ("DCT") since June 28, 1994 and as Vice Chairman of the
Board of DCT from February 1994 to June 1994. Mr. Halter also served as Chief
Executive Officer of DCT from June 1994 to May 1996. Mr. Halter served as
Chairman of the Board of Directors of American Quality Manufacturing Corporation
("AQM") until September 1996. In addition, Mr. Halter has served as Chairman of
the Board and Chief Executive Officer of Halter Capital Corporation ("HCC"), a
privately-held investment and consulting company, since 1987, and as its
President since June 1995. From 1987 until October 1992, Mr. Halter was a
director and officer of Halter Venture Corporation, a publicly-held company then
based in Dallas, Texas. Mr. Halter is the father of Kevin B.
Halter, Jr.
Kevin B. Halter, Jr. has served as Vice President, Secretary and director
of the Company and DCT since January 1994. Mr. Halter has also served as
Secretary and director of AQM from February 1994 to September 1996. He is also
the President of Securities Transfer Corporation, a registered stock transfer
company, a position he has held since 1987. Mr. Halter is also Vice President
and Secretary of HCC. Kevin B. Halter, Jr. is the son of Kevin B. Halter.
James Smith has served as a director of the Company since March 1995. Mr.
Smith has served as President of Pension Analysis Bureau, Inc., a consulting
firm specializing in the administration of company
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retirement and profit sharing plans, since 1993. Mr. Smith also served as Vice
President of Pension Analysis Bureau, Inc. from 1988 to 1992.
Don R. Benton is President of the Dallas, Texas based The Kindness
Foundation, and also serves or has served on the Board of Directors of Tide
Petroleum Products, Lincoln Liberty Life Insurance Company, American Diversified
Industries, Fagin Resources and Arrowhead Rand Corporation.
Tim C. Hafer, age 34, has served as Vice President and Chief Financial
Officer of the Company since January 4, 1996. Mr. Hafer served as the Company's
Vice-President of Finance from February 1, 1994 through January 3, 1996 and was
responsible for financial reporting for the Company. In addition, since March of
1993, Mr. Hafer serves as the Chief Financial Officer of Halter Capital
Corporation, a privately-held consulting company. Prior to his work at Halter
Capital Corporation, Mr. Hafer was a general practice manager with Coopers &
Lybrand L.L.P. in Dallas, Texas from August 1985 to March 1993, responsible for
the audits of several public and private companies. Mr. Hafer holds a M.S. and
B.S. in accounting from the University of North Texas and is a licensed CPA.
All directors of the Company hold office until the next annual meeting of
stockholders or until their successors have been elected and qualified.
Executive officers are elected by the Company's board of directors to hold
office until their respective successors are elected and qualified.
The full Board of Directors met or unanimously voted on resolutions 10
times during fiscal year 1996. Each of the directors attended or acted upon at
least seventy-five percent of the aggregate number of Board of Director
meetings, consents, and Board of Director Committee meetings or consents held or
acted upon during fiscal year 1996.
The Company's Bylaws provide that directors may be paid their expenses, if
any, and may be paid a fixed sum for attendance of each Board of Directors
meeting.
Special Committees and Attendance at Meetings
The Board of Directors has two committees, an Audit Committee and a
Compensation Committee, each composed of at least two independent directors. The
Audit Committee, composed of Kevin B. Halter, Don R. Benton and James Smith,
recommends the annual appointment of the Company's auditors, with whom the Audit
Committee will review the scope of audit and non-audit assignments and related
fees, accounting principals used by the Company in financial reporting, internal
auditing procedures and the adequacy of the Company's internal control
procedures. The Compensation Committee, composed of Kevin B. Halter, Don R.
Benton and James Smith, will make recommendations to the Board of Directors
regarding compensation for the Company's executive officers. During fiscal year
1996, there was one meeting of the Audit Committee and one meeting of the
Compensation Committee.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Based solely on the review of Form's 3, 4 and 5 and amendments thereto provided
to the Company pursuant to Rule 16a-3(e), the following individuals failed to
file on a timely basis reports required by Section 16(a) of the 1934 Act during
the period from the date that the Company's Common Stock was registered under
Section 12 of the Securities Exchange Act of 1934, as amended to June 30, 1996:
Kevin B. Halter - One delinquent filing of Form 4. Kevin B. Halter
failed to timely report the purchase of the Company's Common Stock.
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Kevin B. Halter, Jr. - One delinquent filing of Form 4. Kevin B. Halter,
Jr. failed to timely report the purchase of the Company's Common Stock.
Shareholder Derivative Lawsuit:
On March 4, 1996, Adrian Jacoby, allegedly on behalf of the Company,
brought a purported shareholder derivative lawsuit against the Company's Board
of Directors - Kevin B. Halter, Kevin B. Halter, Jr., Gary C. Evans and James
Smith - Halter Capital Corporation and Securities Transfer Corporation. In
addition, the Company has been joined as a "nominal defendant." In the lawsuit,
the Plaintiff has alleged breaches of fiduciary duty, fraud, and violations of
state securities laws. The Plaintiff seeks unspecified actual and exemplary
damages, a constructive trust against the assets of the Defendants and an
accounting of the affairs of the Defendants with respect to their dealings with
the Company. In addition, the Plaintiff has requested a temporary injunction and
the appointment of a receiver for the Company. The Plaintiff has brought this
lawsuit allegedly to vindicate the wrongs that the Plaintiff claim were done to
the Company by the individual defendants and their affiliated companies, and, if
any damages are ultimately awarded to the Plaintiffs, those damages will be
awarded on behalf of, and for the benefit of, the Company and all of its
shareholders. If he is successful, the Plaintiff may, however, recover certain
attorneys' fees and costs. The case is entitled Adrian S. Jacoby et al v. Kevin
B. Halter et al, cause no. 96-02169-G, and is pending in the 134th Judicial
District for the District Court of Dallas County, Texas. Even though the Company
is a nominal defendant in the lawsuit, the Plaintiff has not sought to recover
any damages against the Company. In this type of lawsuit, the Company is joined
as a procedural matter to make it a party to the lawsuit.
All of the Defendants have answered and denied the allegations
contained in the Plaintiff's Petition. A certain amount of discovery has been
conducted by both Plaintiff and Defendants. All of the Defendants deny all the
material allegations and claims in the Petition, dispute the Plaintiff's
contention that this is a proper shareholder derivative action, deny that the
Plaintiff has the right to pursue this lawsuit on behalf of the Company and are
vigorously defending the lawsuit. In addition, the Defendants have filed
Counterclaims against the Plaintiff and third party actions against Blake
Beckham, attorney at law, Beckham & Thomas, L.L.P., Sanford Whitman, the former
CFO of the Company seeking damages in excess of $50 million. In its
Counterclaim, the Company has asserted that the filing of this lawsuit and
Temporary Restraining Order which is no longer in effect, caused the Company
damages. However, the Company does not believe that the lawsuit will have any
further material impact on the operations or financial condition of the Company.
Davis Lawsuit:
On March 17, 1995, the Company announced that it had filed on behalf of
itself and its former AQM subsidiary, a lawsuit in the Chancery Court of
Faulkner County, Arkansas against DeWayne Davis, the former Chief Executive
Officer, Chief Financial Officer and director of AQM. In the lawsuit, the
companies charge Mr. Davis with fraud, self-dealing, misappropriation of company
assets, misappropriation of trade secrets, breach of fiduciary duty and other
causes of action for certain alleged acts committed as a director and officer of
AQM and the Company. One of the alleged acts involved the purchase of materials
and timber products from American Plywood Sales, Inc. ("APS"), a wholly-owned
subsidiary of Builders Warehouse Association, Inc. ("BWA"). (Mr. Davis
controlled BWA as a director and major shareholder.) The lawsuit alleges that
these purchases were at prices in excess of those that could have been obtained
by purchasing materials directly from the suppliers. Additionally, the lawsuit
seeks recovery of certain amounts deemed by the Company's management to be
unauthorized compensation and executive benefits.
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Mr. Davis has countersued AQM and the Company alleging incomplete
compensation during his tenure as an executive officer of AQM.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation paid
by the Company to its President and Vice President and Secretary for the fiscal
years ended June 30, 1996 and 1995. None of the Company's other executive
officers and directors received cash or non-cash compensation in excess of
$100,000 for the fiscal year ended June 30, 1996.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Long Term Compensation
-----------------------------------------
Annual Compensation Awards Payouts
-------------------------------------- --------------------------- -------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying All Other
Name and Principal Fiscal Compen- Stock Options/ LTIP Compen-
Position Year Salary ($) Bonus ($) sation ($) Awards ($) SARs(#) Payouts ($) sation ($)
- --------------------- ------- ----------- ------------ ------------- ------------- ------------- ------------- ------------
Kevin B. Halter 1996 $ 194,792 - - - - - -
President and 1995 $ 122,750 - - - - - -
Chairman * 1994 $ 26,000 - - - - - -
Kevin B. Halter, Jr. 1996 $ 164,500 - - - - - -
Vice President, 1995 $ 86,000 - - - - - -
Secretary and 1994 $ 15,000 - - - - - -
Director *
* The compensation for Kevin B. Halter and Kevin B. Halter, Jr. in 1994 was for a partial year.
</TABLE>
1988 Employee Stock Option Plan
On March 19, 1988, the Company's Board of Directors adopted the S.O.I.
Industries, Inc. 1988 Employee Stock Option Plan (the "Plan"). The Plan was
approved by a vote of the stockholders on July 3, 1989.
The administration of the Plan rests with the Compensation Committee
(the "Committee"). Subject to the express provisions of the Plan and the Board
of Directors, the Committee shall have complete authority in its discretion to
determine those employees to whom, and the price at which options shall be
granted, the option periods and the number of shares of Common Stock to be
subject to each option. The Committee shall also have the authority in its
discretion to prescribe the time or times at which the options may be exercised
and limitations upon the exercise of options (including limitations effective
upon the death or termination of employment of the optionee), and the
restrictions, if any, to be imposed upon the transferability of shares acquired
upon exercise of options. In making such determinations, the Committee may take
into account the nature of the services rendered by respective employees, their
present and potential contributions to the success of the Company or its
subsidiaries, and such other factors as the Committee in its discretion shall
deem relevant.
An option may be granted under the Plan only to an employee of the
Company or its subsidiaries. The Plan made available for option 250,000 shares
of the Company's Common Stock.
The term of each option granted under the Plan will be for such period
not exceeding five years as the Committee shall determine. Each option granted
under the Plan will be exercisable on such date or dates and during such period
and for such number of shares as shall be determined pursuant to the provisions
of the option agreement evidencing such option. Subject to the express
provisions of the Plan, the Committee shall have
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complete authority, in its discretion, to determine the extent, if any, and the
conditions under which an option may be exercised in the event of the death of
the optionee or in the event the optionee leaves the employ of the Company or
has his employment terminated by the Company. The purchase price for shares of
Common Stock under each option shall be determined by the Committee at the time
of the option's issuance and may be less than the fair market value of such
shares on the date on which the options are granted. The agreements evidencing
the grant of options may contain other terms and conditions, consistent with the
Plan, that the Committee may approve.
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the accounting firm
of S.W. Hatfield + Associates as independent auditors of the Company for its
fiscal year ended June 30, 1997, and is submitting such selection to the
Company's stockholders for their ratification. The Board of Directors recommends
that such appointment be approved by the stockholders. If the foregoing proposal
is not approved, or if S.W. Hatfield + Associates declines to act or otherwise
becomes incapable of performing, or if its appointment is otherwise
discontinued, the Board of Directors will appoint other independent accountants
whose appointment for any period subsequent to fiscal year 1996 will be subject
to approval by the stockholders at the 1997 Annual Meeting of Stockholders.
Representatives of S.W. Hatfield + Associates are expected to be present at the
annual meeting and such representatives will have an opportunity to make a
statement if they so desire. The representatives will also be expected to be
available to answer appropriate questions.
The Board of Directors recommends a vote FOR this proposal.
PROPOSAL THREE: COMPANY NAME CHANGE
The Board of Directors proposes to amend the Company's Certificate of
Incorporation to change its name from "S.O.I. Industries, Inc." to " Millennia,
Inc." Management believes that a new name will reflect the Company's change in
direction as we focus on new business opportunities.
The Board of Directors recommends a vote FOR this proposal.
PROPOSAL FOUR: OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated
above which are to be brought before the meeting. However, if any such other
matters should be presented for consideration and voting, it is the intention of
the persons named in the proxy to vote thereon in accordance with their
judgment.
ANNUAL REPORT
The Annual Report for the Company's fiscal year ended June 30, 1996,
including financial statements, are being furnished with this Proxy Statement to
stockholders of record as of November 11, 1996 and is incorporated herein by
reference.
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DATE OF RECEIPT OF PROPOSALS
Any stockholder who intends to present a proposal for consideration at
the Company's next Annual Meeting of Stockholders and wishes to have the
proposal included in the Company's Proxy Statement for that meeting must submit
the proposal to the Secretary of the Company no later than June 30, 1997. All
such proposals should be in compliance with applicable Securities and Exchange
Commission regulations.
By Order of the Board of Directors,
Kevin B. Halter, Jr.
Secretary
November __, 1996
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