<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
USTMAN TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(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)(1) 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.:
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(3) Filing Party:
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(4) Date Filed:
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1
<PAGE> 2
USTMAN TECHNOLOGIES, INC.
12265 W. Bayaud Avenue, Suite 110
Lakewood, Colorado 80228
-------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF USTMAN TECHNOLOGIES, INC.
Meeting Date: November 19, 1999
-------------
TO THE SHAREHOLDERS OF USTMAN TECHNOLOGIES, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of
USTMAN Technologies, Inc, a California corporation (the "Company"), to be held
on November 19, 1999 at 9:00 A.M. local time, at The Hotel Monaco, Denver,
Colorado for the following purposes:
1. To elect three directors to hold office until the next Annual
Meeting and their successors are elected.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The attached Proxy Statement, which is part of this notice, provides
you with more information.
The Board of Directors has fixed the close of business on November 1,
1999 as the record date for the determination of shareholders entitled to
receive notice of, and to vote at, the Annual Meeting and any adjournment(s) or
postponement(s) thereof. Only shareholders of record at the close of business on
that date will be entitled to receive notice of and to vote at the Annual
Meeting or any adjournment thereof.
WHETHER OR NOT YOU CAN ATTEND, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE PROVIDED.
We look forward to seeing you.
By Order of the Board of Directors.
/s/ Dan R. Cook
---------------------------------
Dan R. Cook
President
November 2, 1999
2
<PAGE> 3
USTMAN TECHNOLOGIES, INC.
12265 W. Bayaud Avenue, Suite 110
Lakewood, Colorado 80228
-----------------
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
-----------------
This Proxy Statement is furnished to the shareholders of USTMAN
Technologies, Inc., a California corporation (the "Company"), in connection with
the solicitation of proxies by and on behalf of the Board of Directors for the
Annual Meeting of Shareholders of the Company to be held on Friday, November 19,
1999, at 9:00 a.m. local time, and at any adjournment or postponement thereof
(the "Annual Meeting"). The cost of soliciting proxies will be borne by the
Company. Following the mailing of the proxy materials, solicitation of proxies
may be made by officers and employees of the company, or anyone acting on their
behalf, by mail, telephone, telegram or personal interview, but such persons
will not receive compensation for such services over and above their regular
salaries. This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are first being mailed to shareholders on or about November 8, 1999.
As more fully described in this Proxy Statement, the shareholders will
be asked to consider and vote upon (i) the election of three Directors and (ii)
such other business as may properly come before the meeting or any adjournment
thereof.
Shareholders of record at the close of business on November 1, 1999 are
entitled to notice of and to vote at the Annual Meeting. On such date, there
were 19,879,243 shares of the Company's Common Stock issued and outstanding. A
majority of the shares entitled to vote, represented in person or by proxy,
constitutes a quorum for the meeting. If a quorum is not present, the Annual
Meeting may be adjourned to a later date at which a quorum is present, and
shares represented by proxies may be voted for such adjournment.
Abstention and broker non-votes are each included in the number of
shares present at the Annual Meeting for purposes of establishing a quorum. The
affirmative vote of the holders of a plurality of the shares of Common Stock
present or represented at the Annual Meeting is required for the election of
Directors.
A shareholder may revoke a proxy given with respect to the Annual
Meeting at any time prior to the exercise thereof at the Annual Meeting by
filing with the Secretary of the Company a written revocation or a duly executed
proxy bearing a later date or, if such shareholder is present, indicating his or
her intention to vote in person at the Annual Meeting.
3
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of September 24, 1999 of persons (other
than officers or directors of the Company) known to the Company to own more than
5% of the Company's outstanding Common Stock. Unless otherwise indicated in the
footnotes following the table, the persons as to whom the information is given
have sole voting and investment power over the shares shown as beneficially
owned, subject to community property laws where applicable.
<TABLE>
<CAPTION>
Number of Shares Percent of
Beneficially Outstanding
Name Owned Shares
<S> <C> <C>
Sagaponack Partners, L.P.
170 Columbus Ave., 5th Floor
San Francisco, CA 94133 7,344,520(1) 36.9%
Ronald G. Crane
9152 Shady Hollow Way
Fair Oaks, CA 95628 1,101,500(2) 5.6%
</TABLE>
(1) Does not include 2,625,432 warrants to purchase shares of common stock which
are exercisable at the times and prices, and to the extent, that other options
and warrants of USTMAN are exercised after May 22, 1997 in order to maintain
Sagaponack Partners, L.P.'s percentage ownership of the outstanding common stock
of USTMAN.
(2) Includes options granted by USTMAN to purchase up to 700,000 shares of
common stock which are exercisable within 60 days.
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of September 24, 1999 of (i) each
director during the fiscal year ended June 30, 1998, (ii) the chief executive
officer of the Company, and (iii) all directors and executive officers of the
Company as a group. Unless otherwise indicated in the footnotes following the
table, the persons as to whom the information is given have sole voting and
investment power over the shares shown as beneficially owned, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
Number of Shares Percent of
Name Beneficially Owned Outstanding Shares
<S> <C> <C>
Dan R. Cook
12265 W. Bayaud Ave., #110
Lakewood, CO 80228 300,000(1) 1.5%
Barry S. Rosenstein
909 Montgomery Street, Suite 102
San Francisco, CA 94133 7,344,520(2) 36.9%
Marc A. Weisman
645 Fifth Ave., 8th Floor
New York, NY 10022 7,344,520(2) 36.9%
All current executive officers and directors
as a group (4 persons) 7,821,357(3) 39.4%
</TABLE>
4
<PAGE> 5
(1) Includes options granted by USTMAN to purchase up to 300,000 shares of
common stock which are exercisable within 60 days.
(2) Includes 7,344,520 shares of common stock owned by Sagaponack Partners, L.P.
which are indirectly beneficially owned by Messrs. Rosenstein and Weisman as
managing members of RSP Capital, L.L.C. which is a general partner of Sagaponack
Partners, L.P. Does not include 2,625,432 warrants to purchase shares of common
stock which are exercisable at the times and prices, and to the extent, that
other options and warrants of USTMAN are exercised after May 22, 1997 in order
to maintain Sagaponack Partners, L.P.'s percentage ownership of the outstanding
common stock of USTMAN.
(3) Includes options granted by USTMAN to purchase an aggregate of 170,000
shares of common stock which are exercisable within 60 days. In addition, see
note (3) above.
ELECTION OF DIRECTORS
The Company's Board of Directors presently consists of three directors.
At the Annual Meeting, three directors will be elected, each to hold office
until the next Annual Meeting and until his successor is elected.
The California General Corporation Law, as applicable to the Company,
states that a shareholder may cumulate votes if a shareholder gives notice,
prior to the voting, of an intention to cumulate votes. If such a notice is
given, every shareholder may cumulate votes. Under cumulative voting, a
shareholder is entitled to a number of votes for election of directors equal to
the number of his or her shares times the number of directors to be elected;
these votes could be cast all for one nominee, or spread among more than one, as
the shareholder wishes. If cumulative voting is elected, the enclosed form of
proxy gives the proxyholders discretion to cumulate votes so that they can elect
the maximum possible number of nominees identified below. Assuming the presence
of a quorum, the candidates receiving the highest number of affirmative votes of
the shares entitled to vote will be elected, and abstentions will have no legal
effect.
Any shareholder executing the enclosed form of proxy may withhold
authority to vote for any one or more nominees by so indicating in the manner
described in the form of proxy. The total number of votes which such shareholder
is entitled to cast will not be affected by such action. However, the
proxyholders, by cumulating the votes of other shareholders, could offset the
effect of the withheld authority.
It is intended that the proxies received by management will be voted
FOR the election of the nominees for directors described below, unless authority
to do so is withheld. The Board of Directors anticipates that each of the
nominees for director will serve as a director if elected. However, if any
person nominated by the Board of Directors is unable to accept election, the
proxies will be voted for the election of such other person or persons as the
Board of Directors may recommend.
5
<PAGE> 6
INFORMATION ABOUT NOMINEES AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the directors and
executive officers of the Company:
<TABLE>
<CAPTION>
First Became
Name Age Position a Director
---- --- -------- ------------
<S> <C> <C> <C>
Barry S. Rosenstein 40 Co-Chairman of the Board, Director 1997
Marc A. Weisman 46 Co-Chairman of the Board, Director 1997
Dan R. Cook 49 Director, President, Chief Executive Officer 1997
James B. Grant 49 Vice President Corporate Development N/A
</TABLE>
No arrangement exists between any of the above officers and directors
pursuant to which any one of those persons was elected to such office or
position except as described below in "Obligation to Nominate Certain Directors"
Directors hold office until the next meeting of shareholders and until
a successor is elected and qualified, or until their resignation. Executive
officers are elected at annual meetings of the Board of Directors. Each such
officer holds office for one year or until a successor has been duly elected and
qualified or until death, resignation or removal. No director of the Company is
a director of another company having securities registered under Section 12 of
the Securities Exchange Act of 1934 or a company registered under the Investment
Company Act of 1940.
A brief summary of the business experience of each person who is
currently an officer or director of the Company, and such person's service with
the Company is as follows:
BARRY S. ROSENSTEIN, has served as Co-Chairman of the Board since May
1997. Mr. Rosenstein is a co-founder and Managing Partner of Sagaponack
Partners, L.P. and Sagaponack International Partners, L.P. Prior thereto, Mr.
Rosenstein founded and for four years headed Genesis Merchant Group Securities'
Investment and Merchant Banking Group. Prior to his association with Genesis,
Mr. Rosenstein formed and acted as managing partner of Reatta Partners, a
transaction-specific investment partnership. Prior to Reatta, Mr. Rosenstein was
a principal in charge of corporate takeovers with Plaza Securities Corporation.
Mr. Rosenstein began his career as an investment banker primarily specializing
in mergers and acquisitions with Merrill Lynch in New York. He received his
M.B.A. from the University of Pennsylvania's Wharton School of Business and his
B.S. from Lehigh University. Mr. Rosenstein is also a certified public
accountant. Mr. Rosenstein also serves on the Board of Directors of Waterworks;
Tuneup Masters, Inc.; TestAmerica, Inc.; and Marisa Christina, Inc.
6
<PAGE> 7
MARC A. WEISMAN, has served as Co-Chairman of the Board since May 1997.
Mr. Weisman is a co-founder and Managing Partner of Sagaponack Partners, L.P.
and Sagaponack International Partners, L.P. From January 1996 to August 1996,
Mr. Weisman served as Director in the Principal Transactions Group at CS First
Boston where he ran the High Yield Real Estate Finance Division. From 1988 to
1996, Mr. Weisman was Chief Financial Officer and Executive Vice President of
the Adco Group, a privately held real estate and financial services company. Mr.
Weisman is currently a director of Product Resources, Inc.; Tuneup Masters,
Inc.; TestAmerica, Inc.; and Superior Bank FSB.
DAN R. COOK, has served as a Director and the President of the Company
since May 1997. Mr. Cook was appointed President of USTMAN in May 1997. Mr. Cook
served as Chief Operating Officer of USTMAN Industries from 1992 until it was
merged into USTMAN in May 1997, and additionally served as its President from
January 1994 until its merger into USTMAN. Mr. Cook is also a certified public
accountant. Mr. Cook has an employment agreement with USTMAN that expires May
20, 2001. Mr. Cook's base salary is $130,000 per year.
JAMES B. GRANT, Vice President, Corporate Development since December
1997. Prior to employment at USTMAN, Mr. Grant served as President of Advanced
Tank Certification, Inc.
There are no family relationships among officer or directors.
ATTENDANCE AT BOARD MEETINGS
During the fiscal year ended June 30, 1999, the Company's Board of
Directors held 11 meetings. Each current director attended at least 75% of the
Board meetings that he was eligible to attend. The Company has no separate
Audit, Compensation or Nominating Committee.
DIRECTORS' COMPENSATION
Standard Arrangements
Two of USMTAN's directors, Messrs. Rosenstein and Weisman (who are also
principals of the Company's principal shareholders, Sagaponack) are paid $25,000
cash compensation per quarter for their services as Directors each year. The
Company paid Don Philips (a director until April 1999) and Ron Crane (a director
until May 1999) $1,667 plus reasonable expense for their physical attendance at
board meetings, and also $5,000 annually for service as a director. In each
case, directors are reimbursed expense they incurred on behalf of USTMAN on a
fully accountable basis.
Other Arrangements
Except as described, herein, no officer or director of the Company has
been or is being paid any cash compensation, or is otherwise subject to any
deferred compensation plan, bonus plan or any other arrangement and
understanding whereby such person would obtain any cash compensation for his
services for and on behalf of the Company.
7
<PAGE> 8
OBLIGATION TO NOMINATE CERTAIN DIRECTORS
In connection with a $7,000,000 financing agreement in May 1997, the
Company entered into a Company Agreement with Sagaponack Partners, L.P.
("Sagaponack"), and its foreign affiliate, Sagaponack International Partners,
L.P. (collectively, the "Investors"), pursuant to which the Company agreed that
the Board of Directors will at all times consist of five members, and that the
Company will nominate to become members of the Board two persons designated by
the Investors and one person selected from a list of persons. The Company also
agreed to nominate Dan R. Cook as a member of the Board of Directors. In
addition, pursuant to a Shareholders Agreement entered into among the Investors
and certain shareholders of the Company, including Dan R. Cook and Ronald G.
Crane, those shareholders are obligated to vote their shares during any election
of directors of the Company for the two nominees of the Investors and for the
person nominated from the list of persons specified in the Company Agreement,
unless Investors have sufficient votes to cause the election of such persons.
Such obligation shall terminate at such time as the aggregate number of shares
of Common Stock owned by an Investor or under the direct or indirect control of
an Investor is less than 10% of the total outstanding number of shares of Common
Stock. The persons nominated pursuant to the above procedure are Barry
Rosenstein and Marc Weisman. The Investors have not nominated a replacement for
Mr. Phillips or Ron Crane, who resigned in fiscal year 1999, and have waived at
this time the requirement that the Board consist of five directors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who are
beneficial owners of more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Officers, directors and beneficial
owners of greater than 10% are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of the copies of such reports furnished to the
Company, and written representations that no other reports were required during
the fiscal year ended June 30, 1999, all Section 16(a) filing requirements
applicable to such persons were satisfied.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In consideration of the purchase by Sagaponack of the Senior
Subordinated Notes, the Company issued to Sagaponack Partners, L.P., 7,304,520
shares of the Company's Common Stock, which represented in the aggregate 40% of
the issued and outstanding shares of the Company's Common Stock immediately
after issuance of the Common Stock. Warrants were issued to Sagaponack Partners,
L.P., to purchase shares of Common Stock in an amount sufficient, upon the
exercise of any outstanding options and warrants, for Sagaponack Partners, L.P.,
to maintain 40% ownership of the outstanding Common Stock of the Company. Such
warrants will be at the same price and on the same terms as the options or
warrants exercised by third parties.
8
<PAGE> 9
In December 1998, Sagaponack agreed to convert all of the Senior
Subordinated Notes and accrued interest totaling $9,717,000 to Series A
Preferred Stock ("Preferred Stock") effective July 1, 1998. Warrants previously
issued to Sagaponack for additional interest expense were also canceled upon
exchange of the notes. The Preferred Stock will have an aggregate allocation
amount (the "Allocation Amount") of $15,000,000 for the purposes of liquidation
priority and dividends. The Preferred Stock will bear an annual 8% dividend
based on the Allocation Amount, if and when, declared by the Board of Directors.
The effective dividend rate is 12.3% for the year ended June 30, 1999. The
Allocation Amount will increase by the amount of any dividends not declared for
payment by the Company. The Preferred Stock has no mandatory redemption or
voting rights and is not convertible into Common Stock.
On June 29, 1999, the Investors agreed to advance the Company $750,000.
The advance is non-interest bearing, unsecured, and due on demand. The proceeds
were used to pay down the BankBoston term loan in June 1999. The Investors have
informed the Company that they intend to convert the $750,000 advance to equity
upon certain conditions, but in any case, no later than November 26, 1999.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning compensation
provided to each officer or employee whose total annual salary and bonus
exceeding $100,000.00. Fiscal year 1998 was Mr. Cook's first full year of
employment with the Company. Mr. Grant did not become employed by the Company
until December 1997.
<TABLE>
<CAPTION>
Annual Compensation Long term Compensation
-------------------------------- --------------------------------
Awards Payouts
---------------------- -------
Restricted Underlying
Name and Fiscal Stock Options/ LTIP All Other
principal position Year Salary Bonus Other Awards SARS Payouts Compensation
- ------------------ ------ -------- ----- ----- ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dan R. Cook 1998 $130,000 - - - - - -
President and CEO 1999 $130,000 - - - - - -
James B. Grant 1998 $ 90,000 - - - - - $10,601
Vice President, (Production
Corporate Bonus)
Development 1999 $ 90,000 - - - - - $57,156
(Production
Bonus)
</TABLE>
9
<PAGE> 10
OPTION GRANTS IN LAST FISCAL YEAR
During the fiscal year ended June 30, 1999, USTMAN granted no stock
options or stock appreciation rights to its officers and directors, or other
employees.
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE
No officer exercised stock options during the fiscal year ended June
30, 1999, or subsequently. The following table sets forth information regarding
the year-end value of options being held by the Chief Executive Officer and the
other named officers on June 30, 1999. No stock appreciation rights have been
granted, or are held by any such person:
<TABLE>
<CAPTION>
Number of securities Value of unexercised
Shares underlying unexercised in-the-money
acquired options/SARs at FY end options/SARs at FY end
on Value ---------------------------- ---------------------------
Name exercise realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Dan R. Cook - - 300,000 300,000 - -
James B. Grant - - 20,000 10,000 - -
</TABLE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
USTMAN has no compensation plan or arrangement with respect to any
executive officer which plan or arrangement results or will result from the
resignation, retirement or any other termination of such individual's employment
with the Company. USTMAN has no plan or arrangement with respect to any such
persons which will result from a change in control or a change in the
individual's responsibilities following a change in control.
USTMAN has an employment contract with Dan R. Cook for a term expiring
on May 20, 2001 at an annual base salary of $130,000. Mr. Cook serves as
President and Chief Executive Officer. Under the agreement, Mr. Cook can receive
an annual cash bonus based on a percentage of earnings before income taxes,
depreciation and amortization.
USTMAN has an employment contract with James B. Grant expiring on
December 17, 2000 at an annual base salary of $90,000. Mr. Grant is also
entitled to a commission based on monthly monitoring, tank gauge and software
sales.
10
<PAGE> 11
INDEPENDENT ACCOUNTANTS
Gelfond Hochstadt Pangburn, P.C. has audited the Company's financial
statements for the fiscal year ended June 30, 1999. A representative of such
accountants is expected to be present at the Annual Meeting to make a statement
if such person so desires and to be available to respond to appropriate
questions that may be asked by shareholders. The selection of independent
accountants to audit the Company's financial statements for the current fiscal
year will be made in the second half of the fiscal year after an evaluation of
the audit fee proposal.
Effective August 18, 1999, the Company dismissed its prior independent
auditors Ernst & Young LLP ("Ernst & Young") and retained as its new independent
auditors, Gelfond Hochstadt Pangburn, P.C. Ernst & Young's report on USTMAN's
financial statements during the two most recent fiscal years contained no
adverse opinion or disclaimer of opinion, and was not qualified as to audit
scope or accounting principles. The decision to change accountants was
unanimously approved by USTMAN's Board of Directors.
During the last two fiscal years and the subsequent interim period to
the date hereof, there were no disagreements between USTMAN and Ernst & Young on
any matter of accounting principle or practice, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Ernst & Young, would have caused it to make reference to the
subject matter of disagreement in connection with its report on the financial
statements of USTMAN for such period.
No "reportable event", as that term is defined in Item 304 (a) (1) (iv)
of Regulation S-B, occurred during the two most recent fiscal years and through
August 18, 1999.
USTMAN engaged Gelfond Hochstadt Pangburn, P.C. as its new independent
accountants as of August 18, 1999. During the two most recent fiscal years and
through August 18, 1999 USTMAN had not consulted with Gelfond Hochstadt
Pangburn, P.C. regarding (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on USTMAN's financial statements or (ii) any
matter that was either the subject matter of a disagreement or a reportable
event (as described in Item 304 (a) (1) of Regulation S-B).
OTHER MATTERS
Management does not know of any other matters to be presented at the
Annual Meeting. However, if any other matters shall properly come before the
meeting, it is the intention of the persons named in the proxy to vote it in
accordance with their judgment.
11
<PAGE> 12
PROPOSALS OF SHAREHOLDERS FOR 1999 ANNUAL MEETING
All proposals of shareholders intended to be presented at the
Company's 1999 Annual Meeting of Shareholders must be received by the Company at
its executive offices no later than January 31, 2000 in order to be considered
for inclusion in the proxy statement and form of proxy relating to that meeting.
REQUESTS FOR FORM 10-KSB
The Company will provide without charge, at the written request of any
beneficial owner of shares entitled to vote at the Annual Meeting of
Shareholders, a copy (without exhibits) of the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1999, as filed with the Securities and
Exchange Commission. Requests should be made to Heather Murphy, USTMAN
Technologies, Inc., 12265 W. Bayaud Avenue, Suite 110, Lakewood, Colorado 80228.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dan R. Cook
-----------------------------
DAN R. COOK, President and CEO
November 2, 1999
12
<PAGE> 13
USTMAN TECHNOLOGIES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 19, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dan R. Cook and Marc A. Weisman, or
either of them, proxies and attorneys, each with full power of substitution, to
vote all the shares of Common Stock of USTMAN Technologies, Inc., a California
corporation, which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on November 19, 1999, at 9:00 a.m., local time, and at
any postponement or adjournment thereof with respect to Proposals set forth in
the Proxy Statement and upon any other matter that may properly come before the
meeting or any adjournment.
This Proxy (if properly executed) will be voted in the manner directed
herein by the undersigned stockholder. The Board of Directors recommends that
you vote for the election of the three director nominees in this proxy.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the
contrary)
[ ] WITHOUT AUTHORITY to vote for all nominees listed below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK A
LINE THROUGH THE NOMINEE'S NAME BELOW:
Dan R. Cook Barry S. Rosenstein Marc A. Weisman
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE NOMINEES FOR AND IN THEIR DISCRETION ON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING.
Date ____________, 1999
-----------------------
Signature
-----------------------
Signature if held jointly
(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY)
13
