UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 [_] 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
INFRACORPS INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
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(1) Title of each class 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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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was paid previously. Identify the previous filing by registration statement
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<PAGE>
PRELIMINARY PROXY
INFRACORPS INC.
7400 Beaufont Springs Drive
Suite 415
Richmond, Virginia 23225
NOTICE OF ANNUAL MEETING
TO BE HELD JULY 31, 2000
To the shareholders of InfraCorps Inc.:
The annual meeting of shareholders of InfraCorps Inc. (the "Company") will
be held on Monday, July 31, 2000 at 10:00 a.m. (local time) at the Omni
Charlottesville Hotel, 235 West Main Street, Charlottesville, Virginia 22902,
for the following purposes:
(1) To elect five members to the Company's Board of Directors;
(2) To consider and vote on a proposed amendment to the Company's Articles
of Incorporation changing the Company's name to "InfraCor Inc.";
(3) To ratify the appointment of the accounting firm of Goodman & Company,
L.L.P. as independent auditors of the Company and its subsidiaries for
the Company's 2001 fiscal year; and
(4) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on June 15, 2000 as
the record date for determining shareholders entitled to notice of and to vote
at the meeting and any adjournment thereof.
Dated: June __, 2000
By order of the Board of Directors,
Warren E. Beam, Jr.,
Secretary
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, TO ASSURE THE
PRESENCE OF A QUORUM, PLEASE COMPLETE, DATE, SIGN AND MAIL THE ENCLOSED PROXY AS
SOON AS POSSIBLE. IF YOU ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES
PERSONALLY, YOU MAY DO SO AT ANY TIME BEOFRE THE PROXY IS EXERCISED.
<PAGE>
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
INFRACORPS INC.
7400 Beaufont Springs Drive
Suite 415
Richmond, Virginia 23225
SOLICITATION OF PROXIES
Solicitation of the enclosed Proxy is made by and on behalf of the Board of
Directors (the "Board of Directors") of InfraCorps Inc. (the "Company") to be
used at the Annual Meeting of Shareholders to be held at the Omni
Charlottesville Hotel, 235 West Main Street, Charlottesville, Virginia 22902, on
July 31, 2000 at 10:00 a.m., local time, and at any adjournments thereof. The
date on which this Proxy Statement and accompanying Proxy are first being mailed
is on or around June 30, 2000.
The cost of the solicitation of proxies will be borne by the Company.
Solicitations will be made by use of the mails, except that, if necessary,
officers, directors, employees and agents of the Company or of its subsidiaries
may solicit proxies by telephone, telegram, facsimile or personal contact. It is
contemplated that brokerage houses and nominees will be requested to forward
proxy solicitation materials to the beneficial owners of the stock held of
record by such persons, and the Company will reimburse them for their reasonable
charges and expenses in this connection.
All properly executed proxies delivered pursuant to this solicitation will
be voted at the Annual Meeting in accordance with the instructions thereupon,
or, in the absence of such instructions, in accordance with the Board of
Director's recommendations. Any person signing and mailing the enclosed proxy
may, nevertheless, revoke the proxy at any time prior to the actual voting
thereof by attending the Special Meeting and voting in person, by providing
written notice of revocation of the proxy, or by submitting a signed proxy
bearing a later date. Any written notice of revocation should be sent to the
attention of the Secretary of the Board of Directors at the address above.
A copy of the Company's 2000 Annual Report to Shareholders is being mailed
concurrently with this Proxy Statement, but should not be considered proxy
solicitation material.
<PAGE>
COMPANY SECURITIES
The Company has fixed the close of business on June 15, 2000 as the record
date for determination of shareholders entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof. As of June 15, 2000, the Company's
voting securities consisted of (i) 16,392,487 outstanding shares of Company
common stock, without par value per share ("Common Stock") and (ii) 1,850,000
outstanding shares of Series A Convertible Preferred Stock, without par value
per share ("Series A Stock").
The holders of shares of Common Stock as of the close of business on June
15, 2000 are entitled to cast one vote per share on all matters voted on by the
holders of Common Stock generally, including the election of directors, and do
not have cumulative voting rights. Except as provided below, the holders of the
Series A Stock are entitled to vote together with the holders of Common Stock as
a single class on issued presented to a vote of the Company's shareholders,
except under limited circumstances when such holders are entitled to vote as a
separate class. The holders of the Series A Stock are entitled to vote on the
basis of one vote per share held, but are not eligible to vote on Proposal No. 1
hereto. The shares of Series A Stock do not carry cumulative voting rights. The
presence, either in person or by proxy, of the holders of shares representing a
majority of the votes entitled to be cast on a matter by the voting group is
necessary to constitute a quorum of that voting group for action on that matter.
Once a share is represented for any purpose at a meeting, the holder is deemed
present for quorum purposes for the remainder of the meeting. Abstentions and
broker non-votes will be counted for purposes of determining whether a quorum is
present.
ACTION TO BE TAKEN UNDER PROXY
SHARES WILL BE VOTED AS INSTRUCTED IN THE ACCOMPANYING PROXY ON EACH MATTER
SUBMITTED TO THE VOTE OF SHAREHOLDERS. IF ANY DULY EXECUTED PROXY IS RETURNED
WITHOUT VOTING INSTRUCTIONS, THE PERSONS NAMED AS PROXIES THEREON INTEND TO VOTE
ALL SHARES REPRESENTED BY SUCH PROXY AS FOLLOWS:
(1) FOR the election of the five nominees as directors of the Company;
(2) FOR the approval of the amendment to the Company's Articles of
Incorporation changing the name of the Company to "InfraCor Inc.";
(3) FOR the ratification of the appointment of the accounting firm of
Goodman & Company, L.L.P. as independent auditors of the Company and
its subsidiaries for the Company's 2001 fiscal year; and
(4) FOR the recommendations of the Board of Directors on any other proposal
that may properly come before the meeting.
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of June 15, 2000, the beneficial
ownership of each shareholder known to management of the Company to own
beneficially more than 5% of each series of the Company's voting securities.
Unless otherwise indicated, the Company believes that the named persons have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
<TABLE>
<CAPTION>
--------------------------- ------------------------------------ ------------------------------- ------------------------------
Amount and Nature of
Title of Class Name of Beneficial Owner Beneficial Owner (1) Percent of Class (1)
--------------------------- ------------------------------------ ------------------------------- ------------------------------
<S> <C>
Common Stock
Dr. Allen Kahn
55 E. Washington Street
Suite 2117
Chicago, Illinois 60602 4,403,710 (2) 24.6%
--------------------------- ------------------------------------ ------------------------------- ------------------------------
Coleman S. Lyttle
2210 Belt Boulevard
Richmond, Virginia 23224 2,156,444 (3) (4) 12.2%
--------------------------- ------------------------------------ ------------------------------- ------------------------------
James B. Quarles
7400 Beaufont Springs Dr.
Richmond, Virginia 23225 1,910,000 (5) 10.4%
--------------------------- ------------------------------------ ------------------------------- ------------------------------
Thomas W. Marmon
4390 Airwest Drive, SE
Grand Rapids, Michigan 49512 1,547,638 (6) (7) 9.1%
--------------------------- ------------------------------------ ------------------------------- ------------------------------
John W. Winfield
The InterGroup Corporation
Santa Fe Financial Corporation (8)
2121 Avenue of the Start
Suite 2020
Los Angeles, California 90067 1,215,300 (9) 7.4%
--------------------------- ------------------------------------ ------------------------------- ------------------------------
Navin D. Sheth
2210 Belt Boulevard
Richmond, Virginia 23224 1,588,000 (3) 9.0%
--------------------------- ------------------------------------ ------------------------------- ------------------------------
Class A Stock
Coleman S. Lyttle
2210 Belt Boulevard
Richmond, Virginia 23224 100,000 5.4%
--------------------------- ------------------------------------ ------------------------------- ------------------------------
Dr. Allen Kahn
55 East Washington Street
Suite 2117
Chicago, Illinois 60602 1,500,000 81.1%
--------------------------- ------------------------------------ ------------------------------- ------------------------------
Navin D. Sheth
2210 Belt Boulevard
Richmond, Virginia 23224 100,000 5.4%
--------------------------- ------------------------------------ ------------------------------- ------------------------------
--------------
</TABLE>
(1) Based on 16,392,487 shares of Common Stock and 1,850,000 shares of Series A
Stock issued and outstanding as of June 15, 2000 and, as to the holder
thereof only, shares of Common Stock issuable upon exercise or conversion
of all derivative securities that are exercisable or convertible within 60
days of June 15, 2000.
(2) Includes 1,500,000 shares of Common Stock issuable upon exercise of
warrants granted by the Company.
(3) Includes 20,000 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1994 Nonstatutory Option Plan, 100,000
shares of Common Stock issuable upon exercise of options granted pursuant
to the Company's 1995 Nonstatutory Option Plan, 100,000 shares of Common
Stock granted pursuant to the Company's 1997 Nonstatutory Option Plan and
1,000,000 shares of Common Stock issuable upon exercise of warrants granted
by the Company.
(4) Does not include shares in the name of the estate of Stamie E. Lyttle, of
which Coleman Lyttle is Executor, and the certain Trust created thereby of
which Mr. Lyttle is trustee. Mr. Lyttle is not a beneficiary of the estate
or the beneficial owner of shares of Common Stock owned by the estate or
by any such trust.
(5) Includes 810,000 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1995 Nonstatutory Option Plan, 100,000
shares of Common Stock issuable upon exercise of options pursuant to the
Company's 1997 Nonstatutory Option Plan, and 1,000,000 shares of Common
Stock issuable upon exercise of warrants granted by the Company.
<PAGE>
(6) Includes 100,000 shares of Common Stock issuable upon exercise of options
granted pursuant to the 1995 Nonstatutory Option Plan, 100,000 shares of
Common Stock issuable upon exercise of options granted pursuant to the 1997
Nonstatutory Option Plan, and 333,350 shares of Common Stock issuable upon
exercise of warrants granted by the Company.
(7) Includes shares registered in the name of Thomas W. Marmon Trust.
(8) Mr. Winfield is the Chairman, President and Chief Executive Officer of The
InterGroup Corporation ("InterGroup") and Santa Fe Financial Corporation
("Santa Fe"), and is the controlling shareholder of InterGroup. InterGroup
owns approximately 41% of Santa Fe, and Mr. Winfield, as an individual,
owns 3.7% of Santa Fe. In his capacity as Chairman, President and Chief
Executive Officer of Inter\Group and Santa Fe, Mr. Winfield may be deemed
to have voting and dispositive power of shares of Company Common Stock held
by InterGroup and Santa Fe.
(9) Based on information contained in the Schedule 13D of Mr. Winfield,
InterGroup and Santa Fe, the Company believes that: (i) Mr. Winfield has
sole voting and dispositive power with respect to 415,300 shares of Company
Common Stock; (ii) Mr. Winfield may be deemed to have shared voting and
dispositive power with respect to 600,000 shares of Company Common Stock,
which include 500,000 shares held by InterGroup and 100,000 shares held by
Santa Fe; and (iii) Mr. Winfield has not voting power but may be deemed to
have shared dispositive power with respect to 200,000 shares of Company
Common Stock held by members of Mr. Winfield's family.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth, as of June 15, 2000, certain information
regarding the beneficial ownership of Company Common Stock by each director and
director nominee of the Company, by each executive officer of the Company, and
by all directors and executive officers as a group. Unless otherwise indicated,
the Company believes that the named persons have sole voting and investment
power with respect to all outstanding shares of Common Stock shown as
beneficially owned by them.
<TABLE>
<CAPTION>
-------------------------- ------------------------------------- ------------------------------- ------------------------------
Amount and Nature of
Title of Class Name of Beneficial Owner Beneficial Owner (1) Percent of Class (1)
-------------------------- ------------------------------------- ------------------------------- ------------------------------
<S> <C>
Common Stock
Terence R. Dellecker (2)
75 Rue De Courcelles
75008 Paris, France 100,000 (3) *
-------------------------- ------------------------------------- ------------------------------- ------------------------------
Coleman S. Lyttle (2) (4)
2210 Belt Boulevard
Richmond, Virginia 23224 2,156,444 (5)(6) 12.2%
-------------------------- ------------------------------------- ------------------------------- ------------------------------
John R. Potter (2)
2802 East Madison
Suite 152
Seattle, Washington 98112 100,000 (3) *
-------------------------- ------------------------------------- ------------------------------- ------------------------------
James B. Quarles (2) (3)
7400 Beaufont Springs Drive
Suite 415
Richmond, Virginia 23225 1,910,000 (7) 10.4%
-------------------------- ------------------------------------- ------------------------------- ------------------------------
Navin D. Sheth (2) (3)
2210 Belt Boulevard
Richmond, Virginia 23224 1,588,000 (5) 9.0%
-------------------------- ------------------------------------- ------------------------------- ------------------------------
James G. Zumwalt (2)
1831 Wiehle Avenue
Suite 103
Reston, Virginia 20190 100,000 (3) *
-------------------------- ------------------------------------- ------------------------------- ------------------------------
Dr. Allen Kahn (2)
55 East Washington Street
Suite 2117
Chicago, Illinois 60602 4,403,701 (8) 24.6%
-------------------------- ------------------------------------- ------------------------------- ------------------------------
Claudio Faria Santos (2)
4 North Fourth Street
Suite 100
Richmond, Virginia 23219 -- *
-------------------------- ------------------------------------- ------------------------------- ------------------------------
Warren E. Beam, Jr. (3)
7400 Beaufont Springs Drive
Suite 415
Richmond, Virginia 23225 25,000 (9) *
-------------------------- ------------------------------------- ------------------------------- ------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------- ------------------------------------- ------------------------------- ------------------------------
Directors and Executive Officers as
a group (9 persons) 10,383,145 (10) 46.0%
-------------------------- ------------------------------------- ------------------------------- ------------------------------
<S> <C>
Class A Stock
Coleman S. Lyttle (2) (4)
2210 Belt Boulevard
Richmond, Virginia 23224 100,000 5.4%
-------------------------- ------------------------------------- ------------------------------- ------------------------------
Dr. Allen Kahn (2)
55 East Washington Street
Suite 2117
Chicago, Illinois 60602 1,500,000 81.1%
-------------------------- ------------------------------------- ------------------------------- ------------------------------
Navin D. Sheth (2) (3)
2210 Belt Boulevard
Richmond, Virginia 23224 100,000 5.4%
-------------------------- ------------------------------------- ------------------------------- ------------------------------
Directors and Executive Officers as
a group (9 persons) 1,700,000 91.9%
-------------------------- ------------------------------------- ------------------------------- ------------------------------
--------------
</TABLE>
*Less than 1%
(1) Based on 16,392,487 shares of Common Stock and 1,850,000 shares of Series A
Stock issued and outstanding as of June 15, 2000 and, as to the holder
thereof only, shares of Common Stock issuable upon exercise or conversion
of all derivative securities that are exercisable or convertible within 60
days of June 15, 2000.
(2) Currently serves as a director of the Company.
(3) Represents 100,000 shares of Common Stock issuable upon the exercise of
options pursuant to the Company's 1997 Nonstatutory Option Plan.
(4) An executive officer of the Company.
(5) Includes 20,000 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1994 Nonstatutory Option Plan, 100,000
shares of Common Stock issuable upon exercise of options granted pursuant
to the Company's 1995 Nonstatutory Option Plan, 100,000 shares of Common
Stock granted pursuant to the Company's 1997 Nonstatutory Option Plan and
1,000,000 shares of Common Stock issuable upon exercise of warrants granted
by the Company.
(6) Does not include shares in the name of the Estate of Stamie E. Lyttle, of
which Coleman Lyttle is executor, and certain Trust created thereby of
which Mr. Lyttle is Trustee. Mr. Lyttle is not a beneficiary of the estate
or the beneficial owner of shares of Common Stock owned by the estate or
by any such trust.
(7) Includes 810,000 shares of Common Stock issuable upon exercise of options
granted pursuant to the Company's 1995 Nonstatutory Option Plan, 100,000
shares of Common Stock issuable upon exercise of options pursuant to the
Company's 1997 Nonstatutory Option Plan, and 1,000,000 shares of Common
Stock issuable upon exercise of warrants granted by the Company.
(8) Includes 1,500,000 shares of Common Stock issuable upon exercise of
warrants granted by the Company.
(9) Represents 25,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Company's 1997 Nonstatutory Option Plan.
(10) Includes 1,675,000 shares of Common Stock issuable upon the exercise of
options granted pursuant to the Company's various stock option plans and
4,500,000 shares of Common Stock issuable upon the exercise of warrants
granted by the Company.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides information as to annual and other
compensation paid by the Company to all individuals who served as the Company's
Chief Executive Officer during fiscal 2000 and to each of the other executive
officers of the Company whose total annual salary exceeded $100,000 in fiscal
2000 (the "named executive officers").
<TABLE>
<CAPTION>
Annual Long-term Compensation
Name and Compensation Awards
Principal Position Year(1) Salary ($) Options/SARs
------------------ ------- ---------- ------------
<S> <C>
James B. Quarles 2000 170,000 1,000,000
Chairman, President 1999 125,000 100,000
Chief Executive Officer 1998 44,585 (2) 830,000
of the Company
Coleman S. Lyttle 2000 158,000 1,000,000
President of InfraCorps of 1999 120,000 100,000
Virginia, Inc. and a Director 1998 119,785 --
of the Company
Navin D. Sheth 2000 158,000 l,000,000
Chief Financial Officer 1999 115,000 100,000
1998 -- --
</TABLE>
--------------
(1) On April 6, 1998, the Board of Directors approved a resolution changing the
fiscal year-end of the Company from May 31 to March 31. Compensation
reported for 1996 and 1997 is based on a May 31 fiscal year-end.
Compensation shown with respect to 1998 is based on the twelve months ended
March 31, 1998. Accordingly, there is a two month overlap between the
reported compensation for 1998 (covering the twelve months ended March 31,
1998) and 1997 (covering the twelve months ended May 31, 1997).
(2) Mr. Quarles was appointed President and Chief Executive Officer of the
Company on January 20, 1998. Mr. Quarles became Chairman of the Board
on February 2, 1998. The amounts shown for Mr. Quarles reflect all
compensation received from the Company for services rendered in all
capacities in fiscal 1998.
No named executive officer received or exercised any stock options or stock
appreciation rights during the Company's 2000 fiscal year.
Board of Directors and Committees
The Audit Committee makes recommendations to the Board of Directors with
respect to the Company's financial statements and the appointment of independent
auditors, reviews significant audit and accounting policies and practices, meets
with the Company's independent public accountants concerning, among other
things, the scope of audits and reports, and reviews the performance of the
overall accounting and financial controls of the Company. Members of the Audit
Committee are Messrs. Potter, Dellecker and Zumwalt. The Audit Committee met
twice during fiscal 2000, and each member of such committee had an attendence
record of 75% or greater.
The Board of Directors does not have standing compensation committee. The
Board of Directors is responsible for approving the salaries, bonuses and other
compensation and benefits of executive officers, reviewing and advising
management regarding benefits and other terms and conditions of compensation of
management and administering the Company's stock option plans.
The Board of Directors does not have a standing Nominating Committee.
Nominations for election to the Board of Directors may be made by the Board of
Directors, or by any shareholder entitled to vote for the election of directors.
Nominations made by shareholders must be made by written notice received by the
Secretary of the Company by July 31 of the year preceding the Annual Meeting or
within ten days of the date on which notice of a annual meeting for the election
of directors is first given to shareholders.
The Board of Directors meets on a quarterly basis. Special meetings are
held from time to time to consider matters for which approval of the Board of
Directors is desirable or required by law. Four meetings of the Board of
Directors were held during fiscal 2000. Each incumbent director had an
attendance record of 75% or greater.
<PAGE>
Director Compensation
Outside directors do not receive any fees for attending meetings of the
Board, but are reimbursed for their out-of-pocket expenses in connection
therewith. Directors are entitled to receive the base level of stock options
awarded to executives.
Employment Contracts and Change-in-Control Agreements
The Company does not have any employment contracts or change-in-control
agreements with any named executive officer.
TRANSACTIONS WITH MANAGEMENT
During fiscal year 2000, the Company issued warrants to purchase shares of
the Company's Common Stock to certain executive officers and directors of the
Company. The Company granted Mr. Quarles, the Company's Chairman, Chief
Executive Officer and President, warrants to purchase an aggregate of 1,000,000
shares of Common Stock at an exercise price of $0.25 per share. The Company
granted Mr. Lyttle, the President of InfraCorps of Virginia, Inc., a Company
subsidiary ("ICVA") and a director of the Company, warrants to purchase an
aggregate of 1,000,000 shares of Common Stock at an exercise price of $0.25 per
share. The Company also granted Mr. Sheth, the Company's Chief Financial
Officer, warrants to purchase an aggregate of 1,000,000 shares of Common Stock
at an exercise price of $0.25 per share. The warrants do not contain expiration
dates.
Effective in 1994, ICVA entered into a lease of its premises which are
owned by the estate of Stamie E. Lyttle, of which Mr. Lyttle, a director of the
Company is executor, at $10,500 per month for two years. On June 1, 1997, the
lease was renewed for a one-year term with three one-year renewal options. Rent
expense under this lease was approximately $126,000 for fiscal 2000. The Company
believes that the lease is on terms as favorable as those which would be
available from non-affiliated third parties.
During fiscal year 2000, the Company had notes payable to affiliates of
$302,000. These affiliates include Mr. Sheth, family members of Mr. Sheth and
the Estate of Stamie S. Lyttle. The balance is classified as current and due in
2000. The notes, which are unsecured, bear interest at special rates between six
and twelve percent. Interest is payable monthly. The aggregate amount of the
notes payable to Mr. Sheth and his family members and affiliates was
approximately $185,000 at March 31, 2000. The aggregate amount of the notes
payable to the estate of Stamie E. Lyttle, was approximately $117,000 as of
March 31, 2000.
On April 27, 1998, the Company completed the sale of the Service Division
of ICVA (e.g., septic system installation and repair, irrigation, plumbing,
jacuzzi service contracts and incidental concrete manufacturing/concrete
products) to a new corporation formed by Mr. Lyttle, a director of the Company
and President of ICVA, for a total purchase price of $700,000, payable as
follows: $35,000 cash at closing, assumption of $100,000 of indebtedness of ICVA
and notes payable to ICVA in the aggregate amount of $250,000. At March 31,
2000, $125,000 was outstanding. The note is due June 1, 2003, and bears interest
at six percent.
The Company had notes receivable from officers of $193,112 as of March 31,
1999, which include notes receivable from Mr. Lyttle, President of ICVA and a
director of the Company, in the principal aggregate amount of $180,000, and from
Mr. Sheth, Chief Financial Officer of the Company and a director of the Company,
in the principal aggregate amount of $90,000. The loans were repaid by surrender
of stock held by the officers and directors on September 30, 1999.
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Directors elected at the Annual Meeting will serve until the next
Annual Meeting of Shareholders or until their successors are elected and
qualified. The Board of Directors of the Company has nominated Terence R.
Dellecker, Coleman S. Lyttle, Navin D. Sheth, John R. Potter and James B.
Quarles to serve as directors of the Company for fiscal 2000. All nominees are
members of the Board of Directors.
TERENCE R. DELLECKER (age 53) is a lawyer based in Paris, France. He is a
member of the New York and Massachusetts bars and is licensed to practice in
France as an Avocat a la Cour. He has practiced law since 1970 and specializes
in corporate matters, in particular, acquisitions, licensing, mergers and
capital restructurings. Mr. Dellecker served as Associate Regional Counsel with
the Department of Housing and Urban Development in Boston, Massachusetts from
1972 through 1975. He received his B.S. in Electrical Engineering from Princeton
University in 1967 and his J.D. from Harvard Law School in 1970.
COLEMAN S. LYTTLE (age 46) has served as President of ICVA since June 1994.
From 1982 to 1994, he was President of Stamie E. Lyttle Company, Inc. and Lyttle
Utilities, Inc. From 1975 to 1982, he was Senior Estimator and Project Manager
of Stamie E. Lyttle Company, Inc. Mr. Lyttle received his B.S. in Business
Administration from Virginia Polytechnic Institute and State University in 1975.
JOHN R. POTTER (age 54) founded Stratagem Inc., a business consulting firm
based in Seattle, Washington, in 1993 and is a principal in that company. He was
a Director of Enviros Inc., a biotechnology firm, from 1993 through 1996 and
from 1983 until 1993 was President and Chief Executive Officer of Utilx
Corporation, a NASDAQ-listed utility construction technology company. Mr. Potter
received his B.A. from Harvard University and his B.S. and M.S. in Mechanical
Engineering from Massachusetts Institute of Technology.
JAMES B. QUARLES (age 47) has served as President and Chief Executive
Officer of the Company since January 20, 1998. He became Chairman of the
Company's Board of Directors on February 2, 1998. From October 1997 to February
1998, Mr. Quarles was the sole officer, director and shareholder of Q
Enterprises, Inc., a Virginia corporation, which purchased substantially all of
the assets of ETS Analytical Services, Inc., a wholly-owned subsidiary of the
Company, and provided consulting services to the Company. Prior thereto, he was
employed as the Senior Vice President for Mergers and Acquisitions with the
Company from May 1997 through October 1997, and from January 1987 to December
1996 was Chairman and President of Enviros Inc., a biotechnology company based
in Seattle, Washington. Mr. Quarles began his career in the U.S. Navy, where he
served under Admiral Elmo R. Zumwalt, Jr., former Chief of Naval Operations and
the current Coordinator of the Company's Management Advisory Committee.
NAVIN D. SHETH (age 53) has served as Executive Vice-President of ICVA
since June 1994 and, since May 1996, has also served as Chief Operating Officer.
He was appointed Chief Financial Officer of the Company on January 20, 1998.
From 1972 to May 1994, he was associated with Stamie E. Lyttle Company, Inc. in
the following capacities: from 1982 to 1994 - Vice President-Finance; from 1979
to 1982 - Controller; from 1972 to 1979 - Operations Analyst. Mr. Sheth was
Assistant Professor, Virginia College, Lynchburg, Virginia, from 1971 to 1972.
He received his B.S. in Chemistry in 1967 from Bombay University and his MBA in
1971 from Atlanta University, Atlanta, Georgia.
According to Virginia law, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present. It is the intention of the persons named as proxies in the
accompanying Proxy, unless instructed otherwise, to vote for the persons
nominated by the Board. If any nominee should become unavailable to serve, the
proxy may be voted for the election of such substitute nominee as may be
designated by the Board. The Board has no reason to believe that any of the
nominees will be unable to serve if elected.
THE BOARD RECOMMENDS A VOTE FOR EACH OF THE ABOVE-NAMED NOMINEES.
---
<PAGE>
The following directors currently serve and were elected by the Series A
Preferred Shareholders pursuant to the agreement for the purchase of the Series
A Preferred Stock.
JAMES G. ZUMWALT (age 51) currently serves as Vice President of Admiral
Zumwalt and Consultants, Inc., an international firm providing expertise to
domestic and international clients in exploring and accessing investment
opportunities, and as President of J. G. Zumwalt and Associates, Inc., providing
corporate, management and real estate services. From 1992 until 1993, Mr.
Zumwalt was the Senior Advisor to the Assistance Secretary of State. During the
period 1979 through 1990, he served in Corporate Counsel positions with Cummins
Engine Company, Inc., and System Planning Corporation and in the private
practice of law. Mr. Zumwalt graduated in 1970 from the University of North
Carolina, Chapel Hill with a B.A. and from Villanova School of Law in 1979. He
served in the United States Navy from 1970 to 1971 and the United States Marine
Corps between 1971 and 1976.
ALLEN KAHN, MD (age 79) began his private practice in 1953 until present in
Chicago, Illinois. He received a BS in Biochemistry in 1944 from Pennsylvania
State University and a MD in 1949 from University of Pennsylvania. From 1953 to
1957, he attended the Institute for Psychoanalysis of Chicago, Illinois for
various seminars and courses. From 1965 through 1995, Dr. Kahn has served in the
capacity of an Investor and Board Member for Nease Chemical Company (currently
German Chemical Company), Hollymatic Corporation and Pay Fone Systems (currently
Pay Chex, Inc.). Dr. Kahn's expertise in entrepreneurial investments of small
"concept companies" with eventual profitability and growth began in 1960 until
present.
The following director currently serves and was elected by the Series C
Preferred Shareholder pursuant to the agreement for the purchase of the Series C
Preferred Stock.
CLAUDIO FARIA SANTOS (age 47 ) Dr. Claudio Faria Santos is a professional
mining and Geotechnical Engineer with over twenty years experience in US and
International projects. Dr. Faria was born in 1952 in Rio de Janeiro, Brazil; in
1995 he became a US citizen. Dr. Faria has a BSc from the Federal University of
Rio de Janeiro (1973) as well as MSc and PhD from the Pennsylvania State
University (1986 and 1988). Dr. Faria has been an employee of Evan Energy
Company in Richmond, Virginia since December 1992, as Director of Exploration &
Mining. His international experience includes mining and civil engineering
projects in the US, Brazil, China , Paraguay, Chile, Venezuela, Colombia,
Algeria and Switzerland. Dr Faria's academic experience as an Instructor and
Assistant Professor relates to five years of teaching and research at the ITA -
Institute of Aeronautics Technology, Brazil and New Mexico of Technology.
PROPOSAL NO. 2 - AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO
CHANGE THE COMPANY'S NAME TO INFRACOR INC.
The Board of Directors of the Company has adopted resolutions proposing an
amendment to the Company's Articles of Incorporation to change the name of the
Company from "InfraCorps Inc." to "InfraCor Inc".
The Board of Directors believes that the amendment is in the best interests
of the Company and its shareholders. If approved, the amendment will be
effective upon the filing of Articles of Amendment with the State Corporation
Commission of Virginia, which filing will be made promptly after the Annual
Meeting. The full text of the proposed Articles of Amendment are set out in
Exhibit A attached to this Proxy Statement.
The adoption of the amendment requires the affirmative vote of more than
two-thirds of the outstanding shares of capital stock entitled to vote at the
Annual Meeting. A failure to vote, either by not returning the enclosed proxy or
checking the "abstain" box, will have the same effect as a vote against Proposal
No. 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
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<PAGE>
PROPOSAL NO. 3 - APPROVAL OF THE APPOINTMENT OF GOODMAN AND COMPANY, L.L.P.
AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 2001.
The Board of Directors appointed Goodman & Company, L.L.P. as independent
certified public accountants to audit the financial statements of the Company
and its subsidiaries for fiscal 2001 and has determined that it would be
desirable to request that the shareholders approve such appointment. Shareholder
approval is not required for the appointment of Goodman and Company since the
Board of Directors has the responsibility to selecting auditors. However, the
appointment is being submitted for the approval at the Annual meeting. No
determination has been made as to what action the Board would take if
shareholders do not approve the appointment. A representative of Goodman and
Company, L.L.P. is expected to attend the Annual Meeting with the opportunity to
make a statement and/or respond to appropriate questions from shareholders.
The affirmative vote of a majority of the votes cast at the meeting is
needed to ratify the appointment of Goodman & Company, L.L.P., as independent
certified public accountants of the Company and its subsidiaries for fiscal
2001. If the appointment is not approved, the matter will be referred to the
Audit Committee of the Board of Directors for further review.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF GOODMAN & COMPANY,
L.L.P. AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE 2001 FISCAL YEAR.
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SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Company
officers and directors, and persons who own more than ten percent 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.
Officers, Directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based upon a review of these filings and written representations from
certain of the Company's executive officers and directors that no other reports
were required, the Company notes that (i) Mr. Seth failed to file two reports
relating to the grant of warrants to purchase an aggregate of 1,000,000 shares
of Common Stock and the cancellation of 53,100 shares of Common Stock in
repayment of debt to the Company, (ii) Mr. Lyttle failed to file two reports
relating to the grant of warrants to purchase an aggregate of 1,000,000 shares
of Common Stock and the cancellation of 46,300 shares of Common Stock in
repayment of debt to the Company, (iii) Dr. Kahn failed to file (a) nine reports
relating to the acquisition of an aggregate of 727,700 shares of Common Stock,
(b) one report relating to the grant of warrants to purchase an aggregate of
1,500,000 shares of Common Stock and (c) one report relating to the conversion
of $500,000 of debt into an aggregate of 500,000 shares of the Company's Series
B Preferred Stock, without par value per share, and (iv) Mr. Santos failed to
failed to timely file a Form 3 indicating his status as a reporting person under
Section 16 of the Securities Exchange Act of 1934, as amended. Such transactions
were subsequently reported.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the Company's fiscal
2002 Annual Meeting must be received by the President of the Company, at the
Company's headquarters, 7400 Beaufont Springs Drive, Suite 415, Richmond,
Virginia 23225, no later than February 16, 2001, in order to be considered for
inclusion in the Company's Proxy Statement relating to that meeting.
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the Meeting other than the matters set forth herein. Should any other
matters requiring a vote of shareholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the share represented by such
proxies discretionary authority to vote the same in accordance with their best
judgment in the interest of the Company.
By Order of the Board of Directors,
Warren E. Beam, Jr.,
Secretary
June __, 2000
The Company's Annual Report on Form 10-KSB for fiscal year ended March 31,
2000 is available without charge to any shareholder requesting the same. Written
requests should be addressed to the attention of Mr. Warren E. Beam, Jr.,
Secretary, InfraCorps Inc., 7400 Beaufont Springs Drive, Suite 415, Richmond,
Virginia 23225.
<PAGE>
Exhibit A
ARTICLES OF AMENDMENT
OF
INFRACORPS INC.
1. The name of the Corporation is InfraCorps Inc.
2. The amendment adopted hereby is to delete Article I of the
Corporation's Articles of Incorporation in its entirety and
substitute the following therefor:
"ARTICLE I - NAME The name of the Corporation is InfraCor
Inc."
3. The foregoing amendment was proposed by the Corporation's
Board of Directors, which found the adoption of the Amendment
to be in the Corporation's best interest and directed that it
be submitted to a vote at a meeting of the Corporation's
shareholders on ________, 2000.
4. On __________, 2000, notice of the meeting, accompanied by a
copy of the amendment, was given in the manner provided in the
Virginia Stock Corporation Act to each of the Corporation's
shareholders of record. On ________, the amendment was duly
adopted by the shareholders of the Corporation.
5. Holders of the shares of the Corporation's common stock,
without par value per share ("Common Stock") and Series A
Convertible Preferred Stock, without par value per share
("Series A Stock") were eligible to vote on the adoption of
the amendment. At the close of business on June 15, 2000, the
date fixed by the Corporation's Board of Directors as the
record date for the meeting of the shareholders, (i)
16,392,487 shares of Common Stock and 1,850,000 shares of
Series A Stock were outstanding. Of those shares, (x) ______
shares of Common Stock, and _______ shares of Series A Stock
were voted for the amendment, (y) _____ shares of Common
Stock, and _______ shares of Series A Stock were voted
against the amendment and (z) ______ shares of Common Stock
and _______ shares of Series A Stock abstained from voting on
the amendment at the meeting of shareholders. The number of
shares of Common Stock and Series A Stock voted for the
amendment was sufficient to approve the amendment.
Dated: , 2000
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INFRACORPS INC., a Virginia corporation
By: _____________________________
Warren E. Beam, Jr., Secretary
<PAGE>
PROXY
INFRACORPS INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James B. Quarles and Warren E. Beam,
Jr., jointly and severally, proxies, with full power to act alone and with full
power of substitution, to represent the undersigned and vote all shares of the
Company standing in the name of the undersigned at the Annual Meeting of
Shareholders of InfraCorps Inc. to be held on July 31, 2000 at 10:00 a.m. (local
time) at the Omni Charlottesville Hotel, 235 West Main Street, Charlottesville,
Virginia 22902, or any adjournment thereof, on each of the following matters:
1. To elect five directors to serve until the Annual Meeting of
Shareholders in 2001.
[ ] FOR all Nominees listed below [ ] WITHHOLD AUTHORITY TO
VOTE FOR THOSE INDICATED
BELOW
Terence R. Dellecker Coleman S. Lyttle
John R. Potter James B. Quarles
Navin D. Seth
NOTE: You may line through the name of any individual nominee for
whom you wish to withhold your vote.
2. To approve the amendment of the Company's Articles of Incorporation
changing the name of the Company from "InfraCorps Inc." to "InfraCor".
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To ratify the selection by the Board of Directors of Goodman & Company,
L.L.P., independent certified public accountants, as auditors of the
Company and its subsidiaries for fiscal 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. The transaction of any other business which may properly come before
the meeting. Management at present knows of no other business to be
presented at the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH PROPOSAL.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title. If more than one fiduciary, all should sign. All joint
owners MUST sign.
Date: ____________________, 2000 _____________________________________
Signature
_____________________________________
Signature if held jointly
