<PAGE>
GLOBAL ENVIRONMENTAL CORP.
BEDMINSTER INDUSTRIAL PARK
UNIT 1 APPLE TREE LANE
P.O. BOX 1300
PLUMSTEADVILLE, PENNSYLVANIA 18949-1300
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 10, 1996
To our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of GLOBAL ENVIRONMENTAL CORP. (the "Company") to be held on Monday, June 10,
1996, at 10:00 a.m. at the offices of GLOBAL ENVIRONMENTAL CORP., Bedminster
Industrial Park, Unit 1 Apple Tree Lane, Plumsteadville, Pennsylvania, for
the following purposes:
1. To elect three directors to serve until the next annual meeting
of shareholders;
2. To approve auditors for the current fiscal year; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 24, 1996
will be entitled to notice of and to vote at the Annual Meeting.
If you do not expect to attend the Annual Meeting in person but wish to
have your shares voted, please promptly sign, date and mail the enclosed
proxy in the envelope provided in order that your shares may be represented
at the Annual Meeting.
By Order of the Board of Directors,
Russell G. Cleveland
Acting Chairman of the Board
Date: April 25, 1996
GLOBAL ENVIRONMENTAL CORP.
BEDMINSTER INDUSTRIAL PARK
UNIT 1 APPLE TREE LANE
PLUMSTEADVILLE, PENNSYLVANIA 18949-1300
PROXY STATEMENT
This proxy statement is furnished to shareholders of GLOBAL
ENVIRONMENTAL CORP. (the "Company") in connection with the solicitation of
proxies on behalf of the Board of Directors of the Company for use at the
Annual Meeting of Shareholders to be held on Monday, June 10, 1996, at 10:00
a.m. at the offices of GLOBAL ENVIRONMENTAL CORP., Bedminster Industrial
Park, Unit 1 Apple Tree Lane, Plumsteadville, Pennsylvania, and at any
adjournments thereof.
The approximate date of mailing of this proxy statement and accompanying
proxy is April 24, 1996. If the enclosed form of proxy is duly executed and
returned, the shares represented will be voted in accordance with the
instructions marked on the proxy. Unmarked proxies will be voted "FOR" the
election of the directors named below, "FOR" approval of the auditors named
below and in the discretion of the person or persons voting such proxies upon
such other business as may properly be considered at the Annual Meeting or at
any adjournment thereof.
REVOCATION
Execution and delivery of the enclosed proxy will not affect the right
of any person to attend the Annual Meeting and vote in person. Any
shareholder who gives a proxy has the power to revoke it at any time before
it is voted by delivery of a written instrument of revocation or a duly
executed proxy bearing a later date to the Secretary of the Company or by a
request in person to the Secretary of the Company to return the executed
proxy. The presence of a shareholder at the Annual Meeting will not operate
to revoke a proxy, but the casting of a ballot by a shareholder who is
present at the Annual Meeting will revoke a proxy as to the matter on which
the ballot is cast.
COST OF SOLICITATION
The cost of soliciting proxies is being borne by the Company. In
addition to solicitation by mail, arrangements will be made with brokerage
houses and other custodians, nominees and fiduciaries to send proxies and
proxy statements to their principals, and the Company will reimburse them for
their expense in so doing. Officers, directors and employees of the Company
may solicit proxies in person or by telephone, but will not receive any
additional compensation therefor.
CHANGE IN OFFICERS
Mr. William Rice, President and Chief Executive Officer of Global
Environmental Corp. (GEC) has elected to resign in order to pursue other
interests. The Board of Directors appreciates his significant contribution
in the development and success of (GEC).
The Board appoints Mr. Lawrence P. Beer as the new President and Chief
Executive Officer effective immediately.
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors proposes the election of Lawrence P. Beer,
Russell G. Cleveland and W. Lee Pryor III to serve on the Company's Board of
Directors until the next Annual Meeting of Shareholders and until their
respective successors are duly elected and qualify. Although the holders of
the Series B Preferred Stock are entitled to vote as a separate class to
elect one director to the Board, Renaissance, the sole holder of the Series B
Preferred Stock, has advised the Company that it has elected to waive this
right with respect to the 1996 Annual Meeting.
The following table provides certain information concerning the
directors and sole executive officer of the Company.
PRESENT TERM DIRECTOR
NAME AGE POSITION EXPIRES SINCE
- ---- --- -------- ------------ --------
William V. Rice (57) President, Chief Executive 1996 1988
Officer & Treasurer(1)
Resigned 04-09-96
Lawrence P. Beer (59) President and Chief
Executive Officer(4)
W. Lee Pryor III (62) Director(2) 1996 1993
Russell G. Cleveland (57) Director(3) 1996 1991
(1) William V. Rice has been a director, the President, Chief Executive Officer
and Treasurer of the Company since August 1, 1988 and the acting Chief
Financial Officer of the Company since January 1994. From 1987 to 1988
Mr. Rice was involved in the start up of the Company. From 1986 to 1987
Mr. Rice served as Chairman and Chief Executive Officer of Filcon
Technology, Inc., and from 1979 to 1985 Mr. Rice was Vice President of
International Operations for U.S. Filter Systems Inc. Filcon
Technology, Inc. and U.S. Filter Systems Inc. engineer, manufacture and
market environmental pollution control equipment and systems using
filtration and conveying processes.
(2) W. Lee Pryor III was first elected to the Board of Directors in April 1993.
Mr. Pryor has owned and operated Corporate Investment Resources
Associates, a financial services company, since January 1995. Mr. Pryor
was Chairman of Prism Group, Inc., a diskette duplication manufacturing
company, from 1992 to January 1995. He also served as the Managing
Director of Warren Management Consultants, a consulting and executive
search firm, from 1990 to 1991. Mr. Pryor was Chief Executive Officer
of Manufacturing Solutions, Inc. (formerly Applicon Corporation), a
manufacturer of computer workstations and other electronic and computer
peripheral devices, from 1988 to 1990. Mr. Pryor is presently a member
of the Board of Trustees of Kent School, a member of the Board of The
National Defense University, and a Trustee of the Institute of
International Education. Mr. Pryor currently serves as a director of
World View, a multi-media CD ROM publisher, MacSimmum, a distributor of
Apple and MacIntosh add-on peripherals and Apollo III, an equity
investment company.
(3) Russell G. Cleveland, a chartered financial analyst, became a director of
the Company in April 1991. Mr. Cleveland has for the past five years
been a director, officer and shareholder of Renaissance Capital Group,
Inc., which is the managing general partner of Renaissance Capital
Partners, Ltd., a business development company, and Renaissance Capital
Partners II, Ltd., a business development company. Mr. Cleveland is a
director of Greiner Engineering, an engineering company, Unico, Inc., a
direct mail advertising company, International Movie Group, Inc., an
independent foreign distributor of American films, Biopharmaceutics,
Inc., a manufacturer of over-the-counter generic and prescription drugs,
and Renaissance Growth and Income Fund III, a closed-end investment
company.
(4) Lawrence P. Beer has 36 years of experience including 4 years in State
Government, 2 years as the first Environmental Director of a U.S.
electric utility, 5 years as a management consultant, and 23 years
starting up, turning around and/or managing environmental, engineering
and management consulting firms, computer/systems-software companies, an
electric utility, manufacturing operations and an entertainment center.
He has experience in developing a significant return on investment for
the shareholders of several successful U.S. companies.
If either Mr. Beer, Mr. Cleveland or Mr. Pryor becomes unavailable to
accept election as a director, the persons named in the enclosed proxy will
vote "FOR" the election of a substitute recommended by the Board of
Directors. The Company, however, has no reason to believe that any nominee
will be unavailable.
The Company's Board of Directors met two times during the fiscal year
ended October 31, 1995.
The Company does not have an audit, nominating or compensation committee
of the Board of Directors.
The Company pays a board meeting attendance fee of $750 plus
reimbursement of expenses to directors who are not employees of the Company.
Directors are elected by a plurality of the votes cast. Abstentions and
broker non-votes will not be treated as votes cast.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE ELECTION OF ITS NOMINEES
PROPOSAL 2. APPROVAL OF AUDITORS
The Board of Directors has selected the firm of Rudolph, Palitz,
independent public accountants, to audit the Company's accounts for the
fiscal year ending October 31, 1996. Rudolph, Palitz has audited the
Company's financial statements for the prior year.
It is expected that one or more representatives of Rudolph, Palitz will
be present at the Annual Meeting to answer appropriate questions and to make
a statement if they so desire. A majority of the votes cast is required for
approval of the auditors. Abstentions and broker non-votes will not be
treated as votes cast.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE APPROVAL OF RUDOLPH, PALITZ
AS THE COMPANY'S AUDITORS FOR FISCAL 1996
VOTING SECURITIES
The holders of the common stock of the Company are entitled to one vote
per share on all matters. The holders of the Company's 10% Cumulative
Convertible Senior Preferred Stock (the "10% Preferred Stock") and of the
Company's Series B Cumulative Convertible Senior Preferred Stock (the "Series
B Preferred Stock") are entitled to vote together as a single class with the
holders of the common stock on all matters submitted to the holders of the
common stock, with each holder of Preferred Stock entitled to one vote per
share of common stock into which each share of Preferred Stock is
convertible. The holders of the Series B Preferred Stock are also entitled
to vote as a separate class to elect one director to the Board of Directors,
but such right has been waived by the sole holder of the Series B Preferred
Stock with respect to the 1996 Annual Meeting.
Only shareholders of record at the close of business on April 24, 1996
(the "record date") will be entitled to notice of and to vote at the Annual
Meeting. The outstanding voting securities of the Company as of the record
date consisted of 2,416,941 shares of common stock, par value $.0001 per
share, 7,300 shares of 10% Preferred Stock, par value $.001 per share (which
are currently convertible into 1,460,000 shares of common stock), and 16,000
shares of Series B Preferred Stock, par value $.001 per share (which are
currently convertible into 3,200,000 shares of common stock). The presence
in person or by proxy of the holders of a majority of the Company's voting
securities will constitute a quorum at the Annual Meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of March 19, 1996, information
concerning the Company's common stock beneficially owned by (a) each person
or group known to the Company to be the beneficial owner of more than 5% of
the Company's voting securities, (b) each director and executive officer of
the Company, and (c) all directors and executive officers of the Company as a
group. The outstanding voting securities of the Company as of the record date
consisted of 2,369,565 shares of common stock, 7,550 shares of 10% Preferred
Stock (which are currently convertible into 1,510,000 shares of common
stock), and 16,000 shares of Series B Preferred Stock (which are currently
convertible into 3,200,000 shares of common stock), all of which vote
together as a single class on all matters submitted to the holders of the
Company's common stock except in certain limited instances. See "-Change in
Control." Except as otherwise indicated, each person named or included in a
group has sole voting and investment power with respect to his or its voting
securities.
NAME AND ADDRESS
OF BENEFICIAL OWNER BENEFICIAL PERCENT OF
OR IDENTITY OF GROUP OWNERSHIP COMMON STOCK(1)
- -------------------- ---------- ---------------
Renaissance Capital Partners, Ltd. 3,400,000(2) 58.9%
8080 N. Central Expressway
Suite 210-LB 59
Dallas, TX 75206-1857
William V. Rice, former Director 717,000(3) 27.9%
and Executive Officer
c/o Global Environmental Corp.
Unit 1 Apple Tree Lane
Plumsteadville, PA 18949
Russell G. Cleveland, Director 40,000(4) 1.7%
William L. Pryor III, Director 25,000(5) 1.0%
All executive officers and directors
as a group (three persons) 782,000(6) 30.1%
____________________
(1) Common Stock which is not outstanding but which a person has the right to
acquire within 60 days of the record date are considered as common stock
outstanding for purposes of computing the percentage of common stock owned by
such person, but such common stock is not deemed outstanding for purposes of
computing the percentage of common stock owned by any other person.
(2) Represents (i) 200,000 shares of common stock currently issuable upon
conversion of 1,000 shares of the Company's 10% Preferred Stock and (ii)
3,200,000 shares of common stock currently issuable upon the conversion of
16,000 shares of the Company's Series B Preferred Stock.
(3) Includes 200,000 shares of common stock issuable upon exercise of options
granted to Mr. Rice under the Company's Stock Option Plan.
(4) Does not include 3,400,000 shares of the Company's common stock issuable
to Renaissance Capital Partners, Ltd. upon the conversion of 1,000 shares of
the Company's 10% Preferred Stock and 16,000 shares of the Company's Series B
Preferred Stock described in note (2) above. Mr. Cleveland is a director,
officer and principal shareholder of Renaissance Capital Group Inc., the
managing general partner of Renaissance Capital Partners, Ltd., and may be
deemed to share voting and investment control over such shares.
(5) Represents 25,000 shares of common stock issuable upon exercise of
options granted to Mr. Pryor under the Company's Stock Option Plan.
(6) Includes 225,000 shares of common stock issuable upon exercise of
options granted under the Company's Stock Option Plan, but does not include
3,400,000 shares of common stock currently issuable upon the conversion of
the 10% Preferred Stock and the Series B Preferred Stock held by Renaissance
Capital Partners, Ltd. described in note (2) above, over which Mr. Cleveland
may be deemed to share voting and investment control.
All of the outstanding shares of the Company's Series B Preferred Stock
are beneficially owned by Renaissance Capital Partners, Ltd. Renaissance also
beneficially owns 1,000 shares (approximately 13%) of the Company's 10%
Preferred Stock. Mr. Cleveland, by virtue of his position at Renaissance
described in note 4 to the table, may be deemed to share voting and
investment control over all of the preferred stock owned by Renaissance. No
other director or officer of the Company owns any shares of the Company's 10%
Preferred Stock and the Company is not aware of any person holding more than
5% of the Company's 10% Preferred Stock.
CHANGE IN CONTROL
Renaissance Capital Partners, Ltd. ("Renaissance") acquired control of
the Company on December 31, 1994 pursuant to a Purchase Agreement with the
Company (the "Purchase Agreement") under which Renaissance exchanged
$1,600,000 principal amount of the Company's 12.5% Convertible Debentures
(the "Debentures") for 16,000 shares of the Company's Series B Preferred
Stock. The Company also issued Renaissance a 10% Term Note due December 31,
1997 in the principal amount of $211,635.40 (representing interest on the
Debentures accrued through September 30, 1994) and paid Renaissance $50,000
(representing interest on the Debentures from October 1, 1994 through
December 31, 1994). Prior to the exchange transaction, the Debentures were
convertible any time at the option of Renaissance, at a price of $.70 per
share, into approximately 2,285,714 shares of common stock of the Company.
Until the conversion of the Debentures into common stock, however,
Renaissance had no power to vote the shares of Common Stock into which the
Debentures were convertible.
As the holder of Series B Preferred Stock, Renaissance currently may
convert such shares into common stock at the rate of $.50 per share. The
terms of the Series B Preferred Stock provide that the holders of such shares
shall vote together as a single class with the holders of the common stock
and the 10% Preferred Stock on matters submitted to the vote of the common
stock holders (except as provided in the next paragraph), and the holders of
the Series B Preferred Stock are entitled to cast the number of votes equal
to the number of shares of common stock into which the shares of Series B
Preferred Stock are then convertible. Therefore, at current conversion
rates, 16,000 shares of Series B Preferred Stock and the 1,000 shares of 10%
Preferred Stock currently owned by Renaissance represent approximately 48% of
the voting power represented by the outstanding voting securities of the
Company.
In addition, the holders of the Series B Preferred Stock currently may
vote as a separate class on (i) the amendment of any of the terms of the
Series B Preferred Stock; (ii) the authorization, creation, issuance or sale
of any class or series of capital stock ranking senior to or on parity with
the Series B Preferred Stock as to dividends or liquidation preference; (iii)
the merger of the Company into, or consolidation of the Company with, or sale
of all or substantially all of the assets of the Company to, another person
or entity; (iv) any of the matters described in Section 9 of Exhibit A to the
Certificate of Amendment to the Certificate of Incorporation of the Company,
which specifies the terms of the Series B Preferred Stock; and (v) the
election of a majority of the Board of Directors of the Company if (1) all
shares of the Series B Preferred Stock have not been redeemed or converted by
October 31, 1999 or (2) a default occurs under the Purchase Agreement and
remains uncured for 12 consecutive months. The affirmative vote of the
holders of not less than sixty-six and two-thirds percent (66-2/3%) of the
outstanding shares of Series B Preferred Stock is necessary to authorize any
of the transactions referenced in this paragraph.
The Purchase Agreement entitles Renaissance, as the holder of all shares
of the Series B Preferred Stock, to elect one member of the Board of
Directors of the Company. Renaissance has advised the Company that it has
waived such right with respect to the 1996 Annual Meeting. Such right
survives as long as Renaissance holds shares of the Series B Preferred Stock
or unregistered common stock issued upon conversion of such preferred shares.
EXECUTIVE COMPENSATION
The Company's executive officers are appointed by the Board of Directors
and, except as described herein, hold office at the pleasure of the Board
until their successors are appointed and have qualified. The following table
sets forth certain information concerning the compensation paid or accrued by
the Company for services rendered during the past three fiscal years ended
October 31 by the Company's sole executive officer.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-------------------
COMMON STOCK
NAME AND UNDERLYING OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY OPTIONS COMPENSATION COMPENSATION
- ------------------ ---- ------ ------------ ------------ -----------
William V. Rice, 1995 $140,708 200,000 shares $7,547(1) $8,895(2)
former President & 1994 96,250 200,000 shares $7,547(1) $8,543(3)
Chief Executive 1993 60,625 200,000 shares $7,547(1) $8,114(4)
Officer
___________________
(1) Represents lease payments and automobile insurance paid by the Company
for a car provided for the use of Mr. Rice.
(2) Of the total $8,895 paid to Mr. Rice, the Company paid $7,181 (amount
based on two-thirds of the total cost of the policy) for term life insurance
on Mr. Rice in the amount of $1.5 million. The policy provides that the
Company will receive one-third of any proceeds from the policy and Mr. Rice's
beneficiary will receive two-thirds of any such proceeds. An additional
$1,714 was paid by the Company to the account of Mr. Rice as a matching
contribution under the Company's Tax Savings Investment Plan (the "TSIP").
(3) Of the total $8,543 paid to Mr. Rice, the Company paid $7,181 (amount
based on two-thirds of the total cost of the policy) for term life insurance
described in footnote (2) above. An additional $1,362 was paid by the
Company to the account of Mr. Rice as a matching contribution under the TSIP.
(4) Of the total $8,114 paid to Mr. Rice, the Company paid $7,181 (amount
based on two-thirds of the total cost of the policy) for term life insurance
described in footnote (2), above. An additional $933 was paid by the Company
to the account of Mr. Rice as a matching contribution under the TSIP.
During the Company's fiscal year ended October 31, 1995, the Company
adjusted the exercise price of stock options previously awarded to William
Rice, the Company's former President and Chief Executive Officer, through the
cancellation of outstanding options and the making of a replacement grant.
The table below sets forth certain information concerning the repricing of
options held by any executive officer of the Company that occurred at any
time during the last ten fiscal years of the Company, including the
re-pricing of Mr. Rice's options that occurred in fiscal 1995.
<TABLE>
<CAPTION>
Length of
Number of Market Original Original
Shares Price of Exercise Option Term
Underlying Shares at Price at New Remaining
Date of Options Time of Time Exercise at Date
Name Repricing Repriced Repricing of Repricing Price of Repricing
---- --------- ---------- --------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C>
William V. Rice 12/28/94 100,000 .25 1.27 .30 05/21/00
President & CEO 12/28/94 100,000 .25 0.48 .30 02/04/01
(former)
</TABLE>
On December 28, 1994, the Board of Directors approved the repricing of
all the employee stock options. The Company has experienced very difficult
times during the last several years and in order to retain and incentivize
Key personnel without incurring higher period expenses, it was decided to
reprice the option exercise price as per the current stock value.
The following table sets forth information concerning stock options
awarded to the former named executive officer during the Company's fiscal
year ended October 31, 1995. No stock appreciation rights were granted to
the named former executive officer in such year. The following table sets
forth certain information concerning the number of stock options held by the
named former executive officer as of October 31, 1995. No stock options were
exercised during the fiscal year ended October 31, 1995.
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options
at Fiscal Year-End(#) at Fiscal Year-End
------------------------------ ---------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
William V. Rice 200,000 0 12,000 (1) 0
________________
(1) Based upon the difference between the average closing stock price of the
Company's common stock on October 31, 1995 of approximately $.41 and the
exercise price of $.35 per share for options to purchase 100,000 shares of
common stock.
Mr. Rice had a five-year employment agreement expiring April 15, 1996,
which is automatically renewable for successive one-year terms, unless
otherwise canceled 60 days prior to the end of the initial term or any
successive term. The contract requires a salary of approximately $115,500 per
annum with an increase each year of not less than 5% of the prior year's
salary. The agreement provides for a bonus payment of up to 35% of base
compensation, the amount of which bonus will be based upon the realization by
the Company of certain levels of pre-tax income. Under the agreement, Mr.
Rice may elect to require the Company to provide life insurance for him in
the amount of up to $1,000,000. The agreement may be terminated by the
Company for certain events constituting "cause," upon death, or upon
disability. Upon disability, Mr. Rice would receive fifty percent of his
base salary for the remaining term of the agreement. Upon death, his
beneficiary would receive fifty percent of his base salary for a period of
twelve months. If the Company discharges Mr. Rice (other than a discharge
for "cause" or a discharge as a result of his disability) or if he terminates
the agreement because of the Company's breach, he is entitled to the salary
due him for the remaining term of the agreement and is entitled to continue
to receive employee benefits provided under the agreement through the end of
the then-current year. Effective April 9, 1996, Mr. Rice resigned his
position as Chairman of the Board, Chief Executive Officer and President.
The severance package and terms of payment are presently being negotiated.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Rice has personally guaranteed payment of up to $125,000 of the
Company's obligations under its bank credit facility.
On April 25, 1991, the Company issued to Renaissance a convertible
debenture (the "1991 Debenture") in the principal amount of $1,250,000 which
was then convertible into the Company's common stock at a conversion price of
$.90 per share. The 1991 Debenture bore interest at the rate of 12.5% per
annum. The principal of the 1991 Debenture was repayable in quarterly
installments of $40,000 each, beginning on July 1, 1994, and was payable in
full at maturity on March 31, 1998. The conversion price of the 1991
Debenture was reduced to $.70 per share in December 1992.
On December 30, 1992, the Company issued to Renaissance a second
convertible debenture in the amount of $350,000 (the "1992 Debenture"). The
1992 Debenture bore interest at an annual rate of 12.5%. The principal of
the 1992 Debenture was repayable in quarterly installments of $10,500 each,
beginning on July 1, 1994, and was payable in full at maturity on March 31,
1998. The 1992 Debenture was convertible into the Company's common stock at
a conversion price of $.70 per share.
On December 31, 1994, Renaissance exchanged the Debentures for 16,000
shares of the Company's Series B Preferred Stock. The Company also issued
Renaissance a 10% Term Note due December 31, 1996 in the principal amount of
approximately $211,635 for unpaid accrued interest on the Debentures and paid
Renaissance $50,000 (representing interest on the Debentures from October 1,
1994 through December 31, 1994). Renaissance currently may convert the
Series B Preferred Stock into 3,200,000 shares of the Company's common stock
at the rate of $.50 per share, subject to adjustment. See "PRINCIPAL
SHAREHOLDERS - Change in Control."
Renaissance may vote the Series B Preferred Stock together with the
holders of the common stock and the 10% Preferred Stock as a single class on
all matters submitted to the vote of the common stockholders, and is entitled
to cast the number of votes equal to the number of shares into which the
Series B Preferred Stock is then convertible. In addition, Renaissance, as
the sole holder of the Series B Preferred Stock, has the right to vote
separately as a class to elect one member of the Board of Directors and on
certain other matters.
SHAREHOLDER PROPOSALS
Shareholders wishing to submit proposals for inclusion in the Board of
Director's proxy statement for the next Annual Meeting of Shareholders must
submit their proposals to be received by the Company no later than December
7, 1996.
Management is not aware of any other business to be presented for
consideration at the Annual Meeting, but if any other business should arise
before the Annual Meeting, the persons named in the enclosed proxy will vote
on such business as management recommends.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
THE COMPANY HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ITS
ANNUAL REPORT ON FORM 10-K. SHAREHOLDERS WISHING TO RECEIVE A COPY OF THE
COMPANY'S 1995 FORM 10-K MAY RECEIVE IT WITHOUT CHARGE BY WRITING TO LAWRENCE
P. BEER, CHIEF EXECUTIVE OFFICER, GLOBAL ENVIRONMENTAL CORP., BEDMINSTER
INDUSTRIAL PARK, UNIT 1 APPLE TREE LANE, PLUMSTEADVILLE, PENNSYLVANIA
18949-1300.
The Company's Annual Report to Shareholders for the fiscal year ended
October 31, 1995, accompanies this Proxy Statement. The Annual Report to
Shareholders is neither proxy soliciting material nor a communication with
respect to a solicitation.
By Order of the Board of Directors,
Russell G. Cleveland
Acting Chairman of the Board
<PAGE>
GLOBAL ENVIRONMENTAL CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints RUSSEL G. CLEVELAND the proxy of the
undersigned, with full power of substitution, to vote as indicated below all
voting securities of GLOBAL ENVIRONMENTAL CORP. held of record by the
undersigned on April 24, 1996 date at the Annual Meeting of Shareholders of
GLOBAL ENVIRONMENTAL CORP. to be held at the offices of GLOBAL ENVIRONMENTAL
CORP., Bedminster Industrial Park, Unit 1 Apple Tree Lane, Plumsteadville,
Pennsylvania on June 10, 1996 at 10:00 a.m., and any and all adjournments
thereof. This proxy revokes previously given.
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below) / / all nominees listed below / /
LAWRENCE P. BEER, RUSSELL G. CLEVELAND, W. LEE PRYOR III
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE OUT THAT NOMINEE'S NAME.
2. PROPOSAL: To ratify the appointment of Rudolf, Palitz as the Company's
auditors.
/ / FOR / / AGAINST / / ABSTAIN
3. To vote, in his discretion, upon such other business as may properly come
before the Annual Meeting or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
UNLESS OTHERWISE INDICATED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
MANAGEMENT NOMINEES, "FOR" PROPOSAL 2, AND OTHERWISE AT THE DISCRETION OF THE
PROXY.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY.
/ / I plan to attend the Annual Meeting. Dated: ,1996
---------------------
---------------------------
---------------------------
Signature of Shareholder(s)
Please sign exactly as your name
or names appear on this proxy.
Joint owners should both sign.
Executors, administrators,
trustees, guardians, attorneys
and other signing in a
representative capacity should
give their full title.
Corporations or partnerships
should sign the full corporate
or partnership name by a duly
authorized officer or person.
