<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 240.14a-11;
or 240.14a-12
POWERCOLD CORPORATION
---------------------
(Name of Registrant as Specified in its Charter)
NONE
----
(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.:
(3) Filing Party:
(4) Date Filed:
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POWERCOLD CORPORATION PHONE: 210 659-8450
103 GUADALUPE DRIVE FAX: 210 658-5675
CIBOLO, TEXAS 78108
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 10, 2000
To The Stockholders of PowerCold Corporation:
The Annual Meeting of Stockholders of PowerCold Corporation, a Nevada
Corporation, will be held at PowerCold Corporation, 103 Guadalupe Drive Cibolo,
Texas 78108 on Friday, November 10, 2000 at 2:00 P.M. Central time for the
following purposes:
1. To elect certain members of the Board of Directors
2. To transact such other business as may properly come before the annual
meeting or any adjournments thereof.
Stockholders of record at the close of business on October 1, 2000
are entitled to notice of and to vote at the meeting.
By order of the Board of Directors,
POWERCOLD CORPORATION
/s/ George C. Briley
George C. Briley,
Corporate Secretary
October 10, 2000 /Approximate Date of mailing to Stockholders
IMPORTANT: Whether or not you plan to attend the meeting, please execute and
return the enclosed proxy. A return envelope is enclosed for your
convenience. Prompt return of the proxy will assure a quorum and save the
Company unnecessary expense. At least ten (10) days before the meeting of
stockholders, a complete record of the stockholders of the Company entitled to
vote at such meeting, or any adjournment thereof, will be on file at the place
of business of the Company at 103 Guadalupe Drive Cibolo, Texas 78108 and
shall be produced and kept open at the time and place of the meeting. During
all times referred to above, the records shall be subject to the inspection
of any shareholder for the purposes of the meeting.
<PAGE>
POWERCOLD CORPORATION
103 GUADALUPE DRIVE
CIBOLO, TEXAS 78108
(210) 659-8450
PROXY STATEMENT
RELATING TO
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 10, 2000
INTRODUCTION
This Proxy Statement is being furnished by the Board of Directors of
PowerCold Corporation a Nevada corporation (the "Corporation"), to holders of
shares of the Corporation's Common Stock ("Common Stock") in connection with
the solicitation by the Board of Directors of proxies to be voted at the
Annual Meeting of Shareholders of the Corporation to be held on Friday,
November 10, 2000 and any adjournment or adjournments thereof (the "Annual
Meeting") for the purposes set forth in the accompanying Notice of the Annual
Meeting. This Proxy Statement is first being mailed to shareholders on or
about October 10, 2000. The Annual 10-K Report of the Company for the year
ending December 31, 1999 will be mailed to stockholders . Such Annual Report
does not form any part of the material for solicitation of proxies.
PURPOSES OF ANNUAL MEETING
ELECTION OF DIRECTOR
At the Annual Meeting, shareholders entitled to vote (see "Voting at Annual
Meeting") will be asked to consider and take action on the election of three
directors to the Corporation's Board of Directors to serve for a three year
term. See "Election of Directors."
OTHER BUSINESS
To transact other matters as may properly come before the annual meeting or
any adjournment or adjournments thereof.
VOTING AT ANNUAL MEETING
GENERAL
The close of business on the Record Date of October 1, 2000 has been fixed as
the record date for determination of the shareholders entitled to notice of, and
to vote at, the Annual Meeting (the "Record Date"). As of the Record Date,
there were issued and outstanding 11,667,383 shares of Common Stock entitled
to vote. A majority of such shares will constitute a quorum for the transaction
of business at the Annual Meeting. The holders of record on the Record Date of
the shares entitled to be voted at the Annual Meeting are entitled to cast
one vote per share on each matter submitted to a vote at the Annual Meeting.
All action proposed herein may be taken upon a favorable vote of the holders of
a majority of such shares of Common Stock represented at the Annual Meeting
provided a quorum is present at the meeting in person or by proxy.
PROXIES
Shares of Common Stock which are entitled to be voted at the Annual Meeting and
which are represented by properly executed proxies will be voted in accordance
with the instructions indicated in such proxies. If no instructions are
indicated, such shares will be voted: (1) FOR election of the individuals to the
<PAGE>
Corporation's Board of Directors, (2) AT the discretion of the proxy holder,
any other matters which may properly come before the Annual Meeting. A
shareholder who has executed and returned a proxy may revoke it at any time
before it is voted at the Annual Meeting by executing and returning a proxy
bearing a later date, by giving written notice of revocation to the
Secretary of the Corporation, or by attending the Annual Meeting and voting in
person. A proxy is not revoked by the death or incompetence of the maker
unless, before the authority granted thereunder is exercised, written notice of
such death or incompetence is received by the Corporation from the executor or
administrator of the estate or from a fiduciary having control of the shares
represented by such proxy.
The indication of an abstention on a proxy or the failure to vote either by
proxy or in person will be treated as neither a vote "for" nor "against" the
election of any director. Each of the other matters must be approved by the
affirmative vote of a majority of shares present in person or represented by
proxy at the meeting and entitled to vote. Abstention from voting will have the
practical effect of voting against these matters since it is one less vote for
approval. Broker non-votes, shares held by brokers or nominees for the accounts
of others as to which voting instructions have not been given, will be treated
as shares that are present for determining a quorum, but will not be counted
for purposes of determining the number of votes cast with respect to a
proposal. Brokers and nominees, under applicable law, may vote shares for which
no instructions have been given in their discretion in the election of
directors.
The Corporation will bear all the costs and expenses relating to the
solicitation of proxies, including the costs of preparing, printing and
mailing this Proxy Statement and accompanying material to shareholders. In
addition to the solicitation of proxies by use of the mails, the directors,
officers, and employees of the Corporation, without additional compensation, may
solicit proxies personally or by telephone or telegram.
1. ELECTION OF DIRECTORS
It is intended that the proxies solicited hereby will be voted for election of
the nominees for directors listed below, unless authority to do so has been
withheld. The Board of Directors knows of no reason why its nominees will be
unable to accept election. However, if the nominees become unable to accept
election, the Board will either reduce the number of directors to be elected or
select substitute nominees. If substitute nominees are selected, proxies will be
voted in favor of such nominees.
The nominees for Directors whose terms, if elected, will expire in 2003 and
certain additional information with respect to the nominees are as follows:
NOMINEE'S NAME, POSITION WITH THE COMPANY, PRINCIPAL OCCUPATION(S), OTHER
DIRECTORSHIPS, AGE, AND OWNERSHIP:
FRANCIS L. SIMOLA: Mr. Simola, 61, has been Chairman, President and Chief
Executive Office of PowerCold Corporation since the Company's inception in
January 1993. Mr. Simola's background and experience includes; over 28 years in
the computer industry with positions in various marketing and management
operations with Unisys Corporation, formerly Burroughs Corporation; over 15
years as a consultant and principal in various high-tech companies. Mr. Simola
is the founder and president of Simco Group Inc., a private investment company
that controls a major interest in PowerCold. Simco provides services consisting
of financing, marketing and management consulting for small technical start-up
<PAGE>
companies that have proven specialized niche products. Mr. Simola is a graduate
of Peirce Business College with a degree in Marketing and Management, and
attended Villanova University and Drexel University Evening College for
additional course studies in Finance and Business Administration.
Shares Beneficially Owned* 2,205,096
Percent of Class: 18.9
A Director Since: 1993
* Shares beneficially owned do not include options to acquire 995,879 shares of
Common Stock granted on 2/7/98, 7/10/98 and 10/1/99.
GEORGE C. BRILEY: Mr. Briley, 75, has been a director of the PowerCold
Corporation since September 1994. Mr. Briley is Chief Technology Office of
PowerCold and President of RealCold Products, Inc. and Technicold Services,
Inc., wholly owned subsidiary companies PowerCold. Mr. Briley has over
forty-seven years experience in engineering and marketing in the refrigeration
industry. After receiving his BSEE at Louisiana Polytechnic University, Summa
Cum Laude, Mr. Briley was employed by York Corp. for twelve years, where he
attended the York Engineering Training Program. At York he served as a Project
Engineer and Sales Manager prior to management positions as a Branch Manager and
Regional Manager. He then served with Frick Company for two years as Field Sales
Manager. Mr. Briley was employed for thirteen years with Lewis Refrigeration
Company, as Vice President and Board Member; and fifteen years with
Refrigeration Engineering Corp. (RECO), as Vice President, Marketing and
Research and Board Member. While serving Lewis and RECO, he helped build the
companies into multi million dollar organizations, where they designed,
engineered, manufactured, installed and serviced industrial refrigeration
systems. Mr. Briley holds four US patents, and is a Registered Professional
Engineer in five states. He is the author of many articles and papers regarding
all aspects of industrial refrigeration. His services on professional
organizations include; Founding President of the International Institute of
Ammonia Refrigeration (IIAR); Fellow in American Society of Heating
Refrigeration and Air Conditioning Engineers (ASHRAE), fellow and life member;
Chairman and member of many committees, and a member at present of the
ANSI-ASHRAE 15-1993 "Safety Code for Air Conditioning and Refrigeration".
Shares Beneficially Owned* 634,602
Percent of Class: 5.4
A Director Since: 1994
* Shares beneficially owned do not include options to acquire 354,100 shares of
Common Stock granted on 2/7/98 and 10/1/99.
H. JACK KAZMAR: Mr. Kazmar, 68, has been a director of the PowerCold since
October 1998, and is President of Rotary Power Enterprise, Inc. and Alturdyne
Energy Systems, Inc., wholly owned subsidiary companies PowerCold. R. Kazmar
was the Marketing Consultant with Rotary Power International, Inc. from 1993 -
1997. Mr. Kasmar has had more than 30 years experience in the commercial
heating, ventilation and air conditioning equipment industry. Mr. Kazmar
previously worked at ICC as Vice President of Sales and Marketing for five
years. From 1981 until 1969, Jack Kasmar was President and co-founder of
Skil-Aire Corporation, a manufacturer of standardized commercial heating,
ventilation and air conditioning products. From 1971 to 1981, Mr. Kasmar served
in a number of positions of increasing responsibility at Fedders Corporation,
including General Manager of Residential and Commercial Products Division and
Airtemp Applied. Prior to joining Fedders, he held various positions with
Worthington Corporation in direct sales and field management in NYC, Washington
D. C., Baltimore and Philadelphia areas. Jack Kasmar holds a Bachelor of
Science - Mechanical Engineering from Lafayette College in Easton, PA.
<PAGE>
Shares Beneficially Owned* 162,000
Percent of Class: 1.4
A Director Since: 1998
* Shares beneficially owned do not include options to acquire 504,579 shares
of Common Stock granted on 2/7/98, 6/1/99 and 10/1/99.
MANAGEMENT RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE NOMINEES TO THE BOARD
OF DIRECTORS OF THE COMPANY
2. OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not aware of
any matters that will be presented for action at the Annual Meeting other than
those described above. Should other business properly be brought before the
Annual Meeting, it is intended that the accompanying Proxy will be voted thereon
in the discretion of the persons named
as proxies.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 1, 2000, the amount and
percentage of the Common Stock of the Company, which according to information
supplied by the Company, is beneficially owned by each person who, to the best
knowledge of the Company, is the beneficial owner (as defined below) of more
than five (5%) of the outstanding common stock.
<TABLE>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE OWNERSHIP
BENEFICIAL OWNER(1) OF COMMON STOCK OF COMMON STOCK
BENEFICIALLY OWNED OUTSTANDING
-------------------------------- -------------------- ---------------------
<S> <C> <C>
George C. Briley (2) 652,602 5.59%
17 Pembroke Lane
San Antonio, TX. 78240
H. Jack Kazmar (3) 162,000 1.39%
36 West Beechcroft Road
Short Hills, NJ 07078
Francis L. Simola and (4) 1,058,596 9.07%
Veronica M. Simola
9408 Meadowbrook Ave.
Philadelphia, Pa. 19118
Simco Group, Inc. (5) 1,146,500 9.83%
650 Sentry Parkway, Ste.1
Blue Bell, PA. 19422
Intermagnetics General Corporation 1,354,786 11.61%
450 Old Niskayuna Road
Latham, NY 12110
</TABLE>
(1) Under Rule 13d-3, issued by the Securities and Exchange Commission, a
person is, in general, deemed to "Beneficially own" any shares if such person
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares (a) voting power, which includes the
power to vote or to direct the voting of those shares and/or (b) investment
power, which included the power to dispose, or to direct the disposition of
those securities. The foregoing table gives effect to shares deemed beneficially
owned under Rule 13d-3 based on the information supplied to the Company. The
persons named in the table have sole voting power and investment power with
respect to all shares of Common Stock beneficially owned by them.
<PAGE>
(2) The beneficial owner listed above has stock options giving the right to
acquire 354,100 shares of PowerCold Corporation Common Stock.
(3) The beneficial owner listed above has been granted options to acquire
504,579 shares of PowerCold Corporation Common Stock
(4) The beneficial owner listed above has been granted options to acquire
995,879 shares of PowerCold Corporation Common Stock
(5) Simco Group Inc., a Nevada Corporation, is wholly owned (100%) by
Francis L. Simola and Veronica M. Simola.
REMUNERATION OF EXECUTIVE OFFICERS
(a) Named Executive Officers
The Corporation's named executive officers are: Frank L. Simola, President and
Chief Executive Officer ; George C. Briley, Secretary , Treasurer and Chief
Technology Officer; and H. Jack Kazmar, Chief Operating Officer.
(b) Summary Compensation Table
Executive officers the Company receive no salary and no other compensation and
benefits.
On March 31, 1999, Frank L. Simola/Simco Group received 120,000 shares of common
stock for services rendered the Company in 1999. Mr. Simola has accumulated
options to acquire 995,879 shares of Common Stock for services and funding
rendered the Company previously granted on 2/7/98, 7/10/98 and 10/1/99.
All options are for three years at $0.50 per share.
Frank L. Simola/Simco Group, Inc. received $60,000 related to payment due for
operating expenses, which has accumulated into loans due Simco Group, Inc. for a
total due of $365,254.00 loaned the Company to date.
George C. Briley received less than $50,000 consulting services compensation
from Technicold Services, Inc. for 1999. Mr. Briley has accumulated options
to acquire 354,100 shares of Common Stock for services and funding rendered the
Company, previously granted on 2/7/98 and 10/1/99. All options are for three
years at $0.50 per share.
H. Jack Kazmar received less than $30,000 consulting services compensation from
Rotary Power Enterprises, Inc. for 1999. Mr. Kazmar has accumulated options to
acquire 504,579 shares of Common Stock for services and funding rendered the
Company, previously granted on 2/7/98, 6/1/99 and 10/1/99. All options are
for three years at $0.50 per share.
The information specified concerning the compensation of the named executive
officers for each of the Registrant's last three completed fiscal years
provided in the following Summary Compensation Table.
<PAGE>
<TABLE>
Summary Compensation Table
---------------------------------------------------------------------------------------
Long-Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
------------------------------------------- ---------------------- ------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other Restricted Securities
and Annual Stock Underlying LTIP All Other
Principal Year Salary Bonus Comp. Awards Options Payouts Comp.
Position ($) ($) ($) ($)(1)(2) (#) ($) ($)
-------------- ---- ------ ----- ------ ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Frank Simola 1999 0 0 0 120,000 545,879 0 0
President 1998 0 0 0 125,000 450,000 0 0
CEO 1997 0 0 0 0 0 0 0
George Briley 1999 0 0 0 0 204,100 0 0
Sec/Tres 1998 0 0 0 5,000 150,000 0 0
CTO 1997 0 0 0 0 0 0 0
H Jack Kazmar 1999 0 0 0 0 254,579 0 0
COO 1998 0 0 0 52,000 150,000 0 0
1997 0 0 0 0 0 0 0
</TABLE>
(1) Restricted stock awarded to Simco Group, Inc./F. Simola for consulting and
funding services.
(2) Restricted stock awards includes directors fees.
The information specified concerning the stock options of the named executive
officers during the fiscal year ended December 31, 1999 is provided in the
following Option Grants in the Last Fiscal Year Table:
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants (1)
----------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Name Number of Securities % of total Options Exercise or Expiration
Underlying Options granted to employees or base price Date
Granted in fiscal year $/share
-------------- --------------------- -------------------- ------------- ------------
<S> <C> <C> <C> <C>
Frank Simola 545,879 20.88% 0.50 10/1/02
George Briley 204,100 7.81% 0.50 10/1/02
H Jack Kazmar 254,579 9.74% 0.50 10/1/02
</TABLE>
(1) This table does not include Stock Options granted previously.
The information specified concerning the stock options of the named executive
officers during the fiscal year ended December 31, 1999 is provided in the
following Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Options Values Table:
<PAGE>
<TABLE>
AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR
Individual Grants (1)
-----------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Name Number of Value Number of securities Value of unexercised
Shares realized underlying unexercised in-the-money options
Acquired on Options at fiscal year- at fiscal year-end
Exercise end (# exercisable/ (# exercisable/
unexercisable) unexercisable)
-------------- ------------- ----------- ----------------------- --------------------
<S> <C> <C> <C> <C>
Frank Simola 0 0 995,879/0 479,940/0
George Briley 0 0 354,100/0 177,050/0
H Jack Kazmar 0 0 404,579/0 202,290/0
</TABLE>
The Company does not currently have a Long Term Incentive Plan ("LTIP")
CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1999 the Board of Directors held
eight meetings. All directors attended the meetings either physically or via
teleconference.
COMMITTEES
There are no Compensation, Audit or Nominating Committees.
RELATED PARTY TRANSACTIONS
Simco Group, Inc., a wholly owned affiliate of Francis L Simola, CEO of the
Company has financed the Company on several occasions since the Company's
inception. Simco Group has never received or requested payment of any interest
from the Company for providing said financing. Management believes that without
the continuous financial support of Simco Group, the Company would never have
remained in business. For the year 1999, Simco Group, Inc., provided loans of
$365,254.00 to the Company. Net total of loans from Simco Group, Inc to the
Company is $398,796.21 as of June 30, 2000.
COMPENSATION OF DIRECTORS
Compensation is limited to $2,500.00 annually paid in restricted company stock
for director services rendered the Company. No director compensation was paid
in 1999.
SHAREHOLDER PROPOSALS AND OTHER MATTERS
The Corporation's next annual meeting is scheduled for October 1, 2001.
A Stockholder who desires to have a qualified proposal considered for inclusion
in the Proxy Statement for that meeting must notify the Secretary of the terms
and content of the proposal no later than March 30, 2001. The Corporation's
By-Laws outline the procedures including notice provisions, for stockholder
nomination of directors and other stockholder business to be brought before
stockholders at the Annual Meeting. At the time of submission of such proposal
a stockholder must have been of record or beneficial owner of at least 1% of
the outstanding shares or $1,000 worth of stock in the Corporation, and have
held such stock for at least one year and through the date on which the meeting
is held. A copy of the pertinent By-Law provisions are available upon written
request to the Secretary of the Corporation.
<PAGE>
FORM 10-KSB
Any shareholder of record may obtain a copy of the Corporation's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1999 (the "Form
10-KSB"), without cost, upon written request to the Secretary of the
Corporation. The Form 10-KSB is not part of the proxy solicitation material
for the Annual Meeting. Additionally, the Securities and Exchange Commission
maintains a web site that contains reports and other information at the
following address: http://www.sec.gov.
Company financial reports and product information may also be accessed at the
Company's Internet Web Site at http://www.powercold.com. Information on our
website does not form any part of the material for solicitation of proxies.
By Order of the Board of Directors
/s/ George C. Briley Date: October 10, 2000
----------------------- ------------------------
George C. Briley
(This space left intentionally blank.)
<PAGE>
(FORM OF PROXY CARD, INFORMATION ON FRONT SIDE)
PROXY
POWERCOLD CORPORATION
103 GUADALUPE DRIVE,
CIBOLO, TEXAS 78108
(509) 735-9092
(PROXY GRAPHIC)
The undersigned hereby revokes all proxies for his stock and appoints George C.
Briley, with power of substitution, to represent and to vote on behalf of the
undersigned all of the shares of PowerCold Corporation, which the undersigned is
entitled to vote at the Annual Meeting of the Shareholders to be held at
PowerCold Corporation, 102 Guadalupe Drive, Cibolo Texas, 78108, on Friday,
November 10, 2000 at 2:00 P.M. central time, including any adjournments there
of.
1. Election of Directors
Frank L. Simola _____ For _____ Against _____ Abstain
George C. Briley _____ For _____ Against _____ Abstain
H. Jack Kazmar _____ For _____ Against _____ Abstain
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S
NAME IN THE SPACE PROVIDED BELOW.
2. In his discretion the proxy is hereby authorized to vote upon such other
matters as may properly come before the meeting>
_____ For _____ Against _____ Abstain
(FORM OF PROXY CARD, INFORMATION ON BACK SIDE)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. WHEN PROPERLY
EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS
1 AND 2.
Please sign exactly as your name appears on the proxy. When shares are held by
join tenants, both should sign. When signing as attorney, as executor,
administrator, trustee, or guardian, please give title as such. If a
corporation, please sign in corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
Company Name: _______________________________
Signature ___________________________________
Signature ___________________________________
Date: _______________________________________
