ISO BLOCK PRODUCTS USA, INC.
8037 S. Datura Street
Littleton, Colorado 80120
Tel. (303) 795-9729
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INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND RULE 14F-1 THEREUNDER
This information statement is filed with the Securities and Exchange
Commission ("SEC") by Iso Block Products, Inc, a Colorado Corporation (the
"Company") pursuant to Section 14(f) of the Securities Exchange Act of 1934 and
Rule 14f-1 of the SEC thereunder. This Information Statement is being filed in
connection with the designation of certain persons as directors of the Company
pursuant to an Agreement and Plan of Reorganization dated as of April, 25, 2000
(the "Agreement"), among the Company, Cryocon, Inc., a Utah corporation
("Cryocon") and all of the shareholders of the Cryocon (the "Cryocon Holders").
This document amends the information statement dated July 21, 2000 previously
filed by the Company with the SEC.
The Agreement provides that at the closing under the Agreement (the
"Closing"), the Cryocon Holders will sell and transfer to the Company all of the
11,000,000 shares of Cryocon common stock held by them (the "Cryocon Shares");
and in exchange, the Company will issue and deliver a total of 44,000,000 shares
of its authorized common stock, $.0001 par value per share (the "New Shares") to
the Cryocon Holders in proportion to their respective ownership of the Cryocon
Shares. This exchange of shares as contemplated in the Agreement is sometimes
referred to below as the "Exchange." The Cryocon shareholders will receive four
(4) of the Company's New Shares for every Cryocon Share that the Cryocon Holder
held immediately prior to the Exchange. Cryocon will become a wholly owned
subsidiary of the Company as a result of the Exchange. Colorado law does not
require approval of the Exchange by the Company's shareholders, and such
approval will not be sought.
The Exchange is anticipated to be treated as a tax-free reorganization
under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and
the Company expects to account for its acquisition of Cryocon using the purchase
method of accounting.
In order to receive a stock certificate evidencing New Shares, stockholders
of the Company will be provided with a Letter of Transmittal to be completed and
executed by each stockholder and returned to the Company at the address
specified in the Letter of Transmittal.
The Agreement provides that upon closing the Exchange, Robert W. Brunson,
Debra Brunson, Harry Brunson, and Randy Sant (the "Designees") will become
directors of the Company; and Egin Bresnig, Dean Wicker and Karin S. Kuhbander
will cease to be directors. Immediately following the Closing, the Designees
will constitute all of the directors of the Company.
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Immediately following the Closing, the Company will have issued and
outstanding approximately 48,995,730 shares of common stock, 5,930 shares of
Series A Preferred Stock, and Options entitling the holders to purchase an
aggregate of 1,500,000 shares common stock. In addition, Cryocon has debentures
issued and outstanding in the aggregate principal amount of $3,814,727.00, and
the Agreement provides that all principal and interest amounts owed under the
debentures shall be convertible, immediately following the Closing into shares
of the Company's common stock.
Robert W. Brunson, currently the major shareholder of Cryocon, will hold a
majority of the Company's issued shares, and a majority of Company's voting
power, immediately following the Closing. Mr. Brunson will serve as Director,
Chairman of the Board, and President, and will hold directly 40,900,000 (83.6%)
of the issued and outstanding shares of common stock, and will indirectly hold
an additional 2,000,000 shares of common stock in the name of his wife, Debra
Brunson (an additional 4%), for an aggregate of approximately 87.6% of the
Company's issued and outstanding common stock.
Other than as disclosed in this Information Statement, there is no
arrangement or understanding between the Company (or any of its directors or
officers) and any other person pursuant to which such person was or is to be
selected as a director or officer. The directors and officers are expected to
devote their time to the Company's affairs on an "as needed" basis, but are not
required to make any specific portion of their time available to the Company.
NAME CHANGE. The Agreement also sets forth that, as soon as reasonably
possible following the Closing, a special meeting of the Company's shareholders
shall be called for the purpose of voting upon a change of the Company's name to
Cryocon Inc. or a substantially similar name. The Cryocon Holders have all
agreed to vote their shares of the Company received as part of the Exchange in
favor of the name change.
REVERSE SPLIT. Pursuant to the terms of the Agreement, following the
Closing, the Company's common stock will undergo a 1:4 reverse split pursuant to
which every common share of the Company's then issued and outstanding shall be
changed into one-fourth (1/4th) of a common share (the "Reverse Split"). In
conjunction with the Reverse Split, the number of common shares authorized shall
be increased so that 50,000,000 common shares shall be authorized and available
after giving effect to the Reverse Split. Such a reverse split and increase in
the number of authorized Common Shares will have to be approved by the Company's
shareholders.
SUBSEQUENT WARRANT DISTRIBUTION. At or about the time of the Reverse Split,
the Company will distribute to persons who are shareholders of the Company
immediately prior to the Closing (or their successors) rights or warrants
permitting each holder to purchase up to three shares of common stock of the
Company for each share held by them immediately following the Initial Reverse
Split. These rights or warrants will be exercisable at a formula that results in
an exercise price of eighty percent (80%) of the Market Price on the date of
exercise, Market Price being defined as the closing sale price on the date of
exercise; but not less than $2.00 per share. Prior to distribution, such rights
or warrants and the common stock purchasable upon the exercise of the rights or
warrants shall have been registered under the Securities Act of 1933,as amended
(the "Act") on an appropriate form.
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PROHIBITION OF SUBSEQUENT REVERSE SPLITS. For a period of two years
following the Closing, the Company, pursuant to the terms of the Agreement, will
not effect a "prohibited recapitalization." A "prohibited recapitalization" is
defined as a reverse split, other than the initial reverse split mentioned
above, or a combination of the Company's common shares, including any merger,
stock exchange or other reorganization which has the effect of changing any
issued and outstanding common share of the Company into less than one common
share; provided, that the term "prohibited recapitalization" does not include
any cancellation, partial cancellation or readjustment of shares issued by the
Company in the normal course of business which relates only to shares issued
after the Closing Date and not to all common shares of the Company then issued
and outstanding. The former Cryocon Shareholders expressly agree that, during
the two years, they will not vote for or support any prohibited recapitalization
nor grant a proxy or other voting right to a person other than a Cryocon Holder
to vote at any meeting or act by written consent on a proposal to effect a
prohibited recapitalization, and will affirmatively oppose any attempt to effect
a prohibited recapitalization during the two years, unless approved.
INFORMATION CONCERNING CRYOCON
GENERAL INFORMATION
Cryocon is a privately held corporation organized under the laws of the
State of Utah in October 1999. Cryocon's authorized capital stock consists of
20,000,000 shares of common stock, with no par value, of which 11,000,000 shares
have been issued and are outstanding, and no shares of Preferred Stock are
authorized. All of the Cryocon Shares have been duly authorized, validly issued,
and are fully paid and nonassessable. Cryocon has issued convertible debentures
(the "Cryocon Debentures") in the aggregate principal amount of $2,864,731.00.
The Cryocon Debentures are convertible into approximately 7,602,251 shares of
the common stock of the Company, after the Closing. Additionally, immediately
upon closing of the Merger between ISO Block, USA and Cryocon, Inc., Cryocon
will issue an additional debenture for the payment of $1,000,000.00: $500,000.00
upon closing; and, $500,000.00 within 30 days of closing. This debenture is
convertible into 333,333.33 shares of common stock.
CRYOCON'S BUSINESS
Cryocon, Inc. was organized to provide deep cryogenic tempering of
materials to relieve stress and enhance durability and wear. Deep cryogenic
tempering is a process which includes the application of extremely low
temperatures (apx-300F) utilizing a computer controlled process. On November 10,
1999, Mr. Brunson executed an agreement to purchase Cryo-Accurizing Division and
the Tri-Lax Process from 300 Below Inc. for approximately $449,000 in cash, of
which a portion was paid as a down payment and the balance evidenced by a
promissory note. On December 10, 1999, Cryocon acquired Cryo-Accurizing Division
and the Tri-Lax Process from Robert W. Brunson along with Mr. Brunson's
interests in a patent on the Cryo-Accurizing Division, for a combination of cash
and a debenture for Cryocon stock, and Cryocon also assumed the obligation to
pay the remaining balance of approximately $180,000.00 under the note to 300
Below Inc.
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Mr. Brunson developed both the Cryo-Accurizing Division and the Tri-Lax
Process while an employee of 300 Below, Inc. and was a co-holder of the patent
on the Cryo-Accurizing Division, which was awarded on February 2, 1999.
The Cryo-Accurizing Division and the Tri-Lax Process are the components of
the patented process that Cryocon uses to perform deep cryogenic tempering,
material stabilization and stress relief to firearms to improve accuracy,
longevity and increase ease of cleaning. The Tri-Lax Process is a combination of
cryogenic, electromagnetic and sonic treatment. The Cryo-Accurizing Division is
one of many projects and divisions of Cryocon.
Cryocon currently has the capability to provide its customers with Deep
Cryogenic Processing in its facilities in Utah. The process can be used for
treating tooling (drill bits, dies, and punches), wear parts (forming dies,
extrusion equipment, and hammer mills), and many other items including motor
parts, razor blades, firearms, pantyhose, musical instruments, and softball
bats. Cryocon's process has numerous applications in the aerospace, mining,
energy, electronic, medical and manufacturing industries.
In addition, Cryocon intends to manufacture cryogenic processors, which are
machines used to cryogenically treat materials. The cryogenic processors can be
custom designed to the purchasers' specifications. Cryocon also intends to
manufacture a tabletop cryogenic processor.
MARKET POSITION AND COMPETITION
There are several cryogenic companies. Most are small, under-capitalized
companies. Of these companies, only approximately six have any measurable sales,
and those sales only range from approximately $250,000 to $650,000 per year.
Many of these companies either perform cryogenic processing or sell cryogenic
processors. A few provide both services.
Cryocon believes that its products and services can outperform its
competitors in virtually all situations, and provide its customers with a
superior product. First, Cryocon will provide its customers with custom
processors to their specifications. Cryocon's research indicates that the
performance and flexibility of its processors is superior to anything on the
market today, and provides more features and have superior performance to its
competitor's products.
Cryocon's competitors have the advantage of proximity to their customers.
Cryocon's management intends to overcome this disadvantage through its
knowledgeable sales force, and a management and staff with a superior
understanding of the technology of the cryogenic process and the eventual
placement of processing facilities strategically located across the United State
and abroad.
Cryocon also anticipates that it will expand by providing franchises.
Cryocon plans to provide each franchise with extensive training, technical
support and consistent follow-through.
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To promote its sales, Cryocon intends to advertise in major trade journals
and magazines, such as Advanced Materials & Processes, Cutting Tool Engineering,
and Modern Application News and many other industry specific publications.
PATENTS, TRADEMARKS AND COPYRIGHTS
All profiles developed during Cryocon's research and development are
maintained as confidential and secret. They are coded into Cryocon's computer
system and access is limited to a few senior employees. All employees have
signed nondisclosure and non-compete agreements.
All material produced or created by Cryocon is copyrighted. Key information
is registered. All items are identified as copyrighted and electronic material
is coded with embedded marks and identifiers. Cryocon holds registered
trademarks on Cryo-Accurizing Division and Tri-Lax Process.
There has been and extremely limited number of patents granted for specific
cryogenic applications. The Cryo-Accurizing patent was awarded February 2, 1999.
Cryocon intends to actively pursue the award of patents for the next several
years.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, Cryocon had realized $63,150.00 in gross sales and
$28,218.00 of accounts receivable. Cryocon's cumulative operating loss through
June 30, 2000 is $810,736. The loss is attributable to research and development,
start-up and operating costs, and costs incurred in financing efforts.
Because the Cryocon still is in the development stage, it has limited
working capital and limited internal financial resources. Cryocon's limited cash
flows have prevented the company from borrowing funds from conventional lending
institutions. Since the Cryocon has not been able to secure funding from
commercial lenders, Cryocon has relied on private investments from
third-parties, including the Company's management, to meet its current
obligations. Immediately after closing, Cryocon will have sufficient cash on
hand to fund approximately an additional six months of operations at the current
run rate if profitability is not achieved or additional funding raised by then.
However, Cryocon's management believes that it will have no difficulty in
obtaining any additional funding needed for operations.
Cryocon's financial information is prepared using generally accepted
accounting principles applicable to a going concern that contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However Cryocon in its development stage has not established a source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. Cryocon intends to seek long-term funding through private and
public stock offerings. Cryocon management believes that sufficient funding will
be available on acceptable terms to meet operating needs during the remainder of
its development stage.
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EMPLOYEES
As of June 30, 2000, Cryocon had 31 full time employees and two temporary
employees and believes its relations with its employees to be good. Cryocon's
employees are not unionized and Cryocon has no collective bargaining or similar
agreement in place.
CRYOCON EXECUTIVE COMPENSATION
The following table sets forth a summary of the compensation paid to
Cryocon's Chief Executive Officer and each of its other executive officers that
will receive compensation in excess of $100,000 during the next year:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Other Restricted Securities LTIP All Other
Annual Stock underlying payouts Compensation
Name and Principal Position Year Salary Bonus Compensation award(s) options/SARs ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
ROBERT W. BRUNSON, CEO 2000 112,500. 00 00 00 00 00 00
</TABLE>
DESCRIPTION OF REAL PROPERTY
Cryocon's administrative offices and facilities are located at 2250 North
1500 West Ogden, Utah 84404 and consist of 39,828 square feet. On March 9, 2000,
Cryocon entered into a purchase agreement for this building for a price of
$2,050,296.00. As of March 31, 2000, $250,000 was placed down on the building
with an additional payment of $244,740.14 being made in June of 2000. Permanent
financing has been arranged and closing on the building is set for on or before
September 9, 2000.
LEGAL PROCEEDINGS
Cryocon is not a party to any legal proceedings.
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
Cryocon has not had any change in or disagreements with its accountants.
MARKET RISKS
HISTORY OF OPERATING LOSSES; ANTICIPATED FUTURE LOSSES
To date, Cryocon has engaged primarily in research and development and
organizing its operations. Cryocon has, since its inception accumulated a
deficit as of June 30, 2000 of approximately $810,736. With the addition of
$1,000,000.00 in equity capital that is to be received within 30 days of
closing, Cryocon's management anticipates that its cash and cash equivalents are
sufficient to fund operating expenses for the next six months if it does not
achieve profitability or obtain additional funding. Cryocon anticipates
continued losses from operations due to expenditures required to support its
growth. There can be no assurance that Cryocon will achieve profitability, or
that, if achieved, profitability will be sustained.
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Cryocon expects to incur significant increases in operating expenses in the
foreseeable future. Cryocon intends to substantially increase its operating
expenses for the foreseeable future as it: increases its sales and marketing
activities; increase its research and development activities; and expands its
general and administrative support activities. Accordingly, Cryocon will be
required to significantly increase its revenues in order to maintain
profitability. Expenses will be incurred before the Cryocon generates any
revenues by this increased spending. If Cryocon does not significantly increase
revenues from these efforts, Its business and operating results would be
negatively impacted.
UNCERTAINTY OF MARKET ACCEPTANCE CRYOGENIC TEMPERING PROCESS
Cryocon believes that it's profitability and growth will depend upon broad
acceptance of the cryogenic tempering process in the markets targeted by the
Cryocon. There can be no assurance that customers will accept cryogenic
tempering as an alternative to existing methods. To date, cryogenic tempering
has not achieved sufficient market acceptance for the company to sustain
profitable operations, and there can be no assurance that cryogenic tempering
will obtain sufficient market acceptance to achieve profitable operations. The
acceptance of cryogenic tempering may be affected adversely by its cost,
concerns relating to its efficacy, and the effectiveness of alternative methods.
Market acceptance could also be affected by the ability of the company and other
participants in the market to build more facilities and to train additional
staff. Promotional efforts by suppliers of competitive products and processes
that are alternatives, may also adversely affect market acceptance. There would
be a material adverse effect on Cryocon's business, financial condition and
results of operations, if cryogenic tempering fails to gain broad market
acceptance.
RISK OF TECHNOLOGICAL OBSOLESCENCE
Other companies may develop new products or processes to directly compete
with the Cryocon. There can be no assurance that developments by others will not
render Cryocon's products or technologies obsolete or uncompetitive.
PRODUCT LIABILITY
Despite testing and quality control, Cryocon cannot be certain that
imperfections will not be found in the Company's processing and products. If new
or existing customers have difficulty adjusting to Cryocon's processing and
products or require significant amounts of customer support, the Company's
operating margins could be harmed. Cryocon could face possible claims and higher
development costs if its processing and products contain undetected
inappropriate materials or if the Cryocon fails to meet customers' expectations.
In addition, a product liability claim, whether or not successful, could harm
Cryocon's business by increasing the Company's costs and distracting the
Company's management.
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MANAGEMENT OF GROWTH
There can be no assurance that Cryocon's anticipated revenue growth can be
sustained. To accommodate it's growth, Cryocon will need to implement a variety
of new or expanded business and financial systems, procedures and controls,
including the improvement of its accounting, marketing and other internal
management systems. There can be no assurance that the implementation of such
systems, procedures and controls can be completed successfully, or without
disruption of Cryocon's operations. Cryocon's continued expansion could
significantly strain its management, financial and other resources. In addition,
Cryocon has hired and will be required to hire in the future a substantial
number of new employees, particularly personnel to support its operations, sales
and marketing operations. There can be no assurance that Cryocon's systems,
procedures, controls and staffing will be adequate to support its operations.
Failure to manage Cryocon's growth effectively could have a material adverse
effect on its business, financial condition and results of operations.
Cryocon's future success will depend on its ability to continue to enhance
its current processes and products and to develop and introduce new applications
and products on a timely basis that keep pace with technology and satisfy
increasingly sophisticated customer requirements.
DEPENDENCE UPON MANAGEMENT AND CRYOCON'S ABILITY TO ATTRACT AND RETAIN
SUFFICIENT PERSONNEL.
Cryocon's future success depends in part on its ability to recruit and
retain certain key personnel, including Robert W. Brunson, Chief Executive
Officer and Chairman of the Board. The loss of the services of certain members
of management, or other key personnel, could have a material adverse effect on
the company. Cryocon is the beneficiary of key-man life insurance policies
ranging from $1,000,000.00 to $2,000,000.00 on certain members of management,
but there can be no assurance that the benefits under these policies will be
sufficient to compensate the company for the loss of the services of any of such
persons.
Cryocon must also hire additional managers as the business grows, that are
able to address the needs for manufacturing, distribution, sales and marketing
capabilities. If Cryocon is not able to hire managers with these skills, or
develop expertise in these areas, its business prospects could suffer.
MANAGEMENT EXERCISES SIGNIFICANT CONTROL
Cryocon's management group and directors will own and control approximately
87.6% of the shares of the Company's Common Stock, after Closing, and therefore
be able to significantly influence the management and affairs of the Company and
have the ability to control all matters requiring stockholder approval.
FUTURE CAPITAL NEEDS, UNCERTAINTY OF ADDITIONAL FUNDING
Cryocon's operation to date consumed substantial amounts of cash. The
negative cash flow from operations is expected to continue and may accelerate in
the foreseeable future. The rate at which the Company expends its resources is
variable and may accelerate, depending on many factors, many of which are
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outside the control of the Company, including the continued progress of the
Company's research and development of new process applications; the cost, the
timing, and outcome of further regulatory approvals; the expenses of
establishing a sales and marketing force, the timing and cost of establishing or
procuring additional requisite production and other manufacturing capacities,
the cost; if any, the cost of preparing, filing, prosecuting, maintaining,
defending and enforcing patent claims; and the status of competitive products
and the availability of other financing.
Cryocon anticipates that it will require additional financing to fund its
operations. Future financing may result in the issuance of debt, preferred stock
and Common Stock securities, in dilution to the holders of the Common Stock. Any
such financing, if required, may not be available on satisfactory terms or at
all. There can be no assurance that additional investments or financing will be
available as needed to support the development of the products. Failure to
obtain such capital on a timely basis could result in lost business
opportunities, or the financial failure of the company.
DEPENDENCE ON A LIMITED NUMBER OF SUPPLIERS FOR MATERIALS USED IN
MANUFACTURING THE COMPANY'S PRODUCT; RISK OF INTERRUPTION
Cryocon's processes and products currently contain components manufactured
by third-party vendors. Cryocon incorporates components into some of its
products and any significant interruption in the availability of these third
party products or defects in these products could harm the Cryocon's business.
Some of these materials are available only from limited sources. In the event of
a reduction in, interruption of, or degradation in the quality of the supply of
any of our required materials, or an increase in the cost of obtaining those
materials, Cryocon would be forced to locate an alternative source. Any
significant interruption in the availability of these third-party products or
defects in these products could harm Cryocon's business unless and until the
Cryocon can secure an alternative source. If no alternative source were
available or if an alternative source were not available on a timely basis or at
a reasonable cost or otherwise on acceptable terms, Cryocon's ability to
manufacture one or more of its products would be delayed or halted, in which
case Cryocon could lose sales and customers, and the business would be
significantly harmed as a result.
LIMITED MANUFACTURING EXPERIENCE
Cryocon lacks experience in manufacturing, which could hamper its ability
to manufacture the existing products or new products developed. Cryocon has two
options to address this issue. First, it can expand its internal ability to
manufacture products. Second, Cryocon continues to contract with third parties
to manufacture for products based upon the Cryocon's technology. If the Cryocon
is unable to expand its own manufacturing capability or maintain a contract with
suitable manufacturers, on acceptable terms and in a timely manner, Cryocon may
become unable to meet its demands for existing products and could be delayed in
introducing new products to the market. Failure to meet the demands for existing
products or delays in introducing new products could harm the its financial
condition.
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DEPENDENCE UPON PROPRIETARY TECHNOLOGY; UNCERTAINTY OF PATENTS, TRADE
SECRETS AND PROPRIETARY TECHNOLOGY
At present there are very few patents issued for cryogenic processing in
specific applications. However, competitors may have filed applications for or
have been issued patents and may obtain additional patents and proprietary
rights related to products or processes competitive with or similar to those of
Cryocon. Since patent applications are secret until patents are issued, in the
United States, or published, in other countries, Cryocon cannot be sure that it
is first to file any patent application. Further, the laws of certain foreign
countries do not provide the protection to intellectual property provided in the
United States, and may limit the Company's ability to market its products
overseas. Cryocon cannot give any assurance that the scope of the rights that
may be granted to Cryocon's processes and products are broad enough to fully
protect those rights from infringement.
Litigation regarding intellectual property is common because there can be
no assurance that any registration or any patent application will significantly
protect an owner's rights to intellectual property. Litigation or regulatory
proceedings, therefore, may be necessary to protect the Company's intellectual
property rights. Such litigation and regulatory proceedings are very expensive,
can be a significant drain on Cryocon's resources, diverts resources from
product development, and involves substantial commitments of management time.
There is no assurance that Cryocon will have the financial resources to defend
its intellectual property rights from infringement or claims of invalidity.
Failure to successfully defend the its rights with respect to its intellectual
property can have a materially adverse effect on Cryocon's business and
financial condition.
Cryocon also relies on business trade secrets, know-how and other
proprietary information. If this information were disclosed to competitors, the
business would suffer. Cryocon protects this information, in part, by entering
into confidentiality agreements with licensees, employees and consultants, which
prohibit these parties from disclosing its confidential information. Despite
these agreements, Cryocon cannot be sure that the agreements will provide
adequate protection for its trade secrets, know-how and other proprietary
information or that the information shared with others during the course of its
business will remain confidential. Nor can Cryocon be certain that it would have
sufficient legal remedies to correct or be compensated for unauthorized
disclosures or sufficient resources to seek redress.
CRYOCON FINANCIAL INFORMATION
The Company has previously provided to its shareholders the financial
statements and footnotes required by Item 310 of Regulation S-B. In their audit
report on Cryocon's financial statements, Cryocon's independent accountants have
expressed doubt that Cryocon can continue as a going concern if it does not
raise additional funds or achieve profitability. Cryocon's management believes
that additional funding to cover operational shortfalls will be available on
acceptable terms and that Cryocon will achieve operational profitability in due
course. The financial statements Cryocon will be filed as part of a current
report on Form 8-K following the Closing.
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INFORMATION CONCERNING THE COMPANY
BUSINESS
Information concerning the business of the Company and its results of
operation and financial condition are incorporated by reference to its Annual
Report on Form 10-KSB for the fiscal year ended March 31, 2000, as filed with
the Securities and Exchange Commission.
DESCRIPTION OF SECURITIES
The Company's By-Laws provide that the Company's directors are elected for
one-year terms, until the next annual meeting of stockholders or until their
successors are duly elected and qualified.
The Common Stock is the only class of voting securities of the Company
outstanding. There are in addition 5,930 shares of the Company's Series A,
Nonvoting Convertible Preferred Stock that are entitled to vote on certain
matters affecting their rights as preferred stock holders.
The holders of Common Stock are entitled to one vote for each share held.
The Certificate of Incorporation provides that the affirmative vote of a
majority of the votes cast at a shareholder's meeting is sufficient to effect
any corporate action upon which shareholders may or must vote. Common Shares do
not carry cumulative voting rights, thus holders of more than 50% of the Common
Stock have the power to elect all directors if they wish and, as a practical
matter, to control Proquest. Holders of Common Stock are not entitled to
preemptive rights, and the Common Stock is not subject to redemption.
The Company's bylaws provide for a board of one director, all of whom are
elected for one-year terms at the annual meeting of shareholders. The
affirmative vote of a simple majority of the outstanding Common Stock is
necessary to remove a director. A special meeting of shareholders may be called
by the Chairman of the Board, the President, a majority of the Board of
Directors, or shareholders owning in the aggregate 10% or more of the Common
Stock. Holders of Common Stock are entitled to receive, pro rata, dividends if,
when and as declared by the Board of Directors out of funds legally available
therefor.
Upon liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in the Company's assets legally
available for distribution to its shareholders after payment of liquidation
preference and outstanding redemption rights (if any) on any preferred stock
outstanding and are not subject to further calls or assessments.
PRINCIPAL SHAREHOLDERS OF THE COMPANY
Upon the Closing, under the Agreement, the Designees and certain of their
affiliates will beneficially own and have the right to acquire shares of Common
Stock of the Company as described below.
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SHAREHOLDINGS PRIOR TO CLOSING
The following table sets forth, as of July 31, 2000, the stock ownership of
each executive officer and director of the Company, of all directors and
executive officers as a group, and of each person known by the Company to be a
beneficial owner of more than five percent (5%) of its common stock. As of such
date the Company had approximately 4,995,730 shares issued and outstanding..
Except as otherwise noted, each person listed below is the sole beneficial owner
of the shares and has sole investment and voting power as to such shares. No
person listed below has any option, warrant or other right to acquire additional
securities of the Company, except as may be otherwise noted.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Name and Amount and
-------- ----------
Title of Class Address of Beneficial Owner Nature of Beneficial Owner Percent of Class
-------------- --------------------------- -------------------------- ----------------
<S> <C> <C> <C>
Common *Egin Bresnig 656,500 (1) 10.10%
8037 South Datura Street
Littleton, Colorado 80120
Common *Dean Wicker 667,500 (1) 10.28%
5176 East Davis Drive
Littleton, Colorado 80122
Common *Karin Kuhbander -0- ----
8037 South Datura Street
Littleton, Colorado 80120
Common Cilla Berndt 291,128 4.5%
Mering, Germany
Common Paul Schnieder 600,000 9.2%
Klingstepen 12
D-31688 Wipperfurth
Germany
Common John D. Brasher Jr. 665,000 (1) (2) 10.24%
90 Madison Street, Suite 707
Denver, Colorado 80206
Common *Executive Officers and Directors 1,324,000 20.38%
as a group (3 persons)
</TABLE>
(1) Includes 500,000 shares subject to purchase pursuant to an option granted
on February 12, 2000, which is exercisable for a five-year period at a
price of $0.125 per share.
12
<PAGE>
(2) Includes 165,000 shares owned by Yakima Corp., as to which Mr. Brasher
shares beneficial ownership with his spouse.
FOLLOWING THE CLOSING
The table below sets forth the name and address of every person who
following the Closing will be directors or executive officers of the Company,
such directors and executive officers as a group, and other persons who will to
the Company's knowledge own of record or beneficially more than five percent
(5%) of its total issued and outstanding common stock. The following table
assumes that Closing of the Exchange has occurred and gives effect to (i) the
issuance of 44,000,000 New Shares to the Cryocon Holders and (ii) the conversion
of the outstanding Cryocon debentures into 7,602,251 shares of the Company's
common stock. Except as otherwise noted, each person listed below is the sole
beneficial owner of the shares and has sole investment and voting power as to
such shares. No person listed below has any option, warrant or other right to
acquire additional securities of the Company, except as may be otherwise noted.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Name and Amount and
Title of Class Address of Beneficial Owner Nature of Beneficial Owner Percent of Class
-------------- --------------------------- -------------------------- ----------------
<S> <C> <C> <C>
Common Robert W. Brunson 42,675,000 (1) 71.6%
2250 North 1500 West
Ogden, Utah 84404
Common Debra Brunson 2,000,000 (2) 3.6%
2250 North 1500 West
Ogden, Utah 84404
Common Harry Brunson 80,000 ----(3)
2250 North 1500 West
Ogden, Utah 84404
Common Randy Sant -0- ----(3)
2250 North 1500 West
Ogden, Utah 84404
Common Paragon Investment Fund I 2,880,000 (4) 4.8%
501 W. Monroe,
Springfield, Ill. 62704
Common Executive Officers and Directors 44,755,000 75.1%
as a group (3 persons)
</TABLE>
13
<PAGE>
(1) Includes 1,775,000 shares that Mr. Brunson is entitled to receive
immediately upon closing upon conversion of a debenture in the principal
amount of $50,000. The shares issuable to Mr. Brunson upon Closing may be
subject to marital property laws of the State of Utah, in which event his
wife Debra Brunson may be deemed to own a fifty percent (50%) interest in
these shares.
(2) Debra Brunson, will be appointed to serve as a Director. She is Robert W.
Brunson's wife. The shares issuable to Mrs. Brunson upon closing may be
subject to marital property laws of the State of Utah, in which event Mr.
Brunson may be deemed to own a fifty percent (50%) interest in these
shares.
(3) Mr. Harry Brunson owns less than 0.1%
(4) The shares represented are all shares Paragon Investment Fund I is entitled
to receive, immediately upon closing. The principal amount of the
convertible debentures of, Paragon Investment Fund I is $288,000.00. These
shares are in exchange for $2,880.00 in cash and the remainder for services
provided by Paragon and other parties retained by Paragon to assist in the
establishment, promotion and funding of Cryocon.
The Company is not aware of any material proceeding to which the Designees
for Director or Officer is a party adverse to the Company's interest or that has
a material interest adverse to the Company. Debra Brunson is Robert W. Brunson's
wife. Harry Brunson is Robert W. Brunson's father.
During the past five years none of the Director Designees have:
(1) Petitioned for bankruptcy or had a bankruptcy petition filed by or
against any business of which such person was a general partner or
executive officer either at the time of the bankruptcy or within two
years prior to that time;
(2) Been convicted in a criminal proceeding or are currently subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
(3) Been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
(4) Been found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.
There have been no failures to comply with Section 16(a) of the Exchange
Act or late filings of the same. Promptly following the Closing, the Designees
each will file a form 3 in compliance with their reporting obligations under
Section 16(a) of the 1934 Act.
14
<PAGE>
During the past five years none of the Director Designees have been a party
to any transaction, or proposed transaction, to which the Company, except the
Agreement, was or is to be a party, in which any of the following persons had or
is to have a direct or indirect material interest.
MANAGEMENT OF THE COMPANY
CURRENT BOARD OF DIRECTORS AND MANAGEMENT
The Company's Board of Directors currently consists of Egin Bresnig, Dean
Wicker and Karin S. Kuhbander. Upon closing under the Agreement, Mr. Bresnig,
Mr. Wicker and Ms. Kuhbander will cease to be directors of the Company.
Information with respect to Egin Bresnig, Dean Wicker and Karin S. Kuhbander is
set forth in the table below.
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT, FIVE YEAR
EMPLOYMENT
NAME AGE HISTORY AND IRECTORSHIPS
---------------- ----- --------------------------------------
Egin Bresnig 63 Director, (since Dec. 1993) June 1995
President, Chief Executive Officer
Dean Wicker 59 Director and Secretary June 1995
(since Dec. 1993),Chief Financial and
Accounting Officer
Karin S. Kuhbander 52 Director
The following is a brief account of the business experience during at least
the past five years of each director and executive officer, indicating the
principal occupation and employment during that period, and the name and
principal business of the organization in which such occupation and employment
were carried out.
EGIN BRESNIG. Mr. Egin Bresnig was raised and educated in Austria. He has a
doctor degree in Physical Education and Modern Languages from the Karl Franzens
University in Graz, Austria. He has been a resident in the USA for over 37
years. Mr. Bresnig spent many years in the winter ski industry as a ski school
owner, business owner, importer of equipment and clothing. He has been a real
estate developer in Colorado ski resort areas and has had 22 years experience in
the financial securities industry. He was a licensed securities broker, branch
manager, director of European operations, national sales manager and the
president of various investment banking firms. For several years he owned his
own branch office with up to 25 brokers. Mr. Bresnig was the successful owner
and president of a NASD member firm. He is fluent in several European languages.
He is an officer and director of East Slope Funding Corp., a Colorado financial
consulting firm, Eurous Funding, Inc. a Colorado public relations firm, Eurous
Investments Holding Company, a non-active Colorado corporation, Arista
Corporation, a non-active Colorado company and REWIPAC Worldwide Corporation, a
non-active Nevada company and CERXNET Incorporated a publicly traded Nevada
Corporation.
15
<PAGE>
DEAN WICKER. Dean Wicker has lived in the Denver, Colorado area for 44
years. He graduated from the University of Colorado, Boulder, CO in 1961 with a
BA degree in American History. He has done advanced degree work in financial
accounting and merger and acquisition negotiations. Mr. Wicker was the youngest
Public Finance negotiator in the Rocky Mountain region with the New York Member
firm, J.A. Hogle and CO. He changed careers in 1967 by developing retail winter
sports and apparel operations until 1981. Mr. Wicker reentered the security
industry with the position of Senior Institutional Sales with George K. Baum and
Co., Member of the New York Stock Exchange. In 1984 he became a vice-president
and Partner of Boettcher and Co., Inc., Member of the New York Stock Exchange
and then, the largest investment-banking firm in the western United States. In
1991 he became an independent financial consultant specializing in merger and
acquisitions. He is an officer and director of East Slope Funding Corp., a
Colorado financial consulting firm, Eurous Funding, Inc., a Colorado public
relations company, Eurous Investments Holding Company a non-active Colorado
corporation, Arista Corporation, a non-active Colorado company, and REWIPAC
Worldwide Corporation, a non-active Nevada company.
KARIN S. KUHBANDER. After completing her primary schooling in her native
Dayton, Ohio and graduating from high school there, Karin S. Kuhbander, attended
art school in Chicago, but eventually ended up in the securities industry. She
was until recently a fully licensed Series 7, NASD stockbroker, who worked over
the last 22 years for many firms, including several New York Stock Exchange
Member Firms, mostly in the Greater Denver Area. Ms. Kuhbander has extensive
experience in the operation of brokerage firms, but has also worked as a trader,
been a partner in an OTC firm, was a registered representative and for many
years the back office manager for several OTC firms. Besides being a board
member of ISO Block Products USA Inc. Ms. Kuhbander is now spending most of her
time as an active investor and venture capitalist.
There are no material proceedings to which any director or affiliate is a
party adverse to the Company or in which any director or affiliate has a
material interest adverse to the Company.
No current director has any business or property covered by a bankruptcy
opinion, has been convicted in a criminal proceeding or has been involved in any
violations of any applicable securities laws.
Except for the above mentioned options granted in favor of Egin Bresnig and
Dean Wicker, wherein Messrs. Bresnig and Wicker each receive option to purchase
up to 500,000 shares of the Company's common stock, there are and have been no
transactions between any director and the Company in excess of $60,000.
No officer, director, family member or affiliate thereof is indebted to the
Company in an amount in excess of $60,000.
There are no business relationships between any directors with entities
that have sold services or property to the Company or made payments to the
Company for services or property during the last fiscal year.
16
<PAGE>
During the last fiscal year, the Company held no meetings of the board of
directors, but the board acted by means of unanimous written consent in lieu of
a meeting on several occasions.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has no standing audit, nominating and compensation committees.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information regarding compensation paid to
the Company's Chief Executive Officer and Secretary during the last two fiscal
years. No officer received a salary or bonus for the fiscal year ended March 31,
2000, although certain officers were reimbursed for out-of-pocket expenses.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
(a) (b) (c ) (d) (e) (f) (g) (h) (i)
Name and Restricted No. Of $ All
Principal Stock Ops & LTIP Other ($)
Position Year Salary Bonus Other Awards ($) SARs Payouts Comp.
--------- ---- ------ ----- ----- ---------- ---- ------- ------
Egin
Bresnig
CEO 2000 $0 -0- N/A -0- 500,000 $0 $0
1999 $0 -0- N/A -0- -0- $0 $0
Dean
Wicker
CFO,
Sec. 2000 $0 -0- N/A -0- 500,000 $0 $0
1999 $0 -0- N/A -0- -0- $0 $0
17
<PAGE>
OPTIONS GRANTED DURING THE 2000 FISCAL YEAR
Individual Grants
-----------------
(a) (b) (c ) (d) (e)
Number of % of Total Options
Securities Granted To
Underlying Employees Exercise or Base
Name Options Granted in Fiscal Year Price ($ / Share) Expiration Date
---- --------------- --------------- ----------------- --------------
Egin
Bresnig 500,000 50% $0.125 02-11-2005
Dean
Wicker 500,000 50% $0.125 02-11-2005
OPTIONS EXERCISED IN LAST FISCAL YEAR
and FISCAL YEAR-END OPTION VALUES
(a) (b) (c ) (d) (e)
Number of $
Securities Value of
Underlying Unexercised In-
Unexercised The-money
Number of Options at FY Options at FY
Shares Acquired $ End Exercisable/ End Exercisable/
Name on Exercise value Realized Unexercisable Unexercisable
---- ----------- -------------- ------------- -------------
Egin
Bresnig None None 500,000 / None $437,500.00/ None
Dean
Wicker None None 500,000 / None $437,500.00/ None
Mr. Bresnig and Mr. Wicker each were granted options for a 5-year period on
February 12, 2000, to purchase 500,000 shares of the Company's common stock at a
price of $0.125 cents, which exceeded the fair value of the common shares on the
date of grant.
The Company has no stock appreciation rights (SAR) plan in place and has
not awarded SAR's to any person. The Company has no long-term incentive plans,
as that term is defined in the rules and regulations of the Securities and
Exchange Commission. During the fiscal year ended March 31, 2000, the Company
did not amend or re-price the exercise price of any stock options granted to any
executive officer.
18
<PAGE>
COMPENSATION OF DIRECTORS
The Company currently does not pay any person for serving as a director.
However, the Company believes that in the future persons may be paid for serving
on the Board of Directors or on committees of directors, in order to entice the
most qualified persons available into service on the board.
1993 EMPLOYEE STOCK COMPENSATION PLAN
The Company adopted the 1993 EMPLOYEE STOCK COMPENSATION PLAN for
employees, officers, directors of the Company and advisors to the Company (the
"ESC Plan"). The Company has reserved a maximum of 500,000 shares of Common
Stock to be issued upon the grant of awards under the ESC Plan. Employees will
recognize taxable income upon the grant of Common Stock equal to the fair market
value of the Common Stock on the date of the grant and the Company will
recognize a compensating deduction at such time. The Board of Directors of the
Company will administer the ESC Plan. No shares of Common Stock have been
awarded under the ESC Plan. There is no formal policy concerning how many shares
directors may receive.
1993 COMPENSATORY STOCK OPTION PLAN
The Company adopted a 1993 COMPENSATORY STOCK OPTION PLAN for officers,
employees, directors and advisors (the "CSO Plan"). The Company has reserved a
maximum of 1,000,000 shares of Common Stock to be issued upon the exercise of
options granted under the CSO Plan. The CSO Plan will not qualify as an
"incentive stock option" plan under Section 422 of the Internal Revenue Code of
1986, as amended. Options will be granted under the CSO Plan at exercise prices
to be determined by the Board of Directors of the Company or other CSO Plan
administrator. With respect to options granted pursuant to the CSO Plan,
optionees will not recognize taxable income upon the grant of options granted at
or in excess of fair market value. The Company will be entitled to a
compensating deduction (which it must expense) in an amount equal to any taxable
income realized by an optionee as a result of exercising the option. The Board
of Directors of the Company or a committee of directors will administer the CSO
Plan. No options have been granted under the CSO Plan. There is no formal policy
concerning how many shares may be optioned to directors.
GRANT OF NON-PLAN OPTIONS
At the Closing, resigning Company officers and directors Egin Bresnig and
Dean Wicker, and Iso Block's counsel John D. Brasher Jr., will cease to be
affiliates of the Company, as defined in Rule 144(a) under the Act. Egin Bresnig
and Dean Wicker will be, at any time commencing three months after the Closing,
will be entitled to remove of all restrictive legends from and stop transfer
orders affecting the certificate(s) evidencing their outstanding shares of the
19
<PAGE>
Company at any time upon request without need of legal opinion. On February 12,
2000, the Company issued to Egin Bresnig, Dean Wicker and John Brasher options
exercisable for a five-year period to purchase an aggregate of 1,500,000 common
shares of the Company at a price of $0.125 per share (the "Options"), as shown
below:
Egin Bresnig 500,000
Dean Wicker 500,000
John D. Brasher Jr. 500,000
---------
TOTAL 1,500,000
The shares of the Company's stock that may be issued to Bresnig, Wicker and
Brasher upon their exercise of the options are registered under the Act under
the cover of a registration statement on Form S-8, and when the 1,500,000 shares
are purchased by exercise of the options, the shares will be unrestricted and
freely tradable.
Other than as disclosed in this Information Statement, there is no
arrangement or understanding between the Company (or any of its directors or
officers) and any other person pursuant to which such person was or is to be
selected as a director or officer. The directors and officers are expected to
devote their time to the Company's affairs on an "as needed" basis, but are not
required to make any specific portion of their time available to the Company.
MANAGEMENT AND BOARD OF DIRECTORS AFTER THE CLOSING
None of the Designees is currently an officer or director of, or holds any
position with, the Company. The following table sets forth certain information
pertaining to the background of each of the Designees, who will take office at
the Closing:
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT, FIVE YEAR EMPLOYMENT
NAME AGE HISTORY AND DIRECTORSHIPS
---------------- --- -----------------------------------
Robert W. Brunson 44 Currently the Chief Executive
Officer and Chairman of the Board of
Cryocon, a Utah Corporation since
January 2000. For the previous five
years, he served as President of 300
Below, Inc., a cryogenics company.
Mr. Brunson has worked as an
engineer and consultant in the areas
of nuclear, chemical, electrical
engineering and cryogenic
technology. He authored and jointly
held ownership of the patent for
deep-cryogenic tempering process
known as Cryo-Accurizing. Mr.
Brunson is currently the Chairman of
the Cryogenic Standards Committee
for the Society of Manufacturing
Engineers (SME), the Co-Chairman of
the Cryo Sub-Committee for the
American Society of Metals (ASM),
and a founding member of the
National Small Public Company
Leadership Council.
20
<PAGE>
Debra Brunson 43 Currently Director on the Board of
Cryocon. Ms. Brunson was last
employed by the Macon County Soil
and Water Conservation District
associated with the Illinois
Department of Agriculture. Ms.
Brunson attended Brigham Young
University.
Randy Sant 44 Mr. Sant is a graduate of Weber
State University, Ogden, Utah. He
has been actively engaged in the
field of economic development for
the past 22 years. In the past Mr.
Sant has served as a city manager
and most recently executive director
for the Weber County Economic
Development Corporation Mr. Sant
left that position in June of 2000,
and is currently a private
consultant in the area of economic
and real estate development as owner
and President of RS Consultants,
Inc.
Harry Brunson 60 Currently owns Brunson Electric
specializing in industrial,
commercial, and residential
construction and repair. Mr. Brunson
also owns a Pro Archery Shop. Mr.
Brunson formerly sat on the Board of
Directors for Madison County
Memorial Hospital.
At the Closing, Robert W. Brunson will become Chairman of the Company. None
of the designees has received any compensation from the Company, and there have
been no transactions between the Company and any of the Designees other than as
set forth in the Agreement.
POLICY REGARDING INDEMNIFICATION
The Company's indemnification policy covering officers and directors, as
contained in the by-laws, provides that the Company may indemnify at its
discretion any officer or director for costs reasonably incurred in connection
with civil, criminal, administrative and investigative proceedings if he or she
acted in good faith, whether brought by or in the right of the Company or not;
provided that if a proceeding is brought by or on behalf of the Company and the
officer or director is adjudged to be liable, then no indemnification shall be
made with respect thereto; and provided further that no indemnification shall be
paid if it has been determined that under the circumstances such officer or
director did not meet the standard of conduct relevant to such proceeding. The
Company may advance costs to an officer or director in connection with
proceedings against an him or her as long as he or she undertakes to repay if it
is determined that he or she is not entitled to such indemnification. The
Company may purchase indemnification insurance for officers and directors.
21
<PAGE>
NO SHAREHOLDER ACTION REQUIRED
This Information Statement is being filed for informational purposes only
and does not relate to any meeting of shareholders. No vote or other action is
being sought of the Company's shareholders.
Closing of the Exchange occurred on August 16, 2000. The Company has filed
a report on Form 8-K with the SEC reflecting the fact that Closing has occurred
and containing certain financial information as to Cryocon.
Salt Lake City, Utah
August 23, 2000
22
