Schedule 14A Information
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Delta-Omega Technologies, Ltd.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
DELTA-OMEGA
Technologies, Ltd.
"Setting the standard for a safer environment"
P.O. Box 81518
Lafayette, LA 70598-1518
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 25, 2000
To the shareholders of Delta-Omega Technologies, Inc.:
An Annual Meeting of the shareholders of Delta-Omega Technologies, Inc. will be
held at 119 Ida Road, Broussard, Louisiana, at 10:00 A.M., (CST) on Tuesday,
April 25, 2000, or at any adjournment or postponement thereof, to vote upon the
election of directors, to ratify the reappointment of auditors and to transact
such other business as may properly come before the meeting.
Details relating to this matter are set forth in the attached Proxy Statement.
All shareholders of record as of the close of business on March 24, 2000 will be
entitled to notice of, and to vote at, such meeting or at any adjournment or
postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT PLAN
TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. THE DELIVERY OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
----------------------------------
L.G. Schafran
Chairman of the Board
March 27, 2000
<PAGE>
PROXY STATEMENT
DELTA-OMEGA TECHNOLOGIES, INC.
c/o American Securities Transfer, Inc.
P.O. Box 1596
Denver, CO 80201-1596
(303) 234-5300
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 25, 2000
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Delta-Omega Technologies, Inc. a Colorado
corporation, to be voted at an Annual Meeting of Shareholders of Delta-Omega
("Annual Meeting") to be held at 10:00 A.M. on April 25, 2000 at 119 Ida Road,
Broussard, Louisiana, or at any adjournment or postponement thereof. Delta-Omega
anticipates that this Proxy Statement and accompanying form of Proxy will be
first mailed or given to all shareholders of Delta-Omega on or about March 27,
2000. The shares represented by all proxies that are properly executed and
submitted will be voted at the meeting in accordance with the instructions
indicated thereon. Unless otherwise directed, votes will be cast FOR the
proposals presented. The vote of a majority of the shares represented at the
meeting in person or by proxy will be required to enact any or all of the
proposals.
Any shareholder giving a proxy may revoke it at any time before it is exercised
by delivering written notice of such revocation to Delta-Omega, by substituting
a new proxy executed at a later date, or by requesting, in person, at the Annual
Meeting that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this Proxy
Statement and the material enclosed herewith and all of soliciting proxies will
be paid by Delta-Omega. In addition to the solicitation by mail, proxies may be
solicited by officers and regular employees of Delta-Omega by telephone,
telegraph or personal interview. Such persons will receive no compensation for
their services other than their regular salaries. Arrangements will also be made
with brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of the shares held on record
date by such persons, and Delta-Omega may reimburse such persons for reasonable
out-of-pocket expenses incurred by them in so doing.
A copy of Delta-Omega's Annual Report on Form 10-KSB for the fiscal year ended
August 31, 1999 is included with this proxy.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on March 24, 2000, has been fixed by the Board of
Directors of Delta-Omega as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting. At such
date, there were outstanding approximately 15,918,319 shares of Delta-Omega's
$.001 par value common stock (hereinafter referred to as the "common stock"),
each of which entitles the holder thereof to one vote per share on each matter
which may come before the meeting. Additionally, there are outstanding 1,335,000
shares of $.001 Series B Convertible Exchangeable Preferred Shares and 2,396,667
shares of $.001 Series C Convertible Exchangeable Preferred Shares, each
entitled to one vote per share. The Series B and Series C Convertible
Exchangeable Preferred Shares are hereinafter referred to collectively as the
"preferred stock." The shares of preferred stock vote together with the common
stock as a single class except upon amendments of rights and preferences for the
preferred stock. Cumulative voting is not permitted. Delta-Omega has no other
class of voting securities outstanding.
A majority of the issued and outstanding shares of Delta-Omega's common stock
and preferred stock entitled to vote, represented in person or by proxy,
constitutes a quorum at any shareholder's meeting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 30, 1999, the common stock
ownership of each person known by Delta-Omega to be the beneficial owner of five
percent or more of Delta-Omega's common and preferred stock ("Principal
Shareholders"), all Directors and Officers individually and all Directors and
Officers of Delta-Omega as a Group. Except as noted, each person has sole voting
and investment power with respect to the shares shown. All shares are
"restricted securities" and as such are subject to limitations on resale. The
shares may be sold pursuant to Rule 144 under certain circumstances. There are
no contractual arrangements or pledges of Delta-Omega's securities, known to
Delta-Omega, which may at a subsequent date result in a change of control of
Delta-Omega.
<TABLE>
<CAPTION>
Amount of Beneficial
Ownership (1)
-------------
Common and
Name and Address of Preferred Options and Percent of
Beneficial Owner Stock Warrants (2) Total Class (3)
---------------- ----- ------------ ----- ---------
<S> <C> <C> <C> <C>
L.G. Schafran (4) -- -0- -0- 0%
Riverside Drive #14B
New York, NY 10024
Richard A. Brown (5) 618,206 -0- 618,206 3.15%
993 Park Ave. 6N
New York, NY 10028
James V. Janes, III (6) 201,038 -0- 201,038 1.02%
118 Village Green
Youngsville, LA 70592
David H. Peipers (7) 2,034,489 -0- 2,034,489 10.35%
610 Tenth Avenue - Suite 605
New York, NY 10020
Vernon Taylor, Jr. (8) 2,196,147 -0- 2,196,147 11.18%
1670 Denver Club Building
Denver, CO 80202
The Winsome Limited Partnership 1,881,742 -0- 1,881,742 9.58%
F/K/A Crossroads Limited
Partnership (8)
610 Tenth Avenue - Suite 605
New York, NY 10020
GAMI Investments, Inc. (10) 1,321,163 -0- 1,321,163 6.72%
Two Riverside Plaza
Suite 1100
Chicago, IL 60606
Marian A. Bourque -0- -0- -0- 0%
P.O. Box 81518
Lafayette, LA 70598-1518
All Directors & Officers as a Group 2,853,733 -0- 2,853,733 14.52%
(Five Persons) (11)
</TABLE>
<PAGE>
1) Rule 13d-3 under the Securities Exchange Act of 1934, involving the
determination of beneficial owners of securities, includes as beneficial
owners of securities, among others, any person who directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise
has, or shares, voting power and/or investment power with respect to such
securities; and, any person who has the right to acquire beneficial
ownership of such security within sixty days through means, including, but
not limited to, the exercise of any option, warrant or conversion of a
security. In making this calculation, options and warrant which are
significantly "out-of-the-money" and therefore unlikely to be exercised
within sixty days are not included in the calculation of beneficial
ownership. Any securities not outstanding which are subject to such
options, warrants or conversion privileges are deemed to be outstanding for
the purpose of computing the percentage of outstanding securities of the
class owned by such person, but are not be deemed to be outstanding for the
purpose of computing the percentage of the class by any other person.
2) As a result of a substantial decrease in Delta-Omega's market price from
the prior year, the outstanding options and warrants to purchase common
stock held by the principal shareholders, directors and officers of
Delta-Omega have been excluded from the calculation of beneficial ownership
this year.
3) As of November 30, 1999, there were 15,918,319 shares of common stock,
1,335,000 shares of Series B Convertible Exchangeable Preferred Stock and
2,396,667 shares of Series C Convertible Exchangeable Preferred Stock
issued and outstanding. Each share of the Series B and Series C Convertible
Exchangeable Preferred stock is entitled to one vote and votes together
with the common stock as a single class except upon matters relating to the
amendment of rights and preferences for the preferred stock. Accordingly,
there are 19,649,986 shares of capital stock entitled to vote upon ordinary
matters and the percentages in this column are based upon such number of
shares.
4) Mr. Schafran's wife owns 471,964 shares of common stock, 131,667 shares of
preferred stock and warrants to purchase 211,667 shares of common stock.
Mr. Schafran disclaims beneficial ownership of the stock owned by his wife.
5) Mr. Brown owns 551,526 shares of common stock. Mr. Brown could be
considered a beneficial owner of 66,680 shares of common stock held in
custodial account for his son, Alexander J. Brown.
6) Mr. Janes owns 194,078 shares of common stock. He could be considered a
beneficial owner of 6,960 held in joint tenancy with his mother.
7) Mr. Peipers owns 152,747 shares of common stock. Mr. Peipers could be
considered a beneficial owner of 1,681,626 shares of common stock and
130,000 shares of preferred stock held by The Winsome Limited Partnership
F/K/A Crossroads Limited partnership, of which Mr. Peipers is General
Partner. Mr. Peipers could also be considered a beneficial owner of 20,116
common shares and 50,000 shares of preferred stock held by Cornerhouse
Limited Partnership, an affiliate of Winsome.
8) Mr. Taylor owns 428,579 shares of common stock, 200,000 shares of preferred
stock. Mr. Taylor could be considered a beneficial owner of 435,000 shares
of common stock held by a family member and 284,000 shares of common stock
held by a corporation for which Mr. Taylor is an officer. Mr. Taylor could
also be considered a beneficial owner of 277,097 shares of common stock and
400,000 shares of preferred stock held by the Ruth and Vernon Taylor
Foundation and 65,000 shares of preferred stock, and 106,471 shares of
common stock held by the Sara Taylor Swift Revocable Trust, since Mr.
Taylor is a trustee of both.
9) The Winsome Limited Partnership F/K/A Crossroads Limited Partnership, is an
entity for which David H. Peipers is the General Partner. The Winsome
Limited Partnership owns 1,681,626 shares of common stock and 130,000
shares of preferred stock. The Winsome Limited Partnership could also be
considered a beneficial owner of 20,116 shares of common stock and 50,000
shares of preferred stock held by Cornerhouse Limited Partnership, an
affiliate of The Winsome Limited Partnership.
10) GAMI Investments, Inc., a Delaware Corporation, owns 387,830 shares of
common stock and 933,333 shares of preferred stock.
11) The Directors and Officers as a group (five persons) beneficially own
2,673,733 shares of common stock, and 180,000 shares of preferred stock.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Board of Directors currently consists of four (4) members: L.G. Schafran,
James V. Janes, III, Richard A. Brown and David H. Peipers. The Board has
received and accepted Mr. Browns resignation from the Board effective December
31, 1999. The Board proposes that the three (3) remaining directors be
re-elected as directors of Delta-Omega, to hold office until the next annual
meeting of shareholders and until such director's successor is duly elected and
qualified. Each nominee has consented to be named as a nominee and, to the
present knowledge of Delta-Omega, is willing to serve as a director, if elected.
Should any of the nominees not remain a candidate at the end of the Annual
Meeting (a situation which is not expected), proxies with respect to which no
contrary direction is made will be voted in favor of those who remain as
candidates and may be voted for substitute nominees.
The Executive Officers and Directors of Delta-Omega and their ages and positions
are as follows:
Name Age Position Period From Which Served
- ---- --- -------- ------------------------
L.G. Schafran 60 Chairman of the Board January 96
James V. Janes, III 51 President, CEO and October 89
Director
Richard A. Brown 51 Director October 90
David H. Peipers 42 Director February 96
Marian A. Bourque 39 Chief Financial and April 96
Accounting Officer,
Secretary & Treasurer
Delta-Omega has no knowledge of any arrangement or understanding in existence
between any Executive Officer or Director named above and any other person
pursuant to which any such Executive Officer or Director was or is to be elected
to such office or offices. All Officers of Delta-Omega serve at the pleasure of
the Board of Directors. No family relationships exist among the Directors or
Executive Officers of Delta-Omega. There is no person who is not a designated
officer who is expected to make any significant contribution to the business of
Delta-Omega.
The Board of Directors has five committees, which are as follows:
Number of Meetings
During Last Fiscal
Name of Committee Directors Serving Year
- ----------------- ----------------- ----
Nominating Committee L.G. Schafran, Chairman 1
James V. Janes, III
Richard A. Brown
Executive Committee L.G. Schafran, Chairman 1
James V. Janes, III
Richard A. Brown
Audit Committee L.G. Schafran, Chairman 1
David H. Peipers
Richard A. Brown
Compensation and Options James V. Janes, III, Chairman 1
Committee Richard A. Brown
L.G. Schafran
<PAGE>
The Nominating Committee selects Director nominees and will consider suggestions
by shareholders for names of possible future nominees delivered in writing to
the Secretary of Delta-Omega on or before November 1 in any year. The Executive
Committee performs strategic planning and recommends company policies and
direction to the Board. The Audit Committee recommends the engagement and
discharge of independent auditors, directs and supervises special investigations
when necessary, reviews with independent auditors the audit plan and the results
of the audit, reviews the independence of the independent auditors, considers
the range of audit fees and reviews the scope and results of Delta-Omega's
procedures for internal auditing and the adequacy of its system of internal
accounting controls. The Compensation and Options Committee recommends to the
Board the compensation arrangements for senior management and Directors,
adoption of compensation plans in which Officers and Directors are eligible to
participate and the granting of stock options or other benefits under
compensation plans.
The Board of Directors had 2 meetings during the last fiscal year. No Director
attended less than 75 percent of the meetings of the Board and the meetings of
the committee on which the respective Directors served held during the
Director's tenure.
Directors' expenses, if any, are reimbursed, including travel, lodging and a per
diem of $150 for out of town travel deemed necessary and in the best interests
of Delta-Omega. Directors are paid no other fees for service as a member of
Delta-Omega's Board of Directors.
L.G. Schafran - Mr. Schafran has been Chairman of the Board of Directors since
January 1996. Since August, 1997, Mr. Schafran has been a Director of COMSAT
Corporation, a NYSE listed global provider of satellite services and digital
networking services, products and technologies. Mr. Schafran is also presently a
director of PubliCard, Inc., a holding company engaged in the development of
smartcard infrastructure and application systems, Kasper ASL, Ltd., a New
York/New Jersey-based leading manufacturer of womens' suits and Tarragon Realty
Investors, Inc., a real estate investment company. Within the last five years,
Mr. Schafran has also been a director of Capsure Holdings Corp., a NYSE listed
property and casualty insurer, Oxigene, Inc., a publicly-traded pharmaceuticals
manufacturer specializing in cancer treatment protocols; Glasstech, Inc., a
manufacturer of glass bending and tempering equipment and Chairman of the
Executive Committee of Dart Group Corporation, a NASDAQ listed company. Since
1984, Mr. Schafran has also acted as the Managing General Partner of LG Schafran
& Associates, a New York City based real estate investment and development
company. Mr. Schafran earned a BBA from the University of Wisconsin in 1960 and
an MBA also from the University of Wisconsin in 1961.
James V. Janes, III - Mr. Janes has been a Director of Delta-Omega since October
1989 and President since January 1996. Mr. Janes was General Manager of
Delta-Omega Technologies, Ltd., Delta-Omega's wholly owned subsidiary, from
November 1989 to December 1990. From 1977 to 1989, Mr. Janes was President of
Janes Industries, Inc., a Louisiana corporation licensed as a general
contractor. Mr. Janes served in the U.S. Air Force, earning the Distinguished
Flying Cross, and between 1973 and 1977 was an instructor and evaluator with the
58th TAC Fighter Squadron at Eglin Air Force Base in Florida. Mr. Janes earned a
B.S. from Northwestern State University in 1970.
David H. Peipers - Mr. Peipers has been a Director of Delta-Omega since February
1996. Mr. Peipers was a co-founder and is Vice-Chairman of Bedminster
Bioconversion Corporation, a private company which designs and develops large
scale composting facilities for the treatment of organic waste streams until
it's sale closes which is expected to occur in the first quarter of 2000. He is
also an active private investor in and director of various companies, including
Thorn Tree Resources, LLC, Segrets, Inc. until it was sold in 1999 to Liz
Claiborne, Cyto Ltd., and SK Technologies. Mr. Peipers earned an A.B. from
Harvard College in 1978 and a J.D. from Harvard Law School in 1981.
Marian A. Bourque - Ms. Bourque has been Chief Financial and Accounting Officer,
Secretary and Treasurer of Delta-Omega since April 1996. Ms. Bourque was
Controller of Delta-Omega from December 1994 to April 1996. Her past
associations include Broussard, Poche, Lewis and Breaux CPA Firm, where she was
active in the Management Advisory Department and Adobe Oil and Gas, where she
was the Accounts Payable Supervisor. Ms. Bourque, a Certified Public Accountant,
earned a B.S. in Accounting from the University of Southwestern Louisiana in
1993.
EXECUTIVE COMPENSATION
None of Delta-Omega's Officers or Directors received direct remuneration of
$100,000 or more during the fiscal year ended August 31, 1999.
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
- --------------------------
Annual Compensation Long Term Compensation
------------------- ----------------------
Securities
Name and Restricted Underlying
Principal Stock Options Compen-
Position Year ($) Salary ($) Bonus ($) Other ($) Awards /SAR's sation ($)
- -------- -------- ---------- --------- --------- ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
J.V. Janes 1999 $90,856 $ -- $ -- -- -- $ --
CEO and 1998 $87,200 $ -- $ -- -- -- $ --
President 1997 $77,000 $ -- $ -- -- -- $ --
</TABLE>
The Board of Directors has approved a Management Bonus Pool which is based on
12% of annual gross profits (before taxes) in excess of $500,000. Bonuses will
be paid to persons filling designated positions, including Directors. The total
pool may not exceed $4,000,000 annually.
Stock Option Plans
Delta-Omega's policy is to grant options to purchase common stock to directors,
officers or key employees as part of an incentive program. In addition to the
grants under this program, Delta-Omega grants options to purchase common stock
to individuals as compensation for services rendered in lieu of cash. On January
17, 1991, Delta-Omega established a non-qualified stock option plan (the 1991
Plan) under which 1 million options to purchase common stock were made
available. In fiscal year 1994, Delta- Omega amended the 1991 non-qualified
stock option plan to authorize the issuance of an additional 600,000 options.
All options are non-compensatory and are issued at or above the market price on
the date the option is granted.
Delta-Omega's Compensation and Options Committee determines the term of each
grant and when it becomes exercisable. The options expire three years from the
date of grant. As of November 30, 1999, there were 509,000 outstanding options
issued under the 1991 Plan and 1,460,864 outstanding options issued outside the
Plan.
1999 Option Exercises and Year-End Option Value Table
- -----------------------------------------------------
The following table provides information on options exercised in 1999 by the
executive officers named in the Summary Compensation Table, the number of
unexercised options each of them held at August 31, 1999, and the value of
unexercised "in-the-money" options each of them held as of that date. No SAR's
were outstanding at any time during 1999.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-The-Money Options at
Options at 1999 Year-End 1999 Year-End (1)
------------------------ -----------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J.V. Janes -- -- 221,500 -- -0- --
</TABLE>
(1) The values shown in the table are based on the $0.30 closing price of
Delta-Omega's Common Stock on August 31, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Described below are any transactions, or series of similar transactions, for
Delta-Omega's last two fiscal years, or any currently proposed transactions, or
series of similar transactions, to which Delta-Omega or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds $60,000 and in
which any of Delta-Omega's Officers, Directors or Principal Shareholders had, or
<PAGE>
will have, a direct or indirect material interest, naming such person and
indicating the person's relationship to Delta-Omega, the nature of such person's
interest in the transaction(s), the amount of such transaction(s) and, where
practical, the amount of such person's interest in the transaction(s):
During fiscal year 1999, Delta-Omega negotiated nine (9) promissory notes
totaling $270,000 with related parties, of which $225,000 were with members of
the board of directors, in order to maintain its current level of operations.
Each promissory note bears an interest rate of 8.25% per annum. These notes are
short-term and were due during the fiscal year 1999. Extensions were negotiated
on these notes which are included as current liabilities in the balance sheet.
Related party notes totaled $192,000 as of November 30, 1999.
Delta-Omega expects to repay these loans with funds generated from continuing
operations or proceeds from the sale of common stock previously authorized by
the board of directors; however these directors may elect to convert the debt
into equity.
Thorn Tree Resources LLC along with Environmental Concepts, Inc. are investors
in ECI Louisiana LLC, which is a substantial customer of Delta Omega in the area
of oil field chemicals for marine and land based drilling mud vessel cleaning.
David H. Peipers is both the Manager of Thorn Tree Resources LLC and a Director
of Delta Omega. Thorn Tree agreed to participate in the ECI Louisiana venture
once Delta-Omega determined that it was unable to participate in this venture.
ECI is headed by the former sales manager of Delta Omega, David Ball.
REAPPOINTMENT OF AUDITORS
The Board of Directors has selected Broussard, Poche, Lewis and Breaux LLP as
the independent certified public accountants to audit the books, records and
accounts of Delta-Omega for its 2000 fiscal year, pending shareholder approval
of such appointment. Broussard, Poche, Lewis and Breaux LLP has worked in
conjunction with Arthur Andersen & Company LLP, Delta-Omega's independent
auditor at that time, since the 1994 fiscal year and is, therefore, familiar
with the business and financial procedures of Delt Omega. To the knowledge of
Delta-Omega neither this firm nor any of its members has any direct or material
indirect financial interest in Delta-Omega nor any connection with Delta-Omega
in any capacity other than as independent auditor. Although the ratification of
reappointment is not required to be submitted for shareholder approval, it is a
common practice as a courtesy to shareholders. A failure to approve this
proposal will not affect Delta-Omega's plans for this year, but could affect its
decisions in coming years. It has not yet been determined whether a
representative of Broussard, Poche, Lewis and Breaux LLP will attend the Annual
Meeting. Delta-Omega recommends approval of this resolution.
COMPLIANCE WITH SECTION 16(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
Based solely on a review of reports filed with Delta-Omega, all Directors and
Executive Officers timely filed all reports regarding transactions in
Delta-Omega's securities required to be filed during the last fiscal year by
Section 16(a) under the Securities Exchange Act of 1934.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the year 2001 Annual
Meeting of Shareholders must be received by Delta-Omega on or before November
10, 2000 in order to be eligible for inclusion in Delta-Omega's Proxy Statement
and form of Proxy. To be so included, a proposal must also comply with all
applicable provisions of Rule 14a-8 under the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors does not know of any other matters to be brought before
the Annual Meeting. If any other matters not mentioned in this Proxy Statement
are properly brought before the Annual Meeting, the individuals named in the
enclosed proxy intend to vote such proxy in accordance with their best judgment
on such matters.
By Order of the Board of Directors
L.G. Schafran
Chairman of the Board
March 27, 2000
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS
DELTA-OMEGA TECHNOLOGIES, INC.
PROXY
The undersigned shareholder of Delta-Omega Technologies, Inc., a Colorado
corporation, hereby appoints L.G. Schafran, Chairman of the Board of Delta-Omega
Technologies, Inc., my proxy to attend and represent me at the annual meeting of
the shareholders of Delta-Omega to be held on April 25, 2000 at 10:00 A.M.
(CST), and at any adjournment thereof, and to vote my shares on any matter or
resolution which may come before the meeting and to take any other action which
I could personally take if present at the meeting.
1. Election of Directors: Management has nominated the three following persons
to stand for election. You may vote "for" or you may withhold your vote
from any of those persons and vote "for a person nominated by others or
write in your own nominee. To date, no one has been nominated by anyone
other than management.
a) L.G. Schafran For ______
Withhold ______
b) James V. Janes, III For ______
Withhold ______
c) David H. Peipers For ______
Withhold ______
d) ___________________ For ______
Other Withhold ______
2) Reappointment of Auditors:
RESOLVED, that the reappointment of Broussard, Poche, Lewis and Breaux LLP as
the auditing firm for the corporation is hereby ratified.
For _______ Against _______ Abstained _______
Failure to check any of these boxes for each proposal will give management the
authority to vote the proxy at their discretion. This Proxy gives authority to
my Proxy to vote for me on such other matters as may properly come before this
meeting.
Shares Owned: _____________________________
Dated: _____________________________
___________________________________________
Signature of Shareholder
(Sign exactly as name appears on certificate)
___________________________________________
Signature if held jointly
