PROXY STATEMENT PURSUANT TO 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [ ] FILED BY A PARTY OTHER THAN THE REGISTRANT [X]
- ------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
BIOSAFE INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
NEWCOURT LANDFILL REMODELING GROUP
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
BIOSAFE INTERNATIONAL, INC.
10 FAWCETT STREET
CAMBRIDGE, MASSACHUSETTS 02138
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SOLICITATION OF COMPETING PROXIES BY NEWCOURT LANDFILL
REMODELING GROUP FOR SPECIAL MEETING
OF STOCKHOLDERS TO BE HELD ON FRIDAY, APRIL 18, 1997
-----------------
To Our Fellow BioSafe International Shareholders:
You have already been invited to attend a Special Meeting of Stockholders
(the "Special Meeting") of BioSafe International, Inc. (the "Company") which
has been adjourned and is now scheduled to be held on Friday, April 18, 1997
at 10:00 a.m. at the Company's offices located at 10 Fawcett Street,
Cambridge, MA 02138, for the following purposes:
1. To act upon a proposal to approve the change of the Company's state
of incorporation from Nevada to Delaware, including the change of the
Company's name to "Waste Systems International, Inc." as the name of the
surviving corporation, through a merger of the Company into a wholly-owned
subsidiary, and all effects thereof, including the conversion of each
outstanding company security into a corresponding security of the surviving
corporation and certain changes to the Company's Certificate of Incorporation
and Bylaws.
2. To consider and take action upon such other matters as may properly
come before the meeting.
In the opinion of the Newcourt Landfill Remodeling Group, the Company's
proposal to change the state of incorporation is merely a guise to insert
certain anti-takeover provisions into the Company's charter and bylaws.
Newcourt Landfill Remodeling Group consists of Dr. Richard Rosen and certain
of Dr. Rosen's employees, including Mr. Douglas Cohen, the author of the
letter to shareholders dated February 4, 1997 which is attached as an exhibit
to the accompanying proxy solicitation. Such provisions are almost never in
the best interests of shareholders, but rather serve to entrench management of
under performing companies. Given the extremely poor performance of the
Company's officers and directors since the resignation of Dr. Richard Rosen 12
months ago, as evidenced by the drop in the Company's stock price during such
period from approximately $4.00 per share to well under $1.00 per share, the
Newcourt Landfill Remodeling Group does not feel that this proposal is in the
best interests of the Company's shareholders. Dr. Rosen left the Company as
an officer as a result of certain disagreements concerning appropriate
business policies for the Company. Certain activities of Dr. Rosen during his
tenure as an officer of the Company are the subject of ongoing arbitration and
litigation proceedings between the Company and Dr. Rosen.
Newcourt Landfill Remodeling Group urges you not to sign any proxy card
which has been or will be sent to you by the Company. Enclosed herewith is a
green proxy card with a definitive proxy statement from Newcourt Landfill
Remodeling Group. We urge you to fill in and sign the green Proxy Card,
solicited by Newcourt Landfill Remodeling Group, and to mail it promptly in
the postage-prepaid envelope. Any proxy may be revoked by delivery of a later
dated proxy. Stockholders of record who attend the Special Meeting may vote
in person, even if they have previously delivered a signed proxy. At this
time the Newcourt Landfill Remodeling Group has no plans to attempt to change
or influence control of the Company.
Very truly yours,
/s/ Dr. Richard Rosen
Newcourt Landfill Remodeling Group
Dr. Richard Rosen
Shareholder
Boston, MA
March 27, 1997
BIOSAFE INTERNATIONAL, INC.
10 FAWCETT STREET
CAMBRIDGE, MASSACHUSETTS 02138
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PROXY STATEMENT
OF
NEWCOURT LANDFILL REMODELING GROUP
----------------
SOLICITATION OF COMPETING PROXIES BY NEWCOURT LANDFILL
REMODELING GROUP FOR SPECIAL MEETING
OF STOCKHOLDERS TO BE HELD ON FRIDAY, APRIL 18, 1997
-----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by Newcourt Landfill Remodeling Group of BioSafe International, Inc.
(the "Company") for use at the Special Meeting of Stockholders of the Company
which has been adjourned to April 18, 1997, and at any subsequent adjournments
or postponements thereof (the "Special Meeting"). At the Special Meeting,
stockholders will be asked to act upon a proposal to change the state of the
Company's incorporation from Nevada to Delaware and to change the Company name
to "Waste Systems International, Inc." The reincorporation will result from a
merger of the Company into a wholly-owned subsidiary, (the "Delaware Company")
and all effects thereof, including the conversion of each outstanding Company
security into a corresponding security of the surviving corporation and the
adoption of the Delaware Company's Certificate of Incorporation (the "Delaware
Certificate") and Bylaws (the "Delaware Bylaws," together with the Delaware
Certificate, the "Delaware Charter Documents"). Throughout the proxy
statement, the term "Merger" shall refer to the merger of the Company into the
Delaware Company and all effects thereof.
At the Special Meeting, the Newcourt Landfill Remodeling Group will make
a presentation opposing these transactions. These transactions may appear
harmless on their face, but in reality the Delaware Certificate and the
Delaware Bylaws contain numerous anti-takeover provisions. These provisions
include a staggered Board of Directors, provisions making it difficult to
remove existing directors, and difficult amendment thresholds.
The Company's proposal would cause for the Board of Directors to be
divided into three classes serving staggered three year terms. This would
result in the necessity of replacing all of the directors over a three year
period for anyone who desired to alter the Board of Directors.
The Company's proposal would require a two-thirds vote of the
shareholders to remove a director for cause. A director could not be removed
unless it was for cause. This would result in the entrenchment of the current
directors, and would not serve to encourage them to do a reasonable job.
The Company's proposal would also require an 80% vote of the
stockholders to amend the Delaware Charter. These provisions all serve the
purpose of entrenching management, without creating any shareholder value, and
actually serve to decrease the board's need to be responsive to shareholder
value.
NEWCOURT LANDFILL REMODELING GROUP URGES YOU NOT TO SIGN ANY PROXY CARD
SENT TO YOU BY THE COMPANY. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR
PROXY BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR
THE SPECIAL MEETING TO NEWCOURT LANDFILL REMODELING GROUP, 55 CAMBRIDGE
STREET, BURLINGTON, MA 01803, OR TO THE SECRETARY OF THE COMPANY, OR BY VOTING
IN PERSON AT THE SPECIAL MEETING. SEE "VOTING AND PROXY PROCEDURES" BELOW.
The record date for determining stockholders entitled to notice of and
to vote at the Special Meeting is January 3, 1997 (the "Record Date").
Stockholders of record at the close of business on the Record Date will be
entitled to one vote at the Special Meeting for each share of common stock,
par value $.001 per share (the "Common Stock").
As of the Record Date, the Newcourt Landfill Remodeling Group and its
affiliates beneficially owned an aggregate of 1,047,000 shares of Common
Stock, representing approximately 6.4% of the outstanding shares of Common
Stock.
VOTING PROCEDURES
The presence of a majority of the outstanding Common Stock, represented
in person or by proxy at the Special Meeting, will constitute a quorum.
Common Stock represented by proxies that are marked "abstain" will be counted
as shares present for purposes of determining the presence of a quorum on all
matters. With respect to the Company's proposal, the affirmative vote of the
holders of at least a majority of the Common Stock represented in person or by
proxy at the Special Meeting and entitled to vote on the particular matter is
required, assuming the presence of a quorum at the Special Meeting.
PROXY PROCEDURES
IN ORDER FOR YOUR VIEWS TO BE REPRESENTED AT THE SPECIAL MEETING, UPON
RECEIPT OF THE GREEN PROXY CARD FROM THE NEWCOURT LANDFILL REMODELING GROUP
PLEASE MARK, SIGN, DATE AND RETURN IT TO NEWCOURT LANDFILL REMODELING GROUP,
55 CAMBRIDGE STREET, BURLINGTON, MA 01803, IN THE POSTAGE-PREPAID ENVELOPE
WHICH IS PROVIDED. THE GREEN PROXY CARD WILL BE VOTED AT THE SPECIAL MEETING
IN ACCORDANCE WITH YOUR INSTRUCTIONS ON SUCH CARD.
ADDITIONAL INFORMATION
Certain information regarding the Common Stock held by the Company's
Directors, management and 5% shareholders is contained in the Company's Proxy
Statement and is incorporated herein by reference.
Newcourt Landfill Remodeling Group assumes no responsibility for the
accuracy or completeness of any information contained herein which is based
on, or incorporated by reference to, the Company's Proxy Statement.
Newcourt Landfill Remodeling Group
March 27, 1997
<PAGE>
[Logo for Applied Recycling, Inc.
appears along left margin including
address of 55 Cambridge Street,
Burlington, MA 01803-4612, Tel:
617-497-1200, and Fax: 617-497-0702]
February 4, 1997
To: <<Name>>
<<Company>>
From: Douglas M. Cohen
Senior Vice President and
Chief Financial Officer
Subject: BioSafe Proxy
Richard Rosen has asked me to write to you today with an analysis of the
proposal to approve the change in BioSafe's state of incorporation from Nevada
to Delaware including a change of corporate name and related changes to the
certificate of incorporation and bylaws, all of which constitutes the single
question being asked at a special meeting of the stockholders on February 14,
1997.
Hidden in the "related changes to the certificate of incorporation and bylaws"
and is a far more serious issue -- that of the adoption of anti-takeover
provisions. Such provisions are, in our opinion, almost never in the
stockholders' interest, but rather serve to insulate management from the
consequences of their actions.
As described on page 3 of the proxy, the Delaware Certificate of Incorporation
provides that the company's board of directors be divided into three classes
of directors serving staggered three-year terms. As a result, anyone wishing
to change management would have to replace the management slate of directors
in two successive elections over a two-year period.
The certificate further provides (proxy, page 3) that a director may be
removed only for cause and then, only by an affirmative vote of two-thirds of
the outstanding shares at a special meeting called for that purpose.
Finally, the Delaware Certificate provides that it takes 80% of the shares to
amend or repeal any of the provisions regarding directors or amendments to the
Delaware Certificate (proxy, page 8).
Taken together, these provisions would make it virtually impossible to replace
the directors. In the event that a hostile party were dissatisfied with the
way the company is being run and wanted to take over -- even if such an
outside party were to own or be willing to buy a majority interest in the
company -- it would take two elections to replace the board; this would have
a chilling effect on the willingness of any outside party to attempt to
increase shareholder value.
We are not proposing any kind of takeover; we would like to see this
proposal, which requires a majority vote of the stockholders to be passed,
defeated so as not to preclude a white knight which might appear in the
future.
If you have any questions on this, please feel free to give Richard or me a
call at 497-1200.
<PAGE>
<PAGE>
http://208.246.229/scripts/new...W\1997\1\21\Bu44294T1206.html&BSFE
New Company - Market News
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BIOSAFE PLANS NAME CHANGE TO WASTE SYSTEMS INTERNATIONAL
CAMBRIDGE, Mass. -- (BUSINESS WIRE) -- Jan. 21, 1997-- BioSafe International,
Inc. (NASDAQ: BSFE), an innovative waste management company, announced that it
plans to change its name to Waste Systems International, Inc. to reflect the
company's ongoing business focus. "We're very pleased with the name change,
as Waste Systems International describes our role in supplying solutions for
waste management problems both in the United States and throughout the world,"
according to Phil Strauss, the company's chairman, chief executive officer and
president. The company's name change will become official on Feb. 14, 1997,
pending approval by shareholders at a special meeting on that date. A formal
announcement will be made when the name change is effective.
BioSafe International has focused on developing different types of waste
management approaches and has succeeded in receiving patents for its landfill
remodeling process and its medical waste treatment technology. BioSafe is now
actively pursuing implementation of its innovative waste management
approaches, and the new name will reflect the change in the company's focus.
The company's landfill remodeling process has large and growing domestic and
international markets. In a landfill remodeling project, BioSafe recovers up
to 80 percent of the previously used space at the landfill, while converting
the landfill into an environmentally sound facility with liners and leachate
collection systems. The company then generates revenues from the receipt of
tipping fees for disposal in the newly created space.
BioSafe currently operates landfills in Moretown, Vt., and Fairhaven, Mass.,
where it is undertaking the world's largest landfill remodeling project. In
addition, the company has signed agreements with the Massachusetts towns of
Buckland and South Hadley to remodel their municipal landfills. For each of
its landfills, the company plans to develop an integrated solid waste
management operation, including hauling activities and transfer stations, to
ensure a long-term stable waste flow. As part of its efforts to commercialize
its patented medical waste treatment technology, the company has signed an
agreement with ScotSafe Ltd., a Glasgow, Scotland company, for the exclusive
licensing rights to use that treatment technology throughout Europe. Under an
existing licensing agreement, ScotSafe currently operates three facilities in
England, Scotland and Ireland that use BioSafe's treatment technology, known
as continuous-flow auger (CFA) technology. This technology provides a non-
burn solution for treating medical waste and offers a safe alternative to
conventional incineration.
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements
include, among others, statements regarding plans and prospects for
implementation of the company's waste management approaches, results that may
be achieved through application of the company's technology, potential future
landfill projects and plans for development of an integrated solid waste
management operation by the company. Actual results could differ materially
from those projected in the forward-looking statements as a result of a number
of uncertainties, including without limitation uncertainties regarding the
company's ability to finance an expansion of its business to include
additional solid waste management activities, its ability to manage any such
additional activities, the characteristics of particular projects and their
effect on the results and market acceptance of the company's current and
planned solid waste management approaches.
Copyright 1997, Business Wire
New Company - Market News
----------------------------
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<PAGE>
BIOSAFE
INTERNATIONAL, INC. PROXY This Proxy is Solicited on behalf
10 Fawcett Street, of the Newcount Landfill
Cambridge, Massachusetts 02138 Remodeling Group.
The undersigned hereby appoints the Newcount Landfill Remodeling Group and its
representatives as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of common stock of BioSafe International, Inc. (the
"Company") held of record by the undersigned on January 3, 1997 at the special
meeting of shareholders which has been adjourned to April 18, 1997, and any
subsequent adjournment thereof.
1. PROPOSAL TO CHANGE THE COMPANY'S STATE OF INCORPORATION FROM NEVADA TO
DELAWARE AND TO CHANGE THE COMPANY'S NAME TO "WASTE SYSTEMS INTERNATIONAL,
INC."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted against Proposal 1.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership please sign in partnership name by
authorized person.
DATED ______________, 1997.
_______________________________________ ________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE Signature
PROXY CARD PROMPTLY USING THE ________________________________
ENCLOSED ENVELOPE Signature if held jointly
