<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PROXY STATEMENT
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 240.14a-11(c) or 240.14a-12
POLYMER SOLUTIONS, INC.
1569 DEMPSEY ROAD
NORTH VANCOUVER, BRITISH COLUMBIA, CANADA V7K 1S8
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(Exact name of Registrant as specified in its charter)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
NEVADA, USA
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(Jurisdiction of Incorporation or Organization)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
POLYMER SOLUTIONS, INC.
1569 DEMPSEY ROAD
NORTH VANCOUVER, BRITISH COLUMBIA
CANADA V7K 1S8 TEL: (604) 683-3473
WWW.POLYSOLUTIONS.COM
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 17, 1999
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the
shareholders of Polymer Solutions, Inc. (the "Company"), a Nevada corporation,
will be held at Campney & Murphy, Main Boardroom, 2100 - 1111 West Georgia
Street, Vancouver, British Columbia, Canada on Tuesday, August 17, 1999 at 10:00
a.m. (Pacific time) for the following purposes:
1. To appoint PricewaterhouseCoopers, LLP, Certified Public Accountants as the
Company's independent public auditor for the fiscal year ending March 31,
2000.
2. To elect the following persons as Directors of the Company for a term of 1
year:
Gordon L. Ellis John J. Sutherland
Stephen H. Silbernagel Darryl F. Jones
William A. Maligie Gerald A. Habib
E. Laughlin Flanagan
3. To approve the granting of 20,000 stock options per year to each of the
outside Directors, with options expiring after three years, yielding a
cumulative maximum amount of options outstanding at any one time of 60,000
options and such options to be included as part of the EVA plan. Each grant
shall be made January 21 of each year, for a four year period commencing on
January 21, 1999.
4. To transact such other business as may properly come before the Meeting or
any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on June 24, 1999 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting or any adjournment(s) thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, SHAREHOLDERS ARE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED FORM OF PROXY IN THE
ENCLOSED ENVELOPE. A proxy will not be valid unless it is received at the office
of the Transfer Agent, Pacific Corporate Trust Company, 830-625 Howe Street,
Vancouver, British Columbia, V6C 3B6, not less than 48 hours (excluding
Saturdays, Sundays and holidays) before the time fixed for the Meeting. A Form
of Proxy received at the offices of the Transfer Agent or Company after this
time, but prior to the Meeting, may be accepted or rejected as late, at the
discretion of the Chairman. Your Form of Proxy will be returned to you if you
are present at the Meeting and should request its return.
DATED at Vancouver, British Columbia, BY ORDER OF THE BOARD OF DIRECTORS
this 12TH day of July, 1999.
/s/ Gordon L. Ellis
----------------------------------
Gordon L. Ellis, Chairman
<PAGE> 3
POLYMER SOLUTIONS, INC.
1569 Dempsey Road
North Vancouver, British Columbia
Canada V7K 1S8
www.polysolutions.com
(Principal executive office)
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 17, 1999
- --------------------------------------------------------------------------------
SOLICITATION OF PROXIES
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES
BY THE BOARD OF DIRECTORS (THE "BOARD OF DIRECTORS" OR "BOARD") OF POLYMER
SOLUTIONS, INC. (THE "COMPANY"), A NEVADA CORPORATION, FOR USE AT THE ANNUAL
GENERAL MEETING (THE "MEETING") OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD ON
AUGUST 17, 1999 AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE
ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS. This Proxy
Statement and the accompanying Notice and Form of Proxy are being mailed to
shareholders of the Company, entitled to vote at the Meeting, on or about July
15, 1999. It is expected that the solicitation will be primarily by mail.
Proxies may also be solicited personally or by mail, telephone or telegraph by
directors ("Directors"), officers ("Officers") or regular employees of the
Company for no additional compensation, however, out-of-pocket expenses will be
reimbursed. Brokerage houses and other custodians, nominees and fiduciaries will
be requested, in connection with the shares registered in their names, to
forward solicitation materials to the beneficial owners of such shares. The
Company will reimburse brokerage firms and other persons representing beneficial
owners of the common shares for their reasonable expenses in forwarding
solicitation material to such beneficial owners. THE COSTS OF THIS SOLICITATION
WILL BE BORNE BY THE COMPANY.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the accompanying Form of Proxy are executive officers
("Executive Officers" or "Officers") of the Company planning to be in attendance
at the Meeting and nominated by the Board of Directors. A SHAREHOLDER DESIRING
TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A SHAREHOLDER) TO REPRESENT HIM OR
HER AT THE MEETING AS PROXYHOLDER MAY DO SO, EITHER BY:
1. STRIKING OUT THE PRINTED NAMES AND INSERTING THE DESIRED PERSON'S NAME IN
THE BLANK SPACE PROVIDED IN THE FORM OF PROXY; OR
2. BY COMPLETING ANOTHER PROPER FORM OF PROXY.
The completed Form of Proxy must be received at the office of the transfer
agent, Pacific Corporate Trust Company (the "Transfer Agent"), located at
830-625 Howe Street, Vancouver, British Columbia, V6C 3B8, not less than 48
hours (excluding Saturdays, Sundays and holidays) before the time fixed for the
Meeting or before the time that the Meeting is to be reconvened following any
adjournment thereof. A Form of Proxy received at the offices of the Transfer
Agent or the Company after this time, but prior to the Meeting, may be accepted
or rejected as late, at the discretion of the Chairman.
A shareholder's Form of Proxy will be returned if the shareholder is present at
the Meeting and should request its return. A shareholder who has given a Form of
Proxy may also revoke it by an instrument in writing delivered to the office of
the Transfer Agent or to the registered office of the Company, 1575 Delucchi
Lane, Suite 224, Reno, Nevada, 89502 U.S.A., at any time up to and including the
last business day preceding the day of the Meeting, or any adjournment thereof,
or to the Chairman of the Meeting on the day of the Meeting or any adjournment
thereof, or in any other manner provided by law. If the shareholder is a
corporation, any such instrument of revocation must be executed under the
corporate seal or by a duly authorized officer or attorney of the corporation.
<PAGE> 4
VOTING OF PROXIES
If the Form of Proxy is properly completed and returned to the Transfer Agent,
the shares represented by the Form of Proxy will be voted at the Meeting. Where
a shareholder indicates a choice with respect to any matter to be acted upon at
the Meeting, the shares will be voted in accordance with the specification so
made. IF A CHOICE IS NOT SO SPECIFIED, IT IS INTENDED THAT THE PERSON DESIGNATED
BY THE BOARD OF DIRECTORS IN THE ACCOMPANYING FORM OF PROXY WILL VOTE THE SHARES
REPRESENTED BY THE FORM OF PROXY IN FAVOR OF EACH MATTER IDENTIFIED ON THE FORM
OF PROXY AND, THEREFORE, "FOR" THE NOMINEES OF THE COMPANY FOR DIRECTORS AND
AUDITOR, AND "FOR" THE APPROVAL OF AUTOMATIC ANNUAL STOCK OPTION GRANTS TO
OUTSIDE DIRECTORS.
The Form of Proxy accompanying this Proxy Statement confers discretionary
authority upon the named proxyholder with respect to amendments or variations to
the matters identified in the accompanying Notice of Annual Meeting and with
respect to any other matters which may properly come before the Meeting. As of
the date of this Proxy Statement, the Board of Directors of the Company knows of
no such amendment or variation or matters to come before the meeting other than
those referred to in the accompanying Notice of Annual General Meeting.
VOTING SHARES
On June 24, 1999, 6,475,785 common shares ("Common Shares") without par value of
the Company were issued and outstanding, each such share carrying the right to
one vote at the Meeting. The Record Date as of which members are entitled to
receive notice of and to vote at the Meeting is June 24, 1999. The closing price
of the Company's Common Shares on the Vancouver Stock Exchange (the "Exchange")
on June 24, 1999 was Cdn$0.79.
FINANCIAL STATEMENTS
The Company's 1999 Annual Report, which contains the consolidated Financial
Statements for the fiscal year ended March 31, 1999 and Management's Discussion
and Analysis thereon, is being mailed with this Proxy Statement to shareholders
entitled to notice of the Meeting.
AUDITORS
APPOINTMENT OF AUDITORS (ITEM 1 OF FORM OF PROXY)
The Board of Directors of the Company recommends PricewaterhouseCoopers, LLP,
Certified Public Accountants for appointment by the shareholders as the
Company's independent public auditor for the fiscal year ended March 31, 2000.
PricewaterhouseCoopers has acted as the Company's auditor since fiscal 1989 and
will have a representative present at the Meeting to make a statement, if they
desire to do so, and to respond to any questions from the shareholders.
PRINCIPAL SHAREHOLDERS AND
SHARE OWNERSHIP OF MANAGEMENT
The following table provides information, as of the Record Date (June 24, 1999),
with respect to Common Share ownership by (i) the persons known to management
beneficially owning Common Shares carrying more than 5% of the voting rights
attached to all Common Shares of the Company, (ii) each Director, (iii) the
Chief Executive Officer, (iv) each Executive Officer named in the Summary
Compensation Table, and (v) all Directors and Executive Officers as a group.
Except as otherwise indicated in the footnotes below, all of the shares listed
for a person named in the table are directly held, with sole voting and
dispositive power.
<TABLE>
<CAPTION>
TITLE OF AMOUNT PERCENT OF
CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Gordon L. Ellis (1)(2)(3)(4)(5) 1,363,840 20.3%
North Vancouver, British Columbia, Canada
Common William A. Maligie (6)(7)(8)
Chico, California, USA 480,522 7.2%
Common E. Laughlin Flanagan (9)
Chico, California, USA 391,958 3.4%
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C> <C> <C>
Common Stephen H. Silbernagel (10)(11) 137,689 2.1%
Vancouver, British Columbia, Canada
Darryl F. Jones (12)
Common Surrey, British Columbia, Canada 37,805 <1.0%
Gerald A. Habib (13)
Common Shokan, New York, USA 32,330 <1.0%
Common John J. Sutherland (14) 30,000 <1.0%
West Vancouver, British Columbia, Canada
- ----------------------------------------------------------------------------------------------------------
Common Directors and Executive Officers 2,725,222 36.5%
as a Group (9 Persons)(15) (16)
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 600,857 common shares and 81,500 common shares underlying share
purchase warrants and 38,888 common shares subject to earn-out provisions,
held by ABE Industries (1980) Inc. Mr. Ellis controls voting and
dispositive powers.
(2) Includes 67,500 common shares underlying share purchase warrants held by
Mr. Ellis.
(3) Includes 46,670 common shares underlying incentive stock options granted
to Mr. Ellis.
(4) Includes 15,500 common shares and 7,750 common shares underlying share
purchase warrants and 116,666 common shares subject to earn-out
provisions, held by Shelan Development Corp. Gordon Ellis and Shelley R.
Smith each own a 50% interest in Shelan and equally share voting and
dispositive powers.
(5) Includes 182,259 commons shares and 41,500 common shares underlying share
purchase warrants and 11,666 common shares subject to earn-out provisions
held by Gordann Consultants Ltd. Gordon L. Ellis owns 51% interest and Mr.
Ellis' spouse owns 49% interest in Gordann Consultants Ltd., Mr. Ellis
controls voting and dispositive powers.
(6) Includes 150,000 common shares underlying incentive stock options granted
to Mr. Maligie.
(7) Includes 160,000 common shares underlying share purchase warrants granted
to Mr. Maligie.
(8) Includes 19,444 common shares subject to earn-out provisions.
(9) Includes 250,000 common shares underlying share purchase warrants with
one-third vested February 1st each year, commencing February 1, 1999.
(10) Includes 76,867 common shares and 20,500 common shares underlying share
purchase warrants granted to L.E. Management Ltd. Mr. Silbernagel owns 33%
interest in L.E. Management Ltd. and controls 100% of share voting and
dispositive powers.
(11) Includes 30,000 common shares underlying incentive stock options granted
to Mr. Silbernagel.
(12) Includes 30,000 common shares underlying incentive stock options granted
to Mr. Jones.
(13) Includes 32,330 common shares underlying incentive stock options granted
to Mr. Habib.
(14) Includes 30,000 common shares underlying incentive stock options granted
to Mr. Sutherland.
(15) Includes 20,000 common shares and 10,000 common shares underlying share
purchase warrants and 40,000 common shares underlying incentive stock
options granted to Mr. Walls.
(16) Includes 150,000 common shares underlying share purchase warrants granted
to Mr. Smith
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), as
amended, requires the Company's Officers and Directors, and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities, to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. Officers, Directors and greater than 10%
beneficial owners also are required by the rules promulgated by the Securities
and Exchange Commission to furnish the Company with copies of all Section 16(a)
forms they file.
The Officers, Directors and greater than 10% beneficial owners became subject to
Section 16 on February 26, 1997 at which time the Company was no longer deemed a
"foreign private issuer" as such term is defined in Rule 3b-4 of the Securities
Exchange Act of 1934. The Company has not received copies of the filings from
its Officers and Directors and cannot yet determine whether such Officers and
Directors filed all reports required of them on a timely basis and to the extent
of any such Officers and Directors having not filed a report on a timely basis.
The Company has obtained an undertaking by such Officers and Directors to make
all requisite filings.
3
<PAGE> 6
DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS (ITEM 2 OF FORM OF PROXY)
The number of Directors may be determined by resolution of the Board of
Directors at any meeting; presently, the Board has set the number of Directors
at seven (7).
Unless otherwise directed in the accompanying Form of Proxy, the persons
appointed in the Form of Proxy intend to nominate and vote the shares
represented by such Form of Proxy "FOR" the election of each of the following
nominees for the office of Director of the Company, to serve as a Director for a
term of one year, or until his successor is duly elected or appointed, unless
his office is earlier vacated in accordance with the By-laws of the Company or
he becomes disqualified to act as a Director. All of the nominees are presently
Directors and will have their terms of office as Directors expire at the
Meeting.
<TABLE>
<CAPTION>
DIRECTOR OF TERM AS
PRESENT POSITION PREDECESSOR DIRECTOR OF DIRECTOR
NOMINEE AGE WITH COMPANY SINCE PSI SINCE TO EXPIRE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gordon L. Ellis 52 Director, Chairman Dec. 1986 Feb. 26, 1997 1999
John J. Sutherland 49 Director Aug. 1989 Feb. 26, 1997 1999
Stephen H. Silbernagel 52 Director Sept. 1990 Feb. 26, 1997 1999
Darryl F. Jones 45 Director, Jan. 1994 Feb. 26, 1997 1999
Secretary/Treasurer
William A. Maligie 41 Director, President of Sept. 1995 Feb. 26, 1997 1999
AMT U.S.A.
Gerald A. Habib 53 Director May 2, 1996 Feb. 26, 1997 1999
E. Laughlin Flanagan 51 Director, President, CEO -- Mar. 25, 1998 1999
</TABLE>
Although the Company does not contemplate that the above named nominees will
refuse or be unable to accept or serve as Directors of the Company, the persons
appointed in the enclosed accompanying Form of Proxy intend, if a nominee
becomes unavailable, to vote the shares represented by the Form of Proxy "FOR"
the election of such other person as may be nominated or designated by the Board
of Directors, unless they are directed by the Form of Proxy to do otherwise.
No family relationship exists between any Director, Executive Officer, or
significant employee.
No director or officer of the Company is, or within the past five years has
been, a director or officer of any other registrant that, while that person was
acting in the capacity of a director or officer for said issuer, was the subject
of a cease trade or similar order or an order that denied the registrant access
to any statutory exemptions for a period of more than 30 consecutive days, or
was declared bankrupt or made a voluntary assignment in bankruptcy, made a
proposal under any legislation relating to bankruptcy or insolvency, or has been
subject to or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed to hold the
assets of that registrant, with the exception of John Sutherland. JCI
Technologies, of which Mr. Sutherland was a Director at that time, was subject
to a cease trading order in early 1999 for 33 days on the Alberta Stock Exchange
as a result of its failure to file financial statements. The cease trade order
has since been lifted.
The following is a brief summary of the business experience, during the past
five years, of each Director and nominee for Director of the Company.
Gordon L. Ellis has been Chairman and a Director of the Company or its
predecessors since December 1986. Mr. Ellis is also a Director of Alternative
Materials Technology, Inc. ("AMT USA"), the Company's operating subsidiary. Mr.
Ellis is President, C.E.O. and a director of International Absorbents Inc.
("IAB"), a publicly held company, listed on the OTC Bulletin Board, which
manufactures and sells absorbent products for the industrial and animal care
markets. Mr. Ellis is a Director of eXcape.Net Inc. ("eXcape") a private company
engaged in the development and operation of a computer network to provide EDI
and electronic financial services to financing institutions in Asia. Mr. Ellis
is a Director and President of Central Minera Corp., a resource company listed
on the OTC Bulletin Board.
4
<PAGE> 7
John J. Sutherland has been a director of the Company or its predecessors since
August 1989. Mr. Sutherland is a Certified General Accountant and as of March,
1997 served as President and CEO of ASC AVCAN Systems Corporation ("ASC"), a
VSE-listed company, which develops software for use in global positioning
satellite systems. Prior to joining ASC. Mr. Sutherland was Vice-President
Finance of Arequipa Resources Ltd., Vice President Zen International Resources
Ltd. from April 1996 to February 1997 and a financial consultant to public and
private companies in Vancouver, British Columbia. Mr. Sutherland is a Director
of IAB and a Director of JCI Technologies Inc., a publicly held company listed
on the Alberta Stock Exchange.
Stephen H. Silbernagel has been a director of the Company or its predecessors
since September 1990. Mr. Silbernagel is a lawyer, practicing in Vancouver,
British Columbia and is a partner in the firm Silbernagel & Company. Mr.
Silbernagel is a director of IAB.
Darryl F. Jones is the Secretary/Treasurer of the Company and has been a
director of the Company or its predecessors since January 1994. Mr. Jones is a
Chartered Accountant and is the Secretary/Treasurer of eXcape, and is Vice
President, Finance for Orion Technologies (Canada) Inc. Between January 1993 and
October 1996, Mr. Jones was the President, CEO and a Director of IAB.
William A. Maligie has been a Director of the Company or its predecessors since
September 1995 and has been a Director and the President of AMT USA since its
inception in 1989. Mr. Maligie is responsible for the development of the
Company's market leading products and its market growth to date.
Mr. Habib has been a Director of the Company since its reorganization in May
1996. Mr. Habib served as a Director of Besicorp Group until its merger in 1999
and is currently a Director of Besicorp Ltd. Until May 1999 Mr. Habib served as
a vice president of a specialty polymer company. In 1993 Mr. Habib formed The
Berkshire Group, a screening and assessment company for mergers and
acquisitions. In the past, Mr. Habib directed worldwide planning and business
development for NL, Chemicals and was Vice-President of Elitine Corp. and was
Business and Planning Manager for Olin Chemicals.
Mr. E. Laughlin Flanagan is President, CEO and a Director of the Company since
February 6, 1998. Mr. Flanagan is also a Director and Secretary/Treasurer of AMT
USA. Immediately prior to joining the Company, Mr. Flanagan was COO, CFO and
Principal of LTAC, Inc., a holding company established for the acquisition of
other companies. Prior to that, he was Vice President of Operations and CFO of
Active Noise and Vibration Technologies, Inc.
BOARD MATTERS AND COMMITTEES
During the 1999 fiscal year, the Board of Directors of the Company or its
predecessors held eleven regular (monthly) meetings. Each of the members of the
Board of Directors of the Company participated in at least 75% of the aggregate
number of meetings of the Board of Directors and all committees of the Board on
which the Director served during the 1999 fiscal year.
The Company's Board of Directors has three committees, an audit committee
("Audit Committee") comprised of Messrs. Jones, as Chairman, Flanagan, and
Sutherland, and a compensation committee ("Compensation Committee") comprised of
Mr. Silbernagel, as Chairman, Mr. Sutherland and Mr. Jones and an executive
committee ("Executive Committee") comprised of Mr. Flanagan, as Chairman, Mr.
Ellis and Mr. Jones for the fiscal year ended March 31, 1999.
The Audit Committee held one meeting during the 1999 fiscal year. Its duties
include making recommendations to the Board of Directors concerning the hiring
and dismissal of the Company's independent auditors; reviewing the completed
audit with the independent auditors regarding the conduct of the audit,
accounting adjustments, recommendations for improving internal controls and any
other significant findings during the audit; meeting periodically with
management to discuss accounting and financial controls; and initiating and
supervising any special investigations deemed necessary.
The Compensation Committee was formed in January 1999 and held one meeting
during the 1999 fiscal year. Its primary duties concern the granting and
amending of incentive stock options, warrants and bonuses to employees and
Executive Officers of the Company; review and implement Executive Officers
employment contracts and the hiring and dismissal thereof and any other such
compensation which may come before the committee in which recommendations are
submitted to the Board of Directors.
5
<PAGE> 8
Please see Approval of Automatic Annual Stock Option Grants to outside Directors
(ITEM 3 OF THE FORM OF PROXY) for approval of options granted to outsiders of
the company.
The Executive Committee was formed in February 1999 and has not held a meeting.
The Executive Committee was formed to negotiate and sign letters of intent for
any strategic relationship, including acquisitions, divestiture, joint ventures
or other such strategic relationships.
EXECUTIVE OFFICERS OF THE COMPANY
For the purpose of this Proxy Statement, "Executive Officer" of the Company
shall mean the Chairman and any Vice-Chairman of the Board of Directors, where
that person performs the functions of such officer on a full-time basis, the
President, and any Vice-President in charge of a principal business unit such as
sales, finance or production, and any officer of the Company or of a subsidiary
who performs a policy-making function in respect of the Company, whether or not
such officer is also a Director of the Company or the subsidiary.
The Executive Officers of the Company (including positions held with the
operating subsidiary, Alternative Materials Technology, Inc.), their ages,
principal occupations and business experience for the past five years, and
tenures as Executive Officers are shown in the following table. Executive
officers are appointed by, and serve at the pleasure of, the Board of Directors.
<TABLE>
<CAPTION>
OFFICE HELD WITH COMPANY
OFFICE (OR PREDECESSORS)
NAME AGE HELD SINCE AND OPERATING SUBSIDIARY
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gordon L. Ellis 52 1998 Chairman
1986 Chairman, President and C.E.O.
1989 Director of AMT USA;
E. Laughlin Flanagan
51 1998 President, C.E.O. and Director
Secretary/Treasurer and Director of AMT USA
William A. Maligie
41 1989 President, C.E.O. and Director of AMT USA
1995 Director
Darryl F. Jones
45 1999 Treasurer/Secretary
1994 Director
Craig Pollock 39 1998 Vice President, Marketing & Sales
- ---------------------------------------------------------------------------------------------------------
</TABLE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors submits the following report to shareholders in respect
to the compensation policies applicable to the Company's Executive Officers
during the fiscal year ended March 31, 1999.
6
<PAGE> 9
COMPENSATION PHILOSOPHY
The Board of Directors believes that the Company's executive compensation policy
("Executive Compensation Policy") is a critical part of the effective management
of its key executives. The Executive Compensation Policy serves to reward senior
management behavior, which in turn builds the long-term value of the Company for
shareholders, by focusing on the following objectives:
- Maintaining a strong relationship between performance and rewards;
- Establishing consistent decision-making processes and rules of conduct;
- Clearly communicating the pay program and its link to performance; and
- Actively encouraging share ownership.
EXECUTIVE COMPENSATION POLICY
The principal elements of the Company's Executive Compensation Policy are base
salary and incentive compensation (annual bonuses and stock options) and this
policy applies to all salaried executive employees.
Base Salary
The Company establishes base salaries annually in relation to comparable
positions among industry competitors and (geographical) neighbouring businesses.
Base salaries may be adjusted from time to time to reflect increased average
salary within industry and local employers, increased responsibilities
undertaken by the executive, or individual performance of the executive.
Although base salaries may be set at levels somewhat below these other
employers, performance-based incentive compensation provides an opportunity for
above-market total compensation.
Employee Benefit and other Compensatory Plans
The Company provides incentive compensation in the form of annual bonuses and
grants of stock options. The Company does not have any pension, cash profit
sharing, retirement or similar plans or agreements or understandings pursuant to
which cash or non-cash compensation (including non-accountable expense
allowances or commissions) is payable to any of its Executive Officers, other
Officers or Directors other than as provided in this Proxy Statement. The
Company does not plan to adopt any pension, cash profit sharing, retirement or
other similar benefit plan in the near future.
The Company, by means of the granting of stock options, seeks to provide for
itself or any subsidiary or affiliate of the Company a means to attract and
retain the best available persons for positions of substantial responsibility
and to provide certain key employees with an additional incentive to contribute
to the success of the Company. The Company, its subsidiaries or affiliates,
bases stock option amounts upon an employee's duties, responsibilities and
length of employment.
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total direct or
indirect (management service agreements) compensation during the last three
fiscal years of the Company's Chairman and its other Executive Officers whose
compensation exceeded (US) $100,000. Information is given for each of the last
three fiscal years for each Executive Officer who served at any time during such
year as an Executive Officer of the Company, its predecessors or its
subsidiaries.
7
<PAGE> 10
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------- ---------------------------- -------
OTHER(1) RESTRICTED LTIP ALL OTHER
NAME AND PRINCIPAL FISCAL COMPEN- OPTIONS STOCK PAYOUTS COMPENSATION
POSITION YEAR SALARY(1)($) BONUS($) SATION($) GRANTED(#) AWARD(S)($) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gordon L. Ellis(2) 1999 C$ 60,000 -- C$ 2,069 -- -- -- --
Chairman 1998 C$ 60,000 -- C$ 2,042 46,670 -- -- --
1997 C$ 60,000 -- C$ 2,647 -- -- -- --
E. Laughlin Flanagan 1999 US$124,758 US$25,572 US$ 8,030 250,000(4) -- -- --
President & C.E.O. 1998 US$ 10,000 -- US$34,816(3)
1997 -- -- --
William A. Maligie
President & C.E.O. 1999 US$144,952 -- US$ 5,215 100,000(5) -- -- --
AMT USA 1998 US$120,000 -- US$12,800 150,000 -- -- --
1997 US$120,000 -- US$10,366 -- -- -- --
</TABLE>
(1) Paid or payable by the Company or its subsidiaries.
(2) Management service agreement fees paid to Gordann Consultants Ltd.
(3) Includes Relocation Cost Reimbursement
(4) Includes warrants granted to Mr. Flanagan December 15, 1998
(5) Includes warrants granted to Mr. Maligie December 15, 1998
OPTION GRANTS TABLE
The Company has never granted stock appreciation rights ("SAR's") and it is
currently intended that none be granted in the future. The following table sets
forth information regarding all grants of options to the individuals named in
the Summary Compensation Table during the fiscal year ended March 31, 1999, and
the potential realizable value of such options using a 5% and 10% assumed annual
rate of appreciation in the price of the Company's Common Shares. The particular
assumed annual rates of stock appreciation used in this table are specified
under the rules and regulations of the Securities and Exchange Commission and
are not necessarily indicative of future stock price performance or the
Company's projections thereof. Over a three-year option term, the corresponding
increase in the Company's market capitalization over the same period (measured
from the end of the last fiscal year) would be (a) $536,270 with an assumed 5%
annual rate of stock appreciation, and (b) $1,126,124 with an assumed 10% annual
rate of stock appreciation.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
PERCENTAGE VALUE IN U.S. $ AT
OF TOTAL ASSUMED ANNUAL
OPTIONS OPTIONS RATES OF APPRECIATION
GRANTED GRANTED TO EXERCISE FOR OPTION TERM
(NO. OF EMPLOYEES PRICE EXPIRATION ----------------------
NAME SHARES)(1) IN FISCAL YEAR (2) US$ DATE 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
E. Laughlin December 15,
Flanagan 250,000 41% US$0.75 2003 $20,702 $35,528
December 15,
William Maligie 100,000 16% US$0.65 2003 $ 8,281 $17,390
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Warrants issued only
(2) Based upon percentage of total warrants granted December 15, 1999.
8
<PAGE> 11
OPTION EXERCISES AND FISCAL YEAR-END VALUE
The following table sets forth information concerning the exercise of options
during the fiscal year ended March 31, 1999, and the value at March 31, 1999 of
unexercised "in-the-money" options held by each of the Executive Officers named
in the Summary Compensation Table. All options are exercisable, in whole or in
part, at any time until date of expiration.
<TABLE>
<CAPTION>
AT MARCH 31, 1999
-------------------------------------------
AGGREGATE # OF EXERCISABLE VALUE OF
# OF SHARES VALUE /UNEXERCISABLE EXERCISABLE
ACQUIRED ON REALIZED OPTIONS IN-THE MONEY
NAME EXERCISE ($)(1) /WARRANTS OPTIONS $(2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gordon Ellis -- -- 46,670 Nil
E. Laughlin Flanagan 83,334/166,666(3) Nil
William Maligie -- -- 250,000(4) Nil
- ------------------------------------------------------------------------------------------------------------
All Directors and
Executive Officers as a
group (Total 9) -- -- 859,000(5) Nil
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the difference between the option exercise price and the closing
market price of the Company's shares.
(2) In-the-Money Options are those where the market value of the underlying
securities as at the most recent fiscal year end exceeds the option
exercise price. The closing market price on the Exchange of the Company's
shares as at fiscal year ended March 31, 1999 was Cdn$0.89
(3) Represents warrants issued December 15,1999.
(4) Includes 100,000 warrants issued December 15, 1999.
(5) Includes 500,000 warrants.
EMPLOYMENT AGREEMENTS
During 1988, the Company entered into a management services agreement with
Gordann Consultants Ltd., (50.1% of the shares of which are owned by Gordon L.
Ellis) for the services of Gordon L. Ellis serving as Chairman of the Board. The
Company pays Cdn$5,000 per month to Gordann Consultants Ltd. for management
services. The management services agreement is terminable upon three months
notice by either party.
In March 1997 the Company and AMT USA entered into a written employment
agreement with William A. Maligie in respect to his position as President of AMT
USA and confirming the basic terms of his employment and responsibilities which
have been established orally from time to time since AMT USA's formation in
1989. Mr. Maligie currently receives a salary of US$10,000 per month and
increased each January 1st by an amount equal to the greater of the consumer
Price Index or by 3% per year. The written employment agreement has a six-year
term commencing March 1, 1997 and contains compensation (remaining salary until
expiry of term) and non-compete covenants in the case of the Company's
termination of Mr. Maligie's employment without cause.
The Company and Mr. E. Laughlin Flanagan entered into an employment agreement in
February 1998 with amendments made June 14, 1999. As in the original employment
agreement, Mr. Flanagan , acting as President and Chief Executive Officer of the
Company has a basic monthly salary of $12,500 per month. The amendment
incorporates a yearly performance bonus based upon the attainment of mutually
agreed benchmarks established annually. The term of the employment agreement is
for a period of three years from February 1998 and automatically renews annualy
until terminated by either party.
BOARD COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee establishes the policies governing the
compensation of the Company's Executive Officers. Messrs Silbernagel,
Sutherland, Jones and Habib, the Company's outside directors, were not at any
9
<PAGE> 12
time during fiscal 1999, nor during any preceding fiscal year, an Executive
Officer or employee of the Company or its predecessors. In January, 1999 the
Compensation Committee recommended that fees for outside directors be set at
$200 cash per meeting, plus 20,000 options per year as remuneration for
attendance at meetings or other deliberations. Approval and resolution was made
by the Board of Directors at that time (See "APPROVAL OF AUTOMATIC STOCK OPTION
GRANTS TO OUTSIDE DIRECTORS)".
Messrs. Ellis, Flanagan and Maligie serve as Executive Officers of the Company
and are compensated pursuant to written management service agreements. During
the fiscal year amendments to the compensation terms provided in those
agreements are disclosed above (see "EMPLOYMENT AGREEMENTS").
It is the policy of the Board to exclude any interested Director from voting on
any matter, which may involve an actual or potential conflict of interest,
including the granting or amending of stock options.
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
Other than routine indebtedness, none of the Directors, Executive Officers and
proposed nominees for election as Directors of the Company, and associates or
affiliates of such Directors, Executive Officers or proposed nominees are or
have been indebted to the Company since the beginning of the last completed
financial year of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since the commencement of the Company's last completed fiscal year, no insider
of the Company, proposed nominee for election as a Director of the Company, nor
any associate or affiliate of such insider or proposed nominee, has been
materially interested in any transaction of the Company, nor is any such person
interested in any proposed transaction which has materially affected or would
materially affect the Company (or any of its subsidiaries) except for the
matters referred to below. With regard to any matter involving an actual or
potential conflict of interest with any member of the Company's Board of
Directors, it has been the policy of the Board to exclude the interested
Director from voting on such a matter.
Effective February 1, 1995, the Company and its subsidiaries rent their
executive office space and office equipment in North Vancouver, British Columbia
from ABE, a company controlled by Gordon L. Ellis, for a total monthly fee of
Cdn$1,000 per month. Management believes this rental fee is less than rents
charged by third parties for similar accommodations.
During the year ended March 31, 1999 ABE was paid $67,074.55 for office rent and
related services, and reimbursement of advances, investor relations and
secretarial services. In addition, as at March 31, 1999, $14,175.13 was owed by
the Company to ABE for these advances and reimbursable expenses. A portion of
the Company's indebtedness was extinguished by an agreement for common stock of
the Company for debt in the amount of $66,503
During the fiscal year ended March 31, 1999 the Company reached a settlement
agreement for the debt in the amount of $65,308 owed to Mr. Flanagan which
included a portion of his salary and reimbursement of expenses for his
relocation to the Company's office in Chico. The issue of Common Shares of the
Company satisfied the debt.
The Company has entered into a management services agreement with Gordann
Consultants for the services of Gordon L. Ellis (Chairman of the Board of
Directors) and an employment agreements with William A. Maligie and E. Laughlin
Flanagan. Please see "COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS" for
description of the remuneration paid or payable under these agreements.
The Company has, in prior years, granted stock options and warrants to certain
of its Directors and Executive Officers. See "COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS".
10
<PAGE> 13
SPECIAL BUSINESS
APPROVAL OF AUTOMATIC STOCK OPTION GRANTS TO OUTSIDE DIRECTORS (ITEM 3 OF FORM
OF PROXY)
Messrs. Silbernagel, Jones and Sutherland are responsible for administering the
Economic Value Added Incentive Compensation Plan ("EVA Plan") and are
non-employee directors of the Company ("Outside Directors"). It is the intention
of the Board of Directors to grant 20,000 stock options annually to each Outside
Director of the Company in lieu of any discretionary grants in establishing the
granting of stock options to the outside Directors. Messrs. Silbernagel, Jones,
Sutherland and Habib are considered Outside Directors as of the date of this
Proxy Statement.
In January, 1999 a resolution was voted upon and unanimously approved by the
Board of Directors to grant 20,000 stock options per year to each of the Outside
Directors, with options expiring after three years. The cumulative maximum
amount of options outstanding at any one time is 60,000 inclusive of options
granted previously, by which all such options shall be included as part of the
EVA plan. Each grant shall be made January 21 of each year, for a four year
period commencing on January 21, 1999. The cumulative total will take into
consideration all options previously grant to Outside Directors.
It is the intention of the Board of Directors to have the Shareholders approve
the automatic granting of 20,000 stock options to each of Mr. Silbernagel, Mr.
Jones, Mr. Sutherland and Mr. Habib, retroactive to January 21, 1999, until the
expiry of the EVA Plan in 2008. The option price for each automatic grant of
options to Messrs. Silbernagel, Jones, Sutherland and Habib shall be set at fair
market value on the day of issue, excepting the January 21, 1999 issuance, which
would be priced at the fair market value of the Common Shares as at the date of
the Annual General Meeting. The stock options would be granted following the
conditions as set out below:
1. Each Outside Director shall be granted 20,000 stock options per year
to purchase the Company's Common Shares, with a cumulative maximum
amount of 60,000 options at any one time.
2. The first grant of stock options, for the purchase of 20,000 Common
Shares to each of the Outside Directors, shall be automatically
granted as at January 21, 1999 and the remaining grants of options
(each for the purchase of 20,000 Common Shares) shall be
automatically granted annually thereafter on January 21, provided
the Outside Director continues to be an Outside Director as of the
January 21 grant date.
3. The exercise price per Common Share of the stock options
granted to Outside Directors shall be the fair market value of
the Common Shares of the Company as at the close of business
on the option grant date.
4. No option granted to the Outside Directors shall become
exercisable prior to the seventh month after the grant date of
such option.
5. These proposed options will expire three years from the date
of issue.
REQUIRED VOTE
Shareholder approval of the automatic annual grant of stock options is being
solicited in order to satisfy certain legal and regulatory requirements. The
approval of the automatic stock option grants requires the affirmative vote of
the holders of a majority of the Common Shares present or represented and
entitled to vote at the Annual General Meeting.
"RESOLVED THAT:
1. the automatic annual grant of stock options to non-employee directors of
the Company, as set out in the Company's Proxy Statement, are hereby
ratified, adopted and approved;
2. all such acts, deeds and things taken by management of the Company to
effect the items described above and the signing of documentation required
to effect the items are hereby ratified, adopted and approved; and
3. no further resolution or approval by the shareholders shall be required
for the implementation of the automatic annual grant of stock options
pursuant to this resolution."
Due to the important role that the EVA Plan plays in the Company's efforts to
recruit and retain the services of individuals of outstanding ability for itself
and its subsidiaries, the Board of Directors recommends to the shareholders that
they vote "FOR" the proposal to adopt the grants of stock options as stated
above.
11
<PAGE> 14
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
It is not known that any other matters will come before the meeting other than
as set forth above and in the Notice of Annual General Meeting, but if such
should occur the persons named in the accompanying Form of Proxy intend to vote
on them in accordance with their best judgement, exercising discretionary
authority with respect to amendments or variations of matters identified in the
Notice of Annual General Meeting and other matters which may properly come
before the meeting or any adjournment thereof.
PROPOSALS OF SHAREHOLDERS
In accordance with the rules of the Securities and Exchange Commission,
shareholders of the Company may present proposals to the Company for inclusion
in the Company's Proxy Statement prepared in connection with its next Annual
General Meeting of Shareholders. Proposals to be included in the Proxy Statement
prepared in connection with the next Annual General Meeting scheduled to be held
in August of 2000 must be received by the Company no later than March 17, 2000,
in order to be considered for inclusion.
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Annual Report for the Fiscal Year ended March 31, 1999 is being mailed to
shareholders with this Proxy Statement. The Annual Report is not to be
considered as proxy soliciting material. A copy of the Company's Annual Report
on Form 10-K (without exhibits) will be provided upon written request to the
Secretary, c/o the Company's address at 1569 Dempsey Road, North Vancouver,
British Columbia, Canada V7K 1S8.
BOARD APPROVAL
The contents of this Proxy Statement have been approved and its mailing has been
authorized by a resolution of the Board of Directors of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gordon L. Ellis
----------------------------------------
Gordon L. Ellis, Chairman
12
<PAGE> 15
SUPPLEMENTAL MAILING LIST RETURN CARD
(National Policy 41)
NOTICE TO SHAREHOLDERS OF POLYMER SOLUTIONS, INC.
On October 28, 1987, the Canadian Securities Administrators gave approval to
National Policy Statement No. 41 Shareholder Communication (the "Policy") which
essentially established a framework for communication between issuers and their
registered and non-registered shareholders.
Companies incorporated in British Columbia were formerly required to deliver
interim (semi-annual) financial statements only to their registered
shareholders. The Policy now exempts companies from having to deliver these
statements to their registered shareholders if the companies send 1st, 2nd and
3rd quarter financial statements to those shareholders, whether registered or
not, who request in writing to receive them.
If you are a registered or non-registered shareholder, and wish to be placed on
a supplemental mailing list for the receipt of these financial statements, you
must complete and return the Supplemental Return Card below.
The supplemental mailing list will be updated each year and, therefore, a Return
Card will be required annually in order to receive quarterly financial
statements. All other shareholder mailings will continue to be mailed to
registered shareholders in the normal manner without the completion of a Return
Card.
================================================================================
POLYMER SOLUTIONS, INC.
The undersigned certifies that he is the owner of securities (other than debt
instruments) of the Company, and requests that he be placed on the Company's
Supplemental Mailing List in respect of its quarterly financial statements.
- ------------------------------------------
Name (Please print)
- ------------------------------------------
Address
- ------------------------------------------
City/Province (or State)/Postal Code
- ------------------------------------------ -------------------------------
Signature Dated
PLEASE COMPLETE AND RETURN THIS CARD TO:
Polymer Solutions, Inc.
1569 Dempsey Road
North Vancouver, British Columbia V7K 1S8
Tel: (604) 683-3473
Fax: (604) 904-4105
<PAGE> 16
POLYMER SOLUTIONS, INC.
1569 DEMPSEY ROAD
NORTH VANCOUVER, BRITISH COLUMBIA
CANADA V6E 2E9
FORM OF PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
POLYMER SOLUTIONS, INC. (THE "COMPANY") FOR THE ANNUAL
GENERAL MEETING (THE "MEETING") OF SHAREHOLDERS
TO BE HELD AUGUST 17, 1999.
================================================================================
The undersigned, a registered shareholder of the Company, hereby appoints Gordon
Lloyd Ellis, an Executive Officer of the Company, or instead of him
__________________________ as proxyholder, with full powers of substitution and
appointment, to attend and vote on behalf of the undersigned at the Meeting of
shareholders of the Company to be held on August 17, 1999, and at any
adjournment thereof. The undersigned hereby revokes any Form of Proxy heretofore
given with respect to the Meeting or any adjournment thereof.
The proxyholder is hereby directed to vote as follows:
1. To appoint PricewaterhouseCoopers, LLP, Certified Public Accountants, as
the Company's independent public auditor for the fiscal year ending
March 31, 2000.
FOR ( ) WITHHOLD ( )
2. To elect the following persons as Directors of the Company for a term of
one year:
NAME
Gordon L. Ellis FOR ( ) WITHHOLD ( )
Gerald A. Habib FOR ( ) WITHHOLD ( )
Darryl F. Jones FOR ( ) WITHHOLD ( )
William A. Maligie FOR ( ) WITHHOLD ( )
Stephen H. Silbernagel FOR ( ) WITHHOLD ( )
John J. Sutherland FOR ( ) WITHHOLD ( )
E. Laughlin Flanagan FOR ( ) WITHHOLD ( )
3. To.approve the granting of 20,000 stock options per year to each of the
outside Directors, with options expiring after three years, yielding a
cumulative maximum amount of options outstanding at any one time of 60,000
options and such options to be included as part of the EVA plan. Each grant
shall be made January 21 of each year, for a four year period commencing on
January 21, 1999
FOR ( ) WITHHOLD ( )
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM VOTING ON
ANY BALLOT IN ACCORDANCE WITH THE INSTRUCTIONS OF THE SHAREHOLDER.
WHERE THE UNDERSIGNED HAS NOT SPECIFIED A CHOICE WITH RESPECT TO ANY OF THE
FOREGOING MATTERS, THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO
SUCH MATTER(S) UPON THE ABOVE-NAMED PROXYHOLDER. IF NO SPECIFICATION IS MADE,
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN FAVOUR OF THOSE ITEMS.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR
VARIATIONS OF THE MATTERS IDENTIFIED IN THE NOTICE OF ANNUAL GENERAL MEETING
AND WITH RESPECT TO OTHER MATTERS WHICH MIGHT PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES Signature ____________________________
RECEIPT OF THE NOTICE OF ANNUAL Name ____________________________
MEETING, THE PROXY STATEMENT AND THE (Please Print)
COMPANY'S ANNUAL REPORT FOR THE Address ____________________________
FISCAL YEAR ENDED MARCH 31, 1999. Number of Shares _______________________
Dated this ______ day of ________, 1999.
<PAGE> 17
NOTES TO FORM OF PROXY:
SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER)
TO REPRESENT THEM AT THE MEETING OF SHAREHOLDERS OTHER THAN MANAGEMENT NOMINEES.
If you desire to designate as a proxyholder a person other than Messr. Ellis,
the management nominee, you should either strike out his name and insert in the
space provided the name of the person you desire to designate as proxyholder or
complete another proper form of proxy.
1. A proxy, to be valid, must be dated and signed by the member or by his
attorney authorized in writing or, where the member is a corporation, under
its corporate seal or by duly authorized and appointed officer, attorney or
representative of the corporation. Please sign exactly as your name appears
on the proxy. If the proxy is executed by an attorney for an individual
shareholder or by an officer, attorney or representative or a corporate
shareholder, the instrument so empowering the officer, attorney or
representative as the case may be, or a notarial copy thereof, must
accompany the proxy instrument. If this proxy is not dated in the space
provided, it is deemed to bear the date on which it is mailed to the
shareholder.
2. A proxy, to be effective, must be deposited at the office of the Transfer
Agent, Pacific Corporate Trust Company, 830 - 625 Howe Street, Vancouver,
British Columbia, V6C 3B8, not less than 48 hours (excluding Saturdays,
Sundays and holidays) before the time fixed for the Meeting or before the
time that the Meeting is to be reconvened following the adjournment
thereof.
