SCHEDULE 14C(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934.
Check the appropriate box:
Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
Definitive Information Statement.
FOOD TECHNOLOGY SERVICE, INC.
(Name of Registrant as specified in its Charter)
None.
(Name of person(s) Filing Information Statement, if Other
Than the Registrant)
Payment of filing fee (check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14c-5(g)
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>
FOOD TECHNOLOGY SERVICE, INC.
502 Prairie Mine Road
Mulberry, Florida 33860
April 17, 1998
Dear Shareholder:
On behalf of the Board of Directors, you are cordially
invited to attend the 1998 Annual Meeting of the Shareholders
of Food Technology Service, Inc., to be held on May 14, 1998, in
Tampa, Florida. At the meeting, you will hear a report on our
operations and have an opportunity to meet your directors and
executives.
This booklet includes the formal notice of the meeting and
the information statement. The information statement provides
more information concerning the agenda and procedures for the
meeting. It also describes how the Board operates and gives
personal information about our director candidates.
Your vote is important and the Company's management team
would greatly appreciate your attendance at the Special Meeting.
However, we are not asking you for a proxy, and you are requested
not to send us a proxy.
I look forward to seeing you at the 1998 Annual Meeting of
Shareholders, and I sincerely hope you will be able to attend.
Very truly yours,
/s/ Pete Ellis
E. W. (PETE) ELLIS
President
<PAGE>
FOOD TECHNOLOGY SERVICE, INC.
502 Prairie Mine Road
Mulberry, Florida 33860
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 14, 1998
------------------------
TO THE SHAREHOLDERS OF FOOD TECHNOLOGY SERVICE, INC.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of the
Shareholders of Food Technology Service, Inc., a Florida
corporation (the "Company"), will be held at the University of
South Florida, College of Public Health Auditorium, 13201 Bruce
B. Downs Boulevard, Tampa, Florida 33612-3805, on May 14 , 1998,
at 9:00 a.m., local time, to act on the following matters:
1. To elect four (4) persons to serve as directors of the
Company until the 1999 Annual Meeting of Shareholders and
until their respective successors shall be duly elected
and qualified;
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only Shareholders of record at 5:00 p.m., Eastern Standard Time,
on April 14, 1998, are entitled to receive notice of, and to vote at,
the Annual Meeting.
By Order of the Board of Directors
/s/ E. W. Ellis
-----------------
E. W. Ellis
President
April 17, 1998
Mulberry, Florida
<PAGE>
FOOD TECHNOLOGY SERVICE, INC.
502 Prairie Mine Road
Mulberry, Florida 33860
-----------------------------
INFORMATION STATEMENT
1998 ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 14, 1998
-----------------------------
GENERAL INFORMATION
This Information Statement is being furnished to the holders
("Shareholders") of the common shares, par value $.01 per share
(the "Common Shares"), of Food Technology Service, Inc., a Florida
corporation (the "Company"), in connection with the 1998 Annual
Meeting of Shareholders to be held on May 14, 1998, at 9:00 a.m. (the
Annual Meeting"), and at any adjournment thereof. The Annual Meeting
will be held at the University of South Florida, College of Public
Health Auditorium, 13201 Bruce B. Downs Boulevard, Tampa, Florida
33612- 3805. This Information Statement is first being sent to
Shareholders, together with the Notice of Annual Meeting, on or about
April 17, 1998.
At the Annual Meeting, Shareholders will be asked to consider and
vote on the election of four (4) persons to serve as directors on
the Board. The shareholders will also be asked to transact such
other business as may properly come before the meeting or any
adjournment thereof.
VOTING SECURITIES
The Board of Directors has fixed 5:00 p.m., Eastern Standard
Time, on April 14, 1998, as the record date (the "Record Date") for
the determination of the Shareholders of record entitled to receive
notice of, and to vote at, the Annual Meeting or any adjournment
thereof. On April 14, 1998, there were approximately 10,097,924
issued and outstanding Common Shares of the Company, constituting the
only class of stock outstanding. The presence of a majority of the
outstanding Common Shares as of the Record Date, in person or
represented by proxy, will constitute a quorum at the Annual Meeting.
MDS Nordion ("Nordion"), the owner of approximately 60% of
the outstanding shares of Common Stock of the Company, has indicated
its intent to vote in favor of the election of the proposed slate
of directors. The vote represented by this shareholder is sufficient
to approve such election THEREFORE, WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Shareholders
invited to attend the Annual Meeting and can vote in person at that
time.
<PAGE>
ELECTION OF DIRECTORS
The Company currently has four (4) Directors, each of whose
term of office will expire at the Annual Meeting. The Board of
Directors has nominated four (4) persons (each, a "Nominee"), all
of whom are currently Directors, to stand for election as a
Director, to serve until the 1999 Annual Meeting of Shareholders
and until his successor has been duly elected and qualified.
Nominees for Director
Each Director of the Company serves as a Director for a term
Of one (1) year and until his successor is duly elected and
qualified. The following sets forth for each Nominee, his name
and age, positions and/or offices held with the Company, the period
during which each Nominee served in such positions and/or offices,
a description of his business experience during the past five (5)
years or more, and other biographical information.
E. W. (Pete) Ellis, age 56, has been President, Chief
Executive Officer and Director since December 1996. He has been in
the food business for the past 33 years, ten years of which were
spent with Oscar Mayer & Co., and fifteen years with ConAgra. He
was employed in sales and marketing with both companies. He was
President and owner of Ellis, Harris, and Associates, Inc., a food
brokerage company, from 1986 to 1988
Frank M. Fraser, age 64, served as a director of the Company
from May 1992 through September 1993. He was reelected as a
director in July 1996. He is presently Vice President of
Market Development at MDS Nordion, Inc., a corporation located in
Canada ("Nordion"). In June 1964, Mr. Fraser joined Atomic Energy
of Canada Limited (now Nordion) as a project engineer. He is a
Director of the Canadian Irradiation Centre Laval, Quebec. He is
also the Canadian delegate to the International Consultative Group on
Food Irradiation and has Chaired the International Meeting on
Radiation Processing.
Geoff Marott, age 50, is the President and Chief Executive
Officer of Marcre Sales Corporation, a sales and marketing
company primarily focusing on proprietary items for national
restaurant accounts. Mr. Marott formed Marcre Sales in 1984 after
serving as President of Filet Of Chicken since 1980. He is an owner
of Braselton Poultry, a further processing plant. He is also
currently serving as Chairman of the Board of American Century
Bank in Stockbridge, Georgia.
Paul O'Neill, age 61, served as a director of the Company from
August 1992 through September 1993. He was reelected as a director
in July 1996. He is currently retired. From January 1985 to March
1992, Mr. O'Neill was President, Chief Executive Officer and a
director of Nordion and its predecessor company Atomic Energy of
Canada Limited. He was Executive Vice President and Chief
Financial Officer of Atomic Energy of Canada Limited from September
1978 until January 1985.
Except with respect to Messrs. O'Neill and Fraser, who are
appointees of Nordion (See, "Certain Relationships and
Related Transactions"), there are no arrangements between any Director
and any person pursuant to which he was, or will be, selected as a
Director in the past, or as a Nominee for Director for the current
year.
Director Meetings and Committees
During the year ended December 31, 1997, the Board of Directors
of the Company held a total of four (4) meetings. Each of the
Directors attended more than 75% of the total number of meetings of
the Board of Directors and the committees on which the Director.
The Board of Directors has a standing Audit Committee, which is
the only committee of the Board. The Audit Committee is responsible
for recommending to the Board of Directors the engagement or
discharge of the independent public accountants, meeting with the
independent public accountants to review the plans and results of
<PAGE>
the audit engagement, approving the services to be performed by the
independent public accountants, considering the range of the audit
and non-audit fees, reviewing the adequacy of the Company's system
of internal accounting, reviewing the scope and results of the
Company's internal audit procedures. The Audit Committee is
comprised of Messrs. Fraser and O'Neill. The Audit Committee did
not meet during 1997, as all matters were addressed by the full
Board of Directors.
Compensation of Directors
There are no standard or other arrangements pursuant to which,
and no compensation was paid to, any of the Company's outside
Directors for their services to the Company. Although, the Company's
Directors are eligible to participate in the Company's Stock Option
Plan, which plan is summarized below under "Compensation of
Executive Officers - Stock Option Plan", no stock options were
awarded to the outside Directors during the year ended December 31,
1997.
EXECUTIVE OFFICERS
The executive officers of the Company, their ages, and positions
with the Company are set forth below:
Name Age Positions/Offices Period Served in Office/Position
---- --- ----------------- --------------------------------
E. W. Ellis 56 President and December 1996 - present
Chief Executive
Officer
Harley W. 49 Executive Vice May 1990 - present
Everett President and Chief
Financial Officer
Officers are elected annually by the Board of Directors, at its
annual meeting, to hold such office until his or her successor shall
have been duly appointed and qualified, or until the earlier of their
death, resignation or removal.
Executive Officers' Compensation
The following table is a summary of the cash and non-cash
compensation paid to or accrued for the past two fiscal years for the
Company's Chief Executive Officer. There are no other Officers or
individuals whose compensation exceeded $100,000 for the year ended
December 31, 1997.
Summary Compensation Table
Annual Long-Term Compensation
------ ----------------------
Compensation
------------
Awards
------
Name and Fiscal Salary Restricted Stock Securities
Principal Year Awards ($) Underlying
Position Options (#)
--------- ------ ------ ---------------- -----------
E. W. Ellis 1997 $70,000 $11,300 (2) 0
President &
Chief
Executive
Officer
1996 (1) $2,692 $0 100,000(3)
---------
(1) Mr. Ellis was appointed President and Chief Executive Officer
of the Company on December 9, 1996.
(2) Calculated by multiplying $ 1.13, the closing market price of
the Common Shares on May 16, 1997 (the date of grant), by
10,000, the number of shares awarded to Mr. Ellis.
(3) On December 9, 1996, the Company granted Mr. Ellis sixty
thousand (60,000) incentive stock options and forty thousand
(40,000) non-qualified stock options (collectively, the
"Options"). Said incentive and non-qualified stock options
vest and become exercisable at a rate of 12,000 shares per year
and 8,000 shares per year, respectively, commencing December 9,
1997. The exercise price of the Options is $1.00 per share,
which was the fair market value of the Common Shares on the date
of grant. The Options terminate on December 9, 2001, five (5)
years from the date of grant.
<PAGE>
Employment Agreements
Pursuant to an offer of employment dated November 11, 1996, Mr.
Ellis receives an annual salary of $70,000, and he was eligible to
receive, in the fiscal year ended December 31, 1997, up to fifteen
thousand dollars ($15,000) in incentive payments upon the attainment
of certain sales targets. In addition, the Company issued to Mr.
Ellis, upon commencement of employment, ten thousand (10,000) Common
Shares and five-year options to purchase, in the aggregate, 100,000
Common Shares, exercisable commencing December 9, 1997, at the
aggregate annual rate of 20,000 shares, for an exercise price
equivalent to the closing price of the Common Shares on the date of
grant ($1.00).
Stock Option Plan
The Company has reserved under its 1992 Incentive and Non-
Statutory Stock Option Plan (the "Plan") 150,000 shares of Common
Stock. The Plan is used to attract, maintain and develop management
and employees by encouraging ownership of the Company's Common Shares
by Directors, Officers, and other employees. The following is a
summary of the provisions of the Plan. This summary is qualified in
its entirety by reference to the Plan, a copy of which may be
obtained from the Company.
The Plan authorizes the Board of Directors to grant both
incentive stock options, as defined under Section 422 of the
Internal Revenue Code of 1986), and non-statutory stock options to
purchase Common Shares. All employees of the Company and its
affiliates are eligible to participate in the Plan. The Plan also
authorizes the granting of NSSO's to non-employee Directors and
consultants of the Company.
The Board of Directors is responsible for the administration of
the Plan and it determines the persons to be granted options, the
period during which each option will be exercisable, exercise price,
the number of Common Shares covered by each option, and whether an
option will be a Non-qualified or an Incentive Option. However, the
exercise price for the purchase of Common Shares subject to an
Incentive Option cannot be less than 100% of the fair market value of
the Common Shares on the date such option is granted, or 110% in the
case of a greater-than-10% shareholder. The price at which shares
may be purchased pursuant to a Non-statutory Option may be less than,
equal to, or greater than the fair market value of the Common Shares
on the date such option is granted.
The term of each option granted under the Plan is determined by
the Board of Directors, but in no event may such term exceed ten
years from the date of grant. The vesting period for options granted
under the Plan is set forth in an option agreement entered into with
the optionee. Incentive Options granted to an optionee terminate 90
days after termination of employment or other relationship. In the
event of death, all vested options expire 180 days from the date of
death, and in the event of a disability, options expire the earlier
of the expiration date of the option or one year after termination
of employment due to disability. Upon the occurrence of a change
in control of the Company, the maturity of all options then
outstanding under the Plan will be accelerated automatically, so
that all such options will become exercisable in full with respect
to all shares that have not been previously exercised or become
exercisable. A change in control includes certain mergers,
consolidation, reorganization, sales of assets, or a dissolution of
the Company. No option granted pursuant to the Plan is transferable
otherwise than by will or the laws of descent and distribution.
Unless sooner terminated, no options may be granted under the Plan
after August 25, 2002.
As of March 31, 1998, options to purchase 66,000 shares were
outstanding under the Plan. In addition, there were outstanding
NSSO's to purchase an additional 32,000 shares and warrants to
purchase 100,000 shares of Common Stock. The exercise price of the
options range from $1.00 to $3.75 per share and the warrants are
exercisable at $8.25 per share.
<PAGE>
Aggregated Option Exercises in 1997
The following table presents information regarding individual
exercises of options to purchase the Company's common stock made
during 1997 by the Company's Chief Executive Officer.
<TABLE>
Aggregated Option Exercises In The Last Year
And Year End Option Values
<CAPTION>
Number of Unexercised Value of Unexercised
Securities Underlying In-The-Money Option
Options at Year End At Year End (1)(3)
-------------------- ---------------------
Shares
Acquired Value
Name On Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
E. W. 12,000 $60,000(2) 8,000 80,000 $35,280 $352,800
Ellis
</TABLE>
- ----------------------
(1) Value calculated by determining the difference between the fair
market value of the Common Shares underlying options and the
exercise or base price of the options at exercise or at the
fiscal year end, as appropriate.
(2) The exercise price was $1.00, and the fair market value was
$6.00 on December 9, 1997, the date of exercise.
(3) The exercise price is $1.00 and the fair market value was
$4.41 at December 31, 1997.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Agreements with Nordion
1990 Equipment, Cobalt and Construction Loan - The Company, in
September 1990, entered into an agreement with Nordion, whereby
Nordion agreed to supply the Company with all of the equipment
necessary to operate its irradiation facility, including 400,000
curies of Cobalt 60. The total purchase price for the equipment
and cobalt was approximately $2,400,000, of which $400,000 was paid
and the balance of approximately $2,000,000 was scheduled to become
due and payable, without interest, on September 4, 1994. In
addition, Nordion assisted the Company in the construction of its
facility, providing the Company, its architects and engineers, with
construction drawings of the irradiation cell, plans and
specifications and assisted the Company in connection with the
Company's applying for and obtaining all necessary licenses and
permits for the facility.
1991 First Debenture - On July 1, 1991, MDS Health Group, Inc.,
a Delaware corporation ("MDS Health") and then an affiliate of
Nordion, loaned the Company $300,000. Such loan was evidenced by a
debenture due and payable, without interest, on July 1, 1993. The
First Debenture was convertible into Common Shares at the conversion
rate of $4.50 per share. In connection with the loan, the Company
agreed that in the event MDS Health acquired a controlling interest
in Nordion, it would grant to MDS Health or Nordion the right to
convert the $2,000,000 of indebtedness referred to in the preceding
paragraph into Common Shares at a conversion rate of $4.50 per
share. MDS Health acquired Nordion in November, 1991.
1991 Surety Bond Loan - On October 22, 1991 the Company entered
into a Reimbursement and Indemnity Agreement with Nordion whereby
Nordion assisted the Company in obtaining a surety bond in the sum
of $600,000. In connection therewith, the Company agreed to
reimburse Nordion for any and all liabilities, costs, damages,
attorney fees and other expenses which Nordion may sustain as a
consequence of the Indemnity Agreement from Nordion to the insurer
or payments made by the Bank of Montreal on a letter of credit in
the amount of $450,000 furnished by the Bank to the insurer on
behalf of Nordion, each in connection with the issuance of the
surety bond.
<PAGE>
The December 1991 Agreement - On December 11, 1991 the Company
entered into an agreement with Nordion (the "December 1991
Agreement"), whereby Nordion agreed to make available to the Company
over a period of time an additional $850,000 for working capital
purposes (the "Working Capital Credit Facility"), and an additional
$900,000 in the form of additional (approximately) 600,000 curies of
Cobalt 60 (the "Additional Cobalt Loan").
In addition, as part of the December 1991 Agreement:
(a) The Company reduced the conversion rate of the above
mentioned $2,000,000 equipment, cobalt and construction loan
from $4.50 per share to $4.05 per share.
(b) The First Debenture was assigned by MDS Health to
Nordion and canceled. A new debenture, in the amount of
$900,000, payable to Nordion (the "Second Debenture") was
issued, for the $300,000 due under the First Debenture and
$600,000 drawn against the Working Capital Credit Facility.
The Second Debenture was due and payable as of September 4,
1994, and was convertible at any time prior thereto into Common
Shares at the conversion rate of $4.05 per share. In addition,
the Second Debenture is secured by a first mortgage on the
property on which the plant is located.
(c) The Company agreed to pay the Additional Cobalt Loan
on September 4, 1994, without interest, secured by the
Company's irradiation equipment, personal property of the
Company, and the 1,000,000 curies of cobalt supplied by Nordion.
The Additional Cobalt Loan was convertible at any time on or
before September 4, 1994 into shares of Common Stock of the
Company at the conversion rate of $4.05 per share.
(d) The Company granted Nordion the right to designate
two members to the Board of Directors. At Nordions direction,
Messrs. O'Neill and Fraser are presently serving as directors
of the Company and they and have been nominated for election to
the 1998 Board.
Nordion has extended the due dates on all of the above-described
indebtedness, as well as accrued interest. As part of such
extensions, the conversion rates have been further reduced from
$4.05 per share to $.80 per share.
The 1992 Further Cobalt Agreement- In addition to the 1 million
curies of Cobalt 60, which were supplied the Company in 1990 and
1991, Nordion, in 1992, stored an additional 2.4 million curies at
the Company's facility in anticipation that it would be needed in
the Company's operations. Due to the decline in the level of
radioactivity as a result of decay, there is currently available
approximately 1.9 million curies. Although the additional Cobalt-60
is located on the Company's premises and available to it for use in
processing, title to this Cobalt-60 continues to be held by Nordion
and may be removed by Nordion, in its discretion, at any time.
1996 - During the year ended December 31, 1996, Nordion, in
order for the Company to continue operations purchased 517,531
shares of the Company's Common Stock for $414, 025 ($.80 per share).
In addition, the Company converted $336,505 in interest and $330,000
of principal owed to Nordion into 833,130 Common Shares. As of
December 31, 1996 the Company's indebtedness and accrued interest
owed to Nordion amounted to $3,362,229.
1997 - In early 1997, Nordion again extended the due dates on
all indebtedness to January 4, 1998. During the fiscal year ended
<PAGE>
1997, Nordion provided the Company with cash advances in the amount
of $255,282 and converted $242,265 in interest and $2,880,000 in
principal owed to Nordion into 4,221,932 Common Shares. As of
December 31, 1997 the Company's indebtedness and accrued interest
owed to Nordion amounted to $585.595.
The agreements with Nordion provide that, until the Company
pays its debt to Nordion in full, the Company may not compete with
Nordion's existing customers in their irradiation of non-food
products, unless the Company obtains Nordion's prior consent. This
provision could make it difficult for the Company to succeed in the
event that irradiation of food and related products is not
sufficient to allow the Company to become profitable.
[Remainder of page has been intentionally left blank.]
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding
the beneficial ownership of the Company's Common Shares as of April
14, 1998, by (i) each person known to the Company to own
beneficially more than 5% of its Common Shares, (ii) each Director
and Officer of the Company, and (iii) all Directors and Officers as
a group. As of April 14,1998, there were approximately 10,097,924
Common Shares issued and outstanding.
Name and Address Amount and Nature Percentage
of Beneficial Owner of Beneficial Owner (1)(2) of Class (3)
MDS Nordion 6,718,872 (4) 63.1
447 March Road-Kanata Ontario
Canada K2K 1X8
MDS, Inc. (5) 6,718,872 63.1
[address] Quebec
Canada [zip]
E. W. (Pete) Ellis 30,000 *
Harley W. Everett 8,000(6) 63.1
Frank M. Fraser 6,718,872(7) 63.1
Geoff Marott - 0 -
Paul O'Neill 6,718,872(7) 63.1
All Directors and Officers
As a group (5 persons) 6,756,872 63.5
___________________
* Less than 1%
(1) In accordance with Rule 13d-3 promulgated pursuant to the
Exchange Act, a person is deemed to be the beneficial owner
of the security for purposes of the rule if he or she has or
shares voting power or dispositive power with respect to such
security or has the right to acquire such ownership within sixty
days. As used herein, "voting power" is the power to vote or
direct the voting of shares, and "dispositive power" is the
power to dispose or direct the disposition of shares,
irrespective of any economic interest therein.
(2) Except as otherwise indicated by footnote, the persons named in
the table have sole voting and investment power with respect to
all of the Common Shares beneficially owned by them.
(3) In calculating the percentage ownership for a given individual
or group, the number of Common Shares outstanding includes
unissued shares subject to options, warrants, rights or
conversion privileges exercisable within sixty days held by
such individual or group.
(4) Includes approximately 545,655 Common Shares which MDS Nordion
has the right to acquire within sixty (60) days. Dispositive
rights to these shares are held by MDS Nordion's Board of
Directors, and Messrs. Fraser and O'Neill exercise voting power.
See footnote (7) below.
(5) MDS Inc., a Quebec corporation whose shares of common stock are
traded on the Toronto Stock Exchange, is the majority
shareholder of MDS Nordion (approximately 99%), and as such,
MDS, Inc. may be deemed to have beneficial ownership of the
Common Shares, which are held of record by MDS Nordion.
<PAGE>
(6) Includes 4,200 shares underlying options which are currently
exercisable, or exercisable by Mr. Everett within the next sixty
(60) days.
(7) Messrs. Fraser and O'Neill are designees of MDS Nordion to serve
on the Company's Board of Directors. In their capacity as such,
they exercise voting power with respect to the shares held of
record by MDS Nordion. Messrs. Fraser and O'Neill disclaim
beneficial ownership of the Common Stock of the Company which
Nordion owns or has the right to acquire.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as
amended, all executive officers, directors, and each person who is the
beneficial owner of more than 10% of the common shares of a company
that files reports pursuant to Section 12 of the Exchange Act, are
required to report the ownership of such common shares, options, and
stock appreciation rights (other than certain cash-only rights), and
any changes in that ownership, with the Securities and Exchange
Commission (the "SEC"). Specific due dates for these reports have
been established, and the Company is required to report, in this
Information Statement, any failure to comply therewith during the
last year. The Company believes that all of these filing requirements
were satisfied except as follows: Messrs. Frank Fraser and Paul
O'Neill inadvertently failed to file five Form 4 reports covering
eight transactions disclosing purchasers of shares of the Company's
Common Stock by Nordion. In making this statement, the Company has
relied, as permitted, on copies of the reporting forms received by it
in the last completed fiscal year.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KSB, including
the financial statements and schedules thereto (without exhibits),
(the "1997 Annual Report"), accompanies this Information Statement
and the Notice of Annual Meeting of Shareholders.
SOLICITATION COSTS
The Company will bear the costs of preparing, assembling and
mailing the Information Statement and the 1997 Annual Report in
connection with the Annual Meeting.
SHAREHOLDER PROPOSALS
Eligible Shareholders who wish to present proposals for action
at the 1999 Annual Meeting of Shareholders should submit their
proposals in writing to the President of the Company at the address
of the Company set forth on the first page of this Information
Statement. Proposals must be received by the President no later
than January 2, 1999 for inclusion in next year's Proxy Statement and
proxy card. A Shareholder is eligible to present proposals if, at
the time he or she submits a proposal or proposals, the Shareholder
owns at least 1% or $1,000 in market value of Common Shares and has
held such shares for at least one year, and the Shareholder continues
to own such shares through the date of the 1999 Annual Meeting.
<PAGE>
OTHER MATTERS
At the time of the preparation of this Information Statement, the
Board of Directors of the Company had not been informed of any
matters which would be presented for action at the Annual Meeting,
other than the proposals specifically set forth in the Notice of
Annual Meeting of Shareholders and referred to herein.
By Order of the Board of Directors
/s/ E. W. (Pete) Ellis
E. W. ELLIS
President
April 17, 1998
Mulberry, Florida
