GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
22570 Markey Court, Dulles, Virginia 20166
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 8, 1997
To the Shareholders:
Notice is hereby given that the Annual Meeting of the Shareholders of
Guardian Technologies International, Inc., a Delaware corporation (the
"Company") will be held at the Atlanta Airport Marriot Hotel, 4711 Best Road,
Atlanta, Georgia 30337-5606 on Monday, December 8, 1997, at 7:30 a.m. Eastern
Savings Time, for the following purposes:
1. To elect four directors to serve on the Board of Directors until
the next annual meeting of shareholders or until successors are
duly elected and qualified;
2. To approve the Board of Directors' selection of Thompson,
Greenspon & Co. P.C., as the Company's independent public
accountants to audit the consolidated financial statements of
the Company for the fiscal year ending December 31, 1997; and
3. To adopt and approve the Company's 1997 Incentive Stock Option
Plan.
4. To consider and act upon any other matters that properly come
before the meeting or any adjournment thereof.
The Company's Board of Directors has fixed the close of business on
November 6, 1997 as the record date for the determination of shareholders having
the right to receive notice of, and to vote at, the Annual Meeting of
Shareholders and any adjournment thereof. A list of such shareholders will be
available for examination by a shareholder for any purpose germane to the
meeting during ordinary business hours at the offices of the Company at 22570
Markey Court, Dulles, Virginia 20166 during the ten days prior to the meeting.
You are requested to date, sign and return the enclosed proxy which is
solicited by the Board of Directors of the Company and will be voted as
indicated in the accompanying proxy statement and proxy. Your vote is important.
Please sign and date the enclosed proxy and return it promptly in the enclosed
return envelope whether or not you expect to attend the meeting. The giving of
your proxy as requested hereby will not affect your right to vote in person
should you decide to attend the Annual Meeting. The return envelope requires no
postage if mailed in the United States. If mailed elsewhere, sufficient postage
must be affixed. Your proxy is revocable at any time before the meeting.
By Order of the Board of Directors,
Oliver L. North, Chairman of the Board
and President
Dulles, Virginia
<PAGE>
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
22570 Markey Court, Dulles, Virginia 20166
PROXY STATEMENT
Annual Meeting of Shareholder
December 8, 1997
General
The enclosed proxy is solicited by and on behalf of the Board of Directors
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. ("Guardian" or the "Company") for use
in voting at the Annual Meeting of Shareholders to be held at the Atlanta
Airport Marriot Hotel, 4711 Best Road, Atlanta, Georgia 30337-5606 on Monday,
December 8, 1997 at 7:30 a.m., Eastern Time, and at any postponement or
adjournment thereof, for the purposes set forth in the attached notice.
Record Date and Share Ownership
The close of business on November 6, 1997 (the "Record Date"), has been fixed as
the record date for determining the shareholders entitled to notice of, and to
vote at, the Annual Meeting. As of the Record Date there are 1,114,161 shares of
the Company's Common Stock, par value, $.001 per share, outstanding and entitled
to vote. Shareholders holding at least a majority of the outstanding shares of
Common Stock represented in person or by proxy, shall constitute a quorum for
the transactions of business at the Annual Meeting.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it any time before its use by delivering to the Company a written notice
of revocation or a duly executed proxy bearing a later date or by attending the
Annual Meeting and voting in person. An appointment of proxy is revoked upon the
death or incapacity of the shareholder if the Secretary or other officer of the
Company who is authorized to tabulate votes receives notices of such death or
incapacity before the proxy exercises his authority under the appointment. For a
description of the principal holders of such stock, see "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" below.
This Proxy Statement and the enclosed Proxy are being furnished to shareholders
on or about November 7, 1997.
<PAGE>
Voting and Solicitation
Each outstanding share of Common Stock as of the Record Date will be entitled to
one (1) vote on each matter submitted to a vote at the Annual Meeting. Assuming
a quorum is present, a plurality of votes cast at the meeting in person or by
proxy by the shares of Common Stock (as described above) entitled to vote in the
election of directors will be required to elect each director and to ratity the
selection of independent public accountants and the approval and adoptions of
the Company's 1997 Incentive Stock Option Plan.
Matters to be Brought Before the Annual Meeting
The matters to be brought before the Annual Meeting include (1) To elect four
directors to serve as the Board of Directors until the next annual meeting of
shareholders or until successors are duly elected and qualified; (2) To approve
the Board of Directors' selection of Thompson, Greenspon & Co. P.C., as the
Company's independent public accountants to audit the financial statements of
the Company for the fiscal year ending December 31, 1997; (3) To adopt and
approve the Company's 1997 Incentive Stock Option Plan and (4) To consider and
act upon any other matters that properly come before the meeting or any
adjournment thereof.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of directors shall be determined
from time to time by the shareholders or the Board of Directors, but that there
shall be no less than three. Presently the Company's Board of Directors consists
of seven members, four of whom are nominees for election at the Annual Meeting.
The three directors not to be voted on for re-election serve for terms until the
Company's annual meetings in 1998 and 1999. Each director elected at the Annual
Meeting will hold office until a successor is elected and qualified, or until
the director resigns, is removed or becomes disqualified. A plurality of votes
cast by the shares entitled to vote in the election of directors will be
required to elect each director. Unless marked otherwise, proxies received will
be voted for the election of each of the nominees named below. If any such
person is unable or unwilling to serve as a director at the date of the Annual
Meeting or any postponement or adjournment thereof, the proxies will be voted
for a substitute nominees, designated by the proxy holders or by the present
Board of Directors to fill such vacancy, or for the balance of those nominees
named without nomination of a substitute, or the Board may be reduced
accordingly. The Board of Directors has no reason to believe that nay of such
nominees will be unwilling or unable to serve if elected as a director.
The nominees are as follows:
Stephen G. Calandrella
Herbert M. Jacobi
John C. Power
Hugh G. Sawyer
All of the nominees are currently serving as directors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH
NOMINEE TO THE BOARD OF DIRECTORS.
The following information is furnished with respect to the nominees. Stock
ownership information is shown under the heading "Security Ownership of Certain
Beneficial Owners and Management" and is based upon information furnished by the
respective individuals.
AS OF THE DATE OF THIS STATEMENT, THE DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY WERE AS FOLLOWS:
Name Age Position
Oliver L. North 53 Chairman of the Board, President
and Secretary
Joseph F. Fernandez 60 Director, Treasurer and
Vice President
Travis Y. Green 41 Director
Herbert M. Jacobi 58 Director
Hugh G. Sawyer 45 Director
John C. Power 34 Director
Stephen G. Calandrella 37 Director
<PAGE>
Oliver L. North
Oliver L. North has served as the Chairman of the Board, President and Secretary
from inception. He graduated from the United States Naval Academy in June 1968
and served in the United States Marine Corps for twenty-two years. His service
included a tour of duty in Vietnam where he earned a Silver Star for heroism, a
Bronze Star with a "V" for valor, and two Purple Hearts for wounds in action.
From 1981 through 1986, he served as a member of President Ronald Reagan's
National Security Council staff and became Deputy Director of Political-Military
Affairs. In this capacity, he helped plan the liberation of Grenada, the capture
of terrorists who hijacked the cruise ship Achille Lauro, and the U.S. raid on
Quaddafi's terrorist training camps in Libya. He retired from the Marine Corps
in 1988.
In March, 1988, Mr. North was indicted on charges arising our of the so-called
Iran-Contra affair. Four of the charges were dismissed prior to trial. On May 4,
1989 Mr. North was acquitted on nine counts and convicted on three in the Unites
States District Court in Washington, D.C. The convictions were appealed to the
United States Court of Appeals for the District of Columbia Circuit. On July 20,
1990, the Court of Appeals vacated all the convictions, reversed one conviction
outright, and sent the case back to the district court. The independent counsel
who had brought the case then declined to continue further prosecution and
dismissed all remaining charges. There are no outstanding criminal charges or
convictions against Mr. North today.
Joseph F. Fernandez
Joseph F. Fernandez has served as Vice President, Treasurer and Director since
inception. Mr. Fernandez began his career as a Police Officer with the
Miami/Dade County Police Department and served in this position for eight years.
In 1965, he was employed by the Central Intelligence Agency. In this capacity,
he served in both foreign and domestic posts dealing with highly sensitive
National Security issues and intelligence operations. As a Senior Operations
Officer he directly supervised Agency units of up to 35 persons in day-to-day
operational assignments and planned, distributed and accounted for budgets in
excess of $8 million.
On June 22, 1988, Mr. Fernandez was indicted on five criminal counts arising out
of the so-called Iran Contra Affair. These indictments were dismissed without
prejudice on October 13, 1988. On April 4, 1989, Mr. Fernandez was re-indicted
in a different venue on four criminal counts arising out of the Iran-Contra
Affair. This indictment was dismissed with prejudice on November 24, 1989. The
Special Prosecutor lodged an appeal in the Court of Appeals. In September of
1990, that Court upheld the dismissal of the indictment, and on October 5, 1990,
the mandate of the Court of Appeals was issued thereby making final the
dismissal of all charges against Mr. Fernandez. There are no outstanding
criminal charges or convictions against Mr. Fernandez today.
Travis Y. Green
Travis Y Green has been a Director since inception. He holds a Masters Degree in
International Business Studies from the University of South Carolina and he
graduated with a Bachelors Degree in Business Administration from Emory
University. Mr. Green was an Account Executive at Dresdner Bank AG, in New York
in 1978, and continued his financial career at the Wall Street firm of Brown
Brothers Harriman & Co. for 10 years from 1982 through 1992. In 1993, he
established the investment banking firm of Green, Morris & Associates in
Atlanta, Georgia, where he serves as President.
Herbert M. Jacobi
Herbert M. Jacobi has been an attorney in private practice in New York, New York
since 1967 specializing in securities law. Mr. Jacobi received a Bachelor of
Arts degree from Columbia College in 1960 and a Juris Doctorate from Columbia
Law School in 1963.
Hugh G. Sawyer
Hugh G. Sawyer has served as President of National Linen Service, a $500 million
sales subsidiary of National Service Industry, based in Atlanta, Georgia since
early 1996. He was formerly president of Wells Fargo Armored Division of Borg
Warner.
John C. Power
John C. Power has served as President and Chief Executive Officer of Redwood
MicroCap Fund, Inc. ("MicroCap") since February, 1992. MicroCap is registered as
an Investment Company under the Investment Company Act of 1940, as amended (the
"40 Act"), but is attempting to de-register from the 40 Act. MicroCap has
majority and/or wholly-owned subsidiaries engaged in oil and gas exploration,
production and management and radio broadcasting. Since November 1996, Mr. Power
has been the Managing Member of Northern Lights Broadcasting, L.L.C., a limited
liability company engaged in the acquisition and development of radio stations
in Montana and North Dakota. Since November 1996, Mr. Power has also been
President of Power Surge, Inc. Mr. Power has also served as president of Power
Curve, Inc., a private investment and consulting firm since 1986, and as an
officer and director of Signature Wines of Napa Valley, Inc. from September,
1995 to June 1996, and as an officer and director of Signature Wines of Napa
Valley, Inc. from September, 1995 to June 1996. From March, 1994 to September,
1995, Mr. Power served as a general partner of Signature Wines, a California
general partnership, a predecessor entity of Signature Wines of Napa Valley,
Inc. Mr. Power served as a director of BioSource International, Inc.
(NASDAQ:BIOI) from August, 1993 to December, 1994, of Optimax Industries, Inc.
(NASDAQ:QPMX) from April 1993 to March 1995, and Of AirSoft Corporation, a
manufacturer of network communications software and systems, from 1993 to June
1996. Mr. Power received his formal education at Occidental College and at the
University of California at Davis.
Stephen G. Calandrella
Stephen G. Calandrella has been President and a Director of The Rockies Fund
Inc. since February, 1991, and Chief Executive Officer since January 30,
1994. Mr. Calandrella has previously served as a Director of Kelly Motors,
Ltd., Good Times Restaurants, Inc., Southshore Corp., and Cogenco
International, Inc. Mr. Calandrella also served as a Director for Combined
Penny Stock Fund, Inc. and Redwood MicroCap Fund, Inc. both of which are
closed-end investment companies registered under the Investment Fund Act
of 1940. Mr. Calandrella currently serves as a member of the Board of
Directors of several publicly held companies. Mr. Calandrella has also
engaged in financing and consulting activities for development stage
companies which consist of advising public and private companies on capital
formation methods, enhancing shareholder valuations, mergers, acquisitions
and corporate restructurings as well as arranging for bridge loans and equity
purchases.
BOARD OF DIRECTORS MEETINGS, COMMITTEES AND
DIRECTOR COMPENSATION
The Company's Board of Directors took action at four duly noticed meetings of
the Board of Directors during fiscal year 1996. Each Director attended (or
otherwise participated in) at least 75% of the Company's special and regular
meetings of the Board of Directors. The Board of Directors has a Compensation
Committee comprising of Hugh G. Sawyer, Stephen G. Calandrella and Joseph F.
Fernandez, Chairman of this committee.
EXECUTIVE OFFICERS
In addition to the previously named directors and executive officers, the
Company expects the following individuals to make significant contributions to
the Company's business in the positions indicated below:
EXECUTIVE COMPENSATION
The Company believes that shareholders should be provided information about
director and executive officer compensation consistent with the rules of the
Securities and Exchange Commission (the "SEC"). As a result, this Proxy
Statement contains the following four sections of information regarding
executive compensation: Summary Compensation Table; Option/SAR Grants in the
Last Fiscal Year; Executive Compensation Report of the Compensation Committee;
and Stock Performance Graph.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the annual and long-term compensation for
services in all capacities to the Company's officers. No officer received
compensation in excess of $100,000 during the relevant fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
(A) (B) (C) (D) (E) (F) (G) (H) (I)
Securities
Name and Year Salary Bonus Other Annual Restricted Underlying LTP Pay All other
Position Compensation Stock Award Options/SAR's Outs Compensation
# $
Oliver L. 1997 57,123 --- --- --- --- --- ---
North 1996 113,740 --- --- --- --- --- ---
Joseph F. 1997 57,123 --- --- --- --- --- ---
Fernandez 1996 117,074 --- --- --- --- --- ---
</TABLE>
STOCK OPTION AND STOCK APPRECIATION RIGHTS
In January, 1996, Richard Stone was granted options to purchase 100,000 shares
of the Company's common stock at an exercise price of $.44. Pursuant to the
Company's 1997 3 for 1 reverse split, Mr. Stone now holds options to purchase
33,333 shares of the common stock at an exercise price of $1.32 per share. These
stock options will expire if unexercised three (3) years from the date of grant.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE APPRECIATION
FOR OPTION TERM/1
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h)
Number of Percent of
Securities Total
Underlying Options/SARs
Options/ Granted to Exercise of Market Price
SARs Employees in Base Price on date of
Granted Fiscal Year Per Share Grant Expiration 5% 10% 0%
(#) (%) ($/Share) ($/Share) Date ($) ($) ($)
---- ---- ---- ---- ---- --- --- ---
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires the Company directors and executive officers, and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of the Company's Common Stock and other equity securities.
Officers, directors and greater than 10% shareholders are required by SEC
Regulations to furnish the Company with copies of all Section 16(a) reports they
file.
Based solely upon a review of the copies of such reports furnished to the
Company and written representations that no other reports were required, the
Company believes that there was compliance for the fiscal year ended December
31, 1996 with all Section 16(a) filing requirements applicable to the Company's
officers, directors and greater than 10% beneficial owners.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
To the Company's knowledge, the following table sets forth information regarding
ownership of the Company's outstanding Common Stock on September 30, 1997 by (i)
beneficial owners of more than 5% of the outstanding shares of Common Stock;
(ii) each director and each executive officer; and (iii) all directors and
executive officers as a group. Except as otherwise indicated below and subject
to applicable community property laws, each owner has sole voting and sole
investment powers with respect to the stock listed.
Name and Address Shares of Common Stock
of Beneficial Owner Beneficially Owned Percentage of Class
Officers Directors and
5% Holders
Oliver L. North 157,990 14.2%
Rt. I Box, 560
Bluemont, VA 20135
Joseph F. Fernandez (1) 94,350 8.5%
9542 Whitecedar Court
Vienna, VA 22181
Travis Y. Green 3,700 0.3%
One Ravinia Drive
Atlanta, GA 30346
John C. Power (2)
Redwood MicroCap Fund 103,200 9.3%
2055 Angle Drive, Suite 105
Colorado Springs, CO 80918
Stephen G. Calandrella (3)
Rockies Fund 240,867 21.6%
4465 Northpark Drive, Suite 400
Colorado Springs, CO 80907
Herbert M. Jacobi
8 West 38th Street
New York, New York 10018 0 0.0%
Hugh Sawyer 1,000 0.1%
All Officers and Director 601,107 54.0%
as a Group (7 persons)
(1) These shares are owned by Mr. Fernandez' immediate family.
(2) Redwood MicroCap Fund, Inc., a company registered under the Investment
Company Act of 1940 purchased 309,600 shares of Common Stock (pre-split
3 for 1) in March 1997. John C. Power, President of the Fund, was
appointed to the Board of Directors of the Company on March 4, 1997.
(3) The Rockies Fund, Inc., a company registered under the Investment
Company Act of 1940, purchased in a series of transactions in February
and March, 1997, 311,600 shares of Common Stock (pre-split 3 for 1) and
411,000 Common stock Purchase Warrants. Stephen G. Calandrella,
President of the Fund, was appointed on the Board of Directors of the
Company on March 4, 1997.
PROPOSAL 2 - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected, Thompson, Greenspon & Co.,
P.C., as the independent public accountants for the Company to audit its
consolidated financial statements for the fiscal year ending December 31, 1997.
Thompson, Greenspon & Co., P.C. served as the Company's independent public
accountants for the fiscal year ended December 31, 1996.
At the Annual Meeting, shareholders will be asked to ratify the selection by the
Board of Directors of Thompson, Greenspon & Co., P.C. as the Company's
independent public accountants. The vote of a majority of the shares entitled to
vote at the Annual Meeting will ratify this selection.
THE BOARD RECOMMENDS A VOTE "FOR" RATIFICATION
OF THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
PROPOSAL 3 - APPROVAL AND ADOPTION OF COMPANY'S 1997 INCENTIVE
STOCK OPTION PLAN
On September 24, 1997, the Board of Directors adopted a resolution to seek
shareholder approval of the Company's 1997 Incentive Stock Option Plan, pursuant
to which 300,000 shares of Common Stock will be reserved for issuance to all
persons in the service of the Company or a subsidiary of the Company and the
members of the Board of Directors of the Company who are not otherwise employees
(the "1997 Incentive Stock Option Plan"). The options are to be granted at
exercise prices not less than 100% of the fair market value of the Common Stock
at the date of the grant. Any options granted must be exercised within 30 months
thereof by the recipient or such options will expire. The number of shares
granted, terms of exercise, and expiration dates are to be decided at the date
of grant of each option by the Company's stock option committee consisting of
members of the Board of Directors (the "Stock Option Committee"). A copy of the
proposed 1997 Incentive Stock Option Plan is and will be available at the
Company's offices 10 days prior to the date of the meeting.
THE BOARD RECOMMENDS A VOTE "FOR" ADOPTION AND APPROVAL
OF THE 1997 INCENTIVE STOCK OPTION PLAN
OTHER MATTERS
Management knows of no other matters to be submitted to the Annual Meeting. If
any other matters properly come before the Annual Meeting, it is intended that
the person named in the enclosed form of Proxy will vote such Proxy in
accordance with his judgment.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as filed with the SEC, may be obtained by shareholders
without charge by written request to Guardian Technologies International, Inc.,
22570 Markey Court, Dulles, Virginia 20166.
By Order of the Board of Directors
Oliver L. North, Chairman of the Board
and President
Dated: November 6, 1997
<PAGE>
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
22570 Markey Court, Dulles, Virginia 20166
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This undersigned hereby appoints Oliver L. North, Joseph F. Fernandez
and each of them, with full power of substitution, as proxies to vote as
designated on the reverse side, all the shares of common stock held by the
undersigned at the annual meeting of shareholders of Guardian Technologies
International, Inc. to be held on Monday, December 8, 1997 at 7:30 a.m. at the
Atlanta Airport Marriot Hotel, 4711 Best Road, Atlanta, Georgia 30337-5606, or
any adjournment thereof, and with discretionary authority to vote on all other
matters that may properly come before the meeting.
X Please mark your votes as in this example.
For Withheld Abstain
--- -------- -------
1. Election of Directors
Nominees:
Stephen G. Calandrella
Herbert M. Jacobi
John C. Power
Hugh G. Sawyer
For Against Abstain
--- ------- -------
2. Approval of Independent Accountants
3. Adoption and Approval of Company's
1997 Incentive Stock Option Plan
This proxy will be voted as directed, or if no direction is indicated,
will be voted FOR all nominees listed above for election of directors, FOR
approval of the independent auditors and FOR adoption and approval of the
Company's 1997 Incentive Stock Option Plan and in the discretion of the persons
named as proxies with respect to any other business that may properly come
before the meeting.
<PAGE>
If you wish to vote in accordance with the recommendations of the Board
of Directors, you may just sign and date below and mail in the postage paid
envelope provided, Specific choices may be made above.
Signature_______________________
Date _______________________
Signature_______________________
Date _______________________
Note: Please sign exactly as names appears hereon. Joint owners each
should sign. When signing as attorney, executor, administrator,
trustee or guardian please give full title as such.
