<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the commission Only (as permitted by rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
---------------------------------------------------
(Name of Registrant As Specified In Its Charter)
------------------------------------------------------------
(Name of Person(s) Filing the Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(4)0 and
0-11.
Title of each class of securities to which transaction applies:
---------------
Aggregate number of securities to which transaction applies:
---------------
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):
---------------
Proposed maximum aggregate value of transaction:
---------------
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:
Amount previously paid:
--------------
Form, Schedule or Registration Statement No.:
---------------
Filing Party:
------------------------------------------------
Date Filed:
------------------------
<PAGE>
<PAGE>
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
22570 Markey Court, Dulles, Virginia 20166
_______________________________________
NOTICE AND PROXY STATEMENT
For Annual Meeting of Shareholders To Be Held on January 6, 2000
______________________________________
To the Shareholders:
The 1999 Annual Meeting of the shareholders of Guardian Technologies
International, Inc., will be held at the offices of the Company located at
22570 Markey Court, Dulles, Virginia 20166 on January 6, 2000, at 10:00 a.m.
Eastern Savings Time, for the following purposes:
To elect five directors to serve on the Board of Directors until the next
annual meeting of shareholders or until successors are duly elected and
qualified;
To approve the Board of Directors' selection of Hein & Associates LLP, as the
Company's independent public accountants to audit the consolidated financial
statements of the Company for the fiscal year ending December 31, 1999;
To consider and act upon any other matters that properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the closed of business on Friday,
November 19, 1999 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.
Your attention is directed to the attached Proxy Statement
By Order of the Board of Directors,
/s/ Oliver L. North
---------------------------------------
Oliver L. North, Chairman of the Board
Dulles, Virginia
December 1, 1999
-----------------------------------------
IMPORTANT
Shareholders are earnestly requested to DATE, SIGN and MAIL the enclosed
proxy. A postage paid envelope is provided for mailing.
------------------------------------------
<PAGE>
<PAGE>
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
22570 Markey Court, Dulles, Virginia 20166
PROXY STATEMENT
Annual Meeting of Shareholders
January 6, 2000
General
- -------
The enclosed proxy is solicited by and on behalf of the Board of Directors of
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. ("Guardian" or the "Company") for
use in voting at the Annual Meeting of Shareholders to be held at the offices
of the Company located at 22570 Markey Court, Dulles, Virginia 20166 on
January 6, 2000, at 10:00 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 Friday, November 19, 1999 (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 1,310,498 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 I person or by
proxy, shall constitute a quorum for the transactions of business at the
Annual Meeting. Proxies received but marked abstentions and broker non-votes
will be included in the calculation of the number of shares considered to be
present at the 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 a
notice 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 December 1, 1999.
Voting and Solicitation
- -----------------------
Each outstanding share of Common Stock as of the Record Date will be entitled
to one (1) vote on each proposal 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 ratify the selection of independent public accountants.
Broker Non-Votes
- ----------------
If your shares are held in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise voting discretion
under certain circumstances. However, brokers may vote customers' unvoted
shares on certain "routine" matters, including the election of Directors and
approval of auditors. Accordingly, at this year's Annual Meeting, shares held
in street name and voted by your broker will be counted for purposes of
establishing, and as voted in the election of Directors and approval of
auditors. Proxies received but marked abstentions and broker non-votes will
be included in the calculation of the number of shares considered to be
present at the meeting for purposes of establishing a quorum.
Matters to be Brought Before the Annual Meeting
- -----------------------------------------------
The matters to be brought before the Annual Meeting include: (1) to elect five
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 Hein & Associates LLP, as the
Company's independent public accountants to audit the financial statements of
the Company for the fiscal year ending December 31, 1999; and (3) 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 five (5) members, all of whom are nominees for election at the
Annual Meeting. 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 nominee, 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 any of such nominees will
be unwilling or unable to serve if elected as a director.
The nominees are as follows:
Oliver L. North
J. Andrew Moorer
Herbert Jacobi
Kevin L. Houtz
David W. Stevens
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF 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:
<TABLE>
<CAPTION>
Name Age Position
------------------- -------- ------------------------
<S> <C> <C>
Oliver L. North 56 Chairman of the Board and Secretary
J. Andrew Moorer 37 Director, President and Chief
Executive Officer
Herbert M. Jacobi 60 Director and Treasurer
Kevin L. Houtz 37 Director
David W. Stevens 64 Director
</TABLE>
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.
J. Andrew Moorer
- ----------------
J. Andrew Moorer was named Chief Operating Officer during 1998. He began
his career as a Certified Public Accountant in the Audit and Emerging Business
Services Group of the international accounting firm of PriceWaterhouseCoopers.
Since leaving public accounting in 1987, Mr. Moorer has held various positions
in finance with increasing levels of responsibility, including the position of
Chief Financial Officer for several firms. Mr. Moorer received his formal
education at Loyola College of Maryland.
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.
Kevin L. Houtz
- --------------
Kevin L. Houtz is the founder of Elements of Design, a full service
graphic design firm located in Baltimore, Maryland. The firm, specializing in
the development of corporate identity and collateral and packaging design, has
served a variety of regional and national clients since its inception in 1989.
Mr. Houtz graduated from the University of Maryland in 1984, receiving a
Bachelor of arts degree in Visual Arts/Design.
David W. Stevens
- ----------------
David W. Stevens has been the CEO of several public and private companies
for the past twenty-four years. His assignments have focused on restructuring
and turnaround situations in the manufacturing, defense electronics and
engineering services industries. Mr. Stevens is also a consultant to the
International Finance Corporation of the World Bank Group in organizational
development. At present, Mr. Stevens is Chief Operational Officer of
Hargrove, Inc., a company specializing in exhibits and special events.
MEETINGS OF THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The Company's Board of Directors held forty (40) duly noticed meetings during
fiscal year 1998. Each Director attended (or otherwise participated in) at
least 75% of the Company's special and regular meetings of the Board of
Directors.
COMPENSATION COMMITTEE. The Company maintained a standing Compensation
Committee, which reviews all aspects of compensation of officers of the
Company and determines or makes recommendations on such matters to the full
Board of Directors. During 1998, the Compensation Committee consisted of Hugh
M. Sawyer, Travis Y. Green and Herbert M. Jacobi. Steven G. Calandrella
served on the committee until November of 1998, at which time he resigned and
was replaced by Joseph F. Fernandez. The Compensation Committee will be
restaffed after the shareholders' meeting.
AUDIT COMMITTEE. The Audit Committee selects the independent auditors and
represents the Board of Directors in evaluating the quality of the Company's
financial reporting process and internal financial controls through
consultations with the independent auditors, internal management and the Board
of Directors. During 1998, the Audit Committee consisted of Oliver L. North,
Travis Y. Green and John C. Power. The Audit Committee will be restaffed
after the shareholders' meeting.
OTHER COMMITTEES. The Company does not maintain a standing nominating
committee or other committees performing similar functions. Nominations of
persons to be directors are considered by the full Board of Directors.
EXECUTIVE COMPENSATION
This section contains charts that show the amount of compensation earned by
the Company's Chief Executive Officer and by the four other most highly paid
executive officers.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Name and Restricted Securities
Principal Other Annual Stock Underlying LTIP All Other
Position(1) Year Salary Bonus Compensation Awards Options/SARs Payouts Compensation
- ------------- ----- ------ ----- ------------ ---------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Oliver L. North, 1998 -0- -0- -0- -0- -0- -0- -0-
Chairman and 1997 $16,014 -0- -0- -0- -0- -0- -0-
Secretary 1996 $113,740 -0- -0- -0- -0- -0- -0-
Joseph F. 1998 -0- -0- -0- -0- -0- -0- -0-
Fernandez, 1997 -0- -0- -0- -0- -0- -0- -0-
Vice President 1996 $117,074 -0- -0- -0- -0- -0- -0-
</TABLE>
1. J. Andrew Moorer is not a "named executive officer" as he did not become
CEO until February 1999, nor did he earn a combined salary of $100,000 in
any preceding year.
2. Oliver L. North was CEO from the Company's inception until February of
1999.
Option/SAR Grants in the Last Fiscal Year
The following table provides information on option grants during the year
ended December 31, 1998 to the named executive officers:
<TABLE>
<CAPTION>
Number of Percent of
Securities Total Options/ Market
Underlying SARs Granted to Price
Options/SARs Employees In on Date Exercise Price Expiration
Name Granted Fiscal Year of Grant (Per Share) Date
- ----------- ------- --------------- -------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Oliver L.
North 55,000 18% -------- $2.50 1/28/2000
Joseph F.
Fernandez 40,000 13% -------- $2.50 1/28/2000
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
Option/SAR Values
The following table provides information on the value realized by the
exercise of options by the named executive officers during 1998 and the value of
the named executive officer's unexercised options at December 31, 1998.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs at Fiscal Options/SARs at Fiscal
Year-End Year-End
---------------------- ----------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Oliver L.
North -0- -0- 55,000
Joseph F.
Fernandez 20,000 $3,750 20,000
</TABLE>
(1) Options are considered "in the money" if the fair market value of the
underlying securities exceeds the exercise price of the options. At
December 31, 1998, none of the options held by the Named Executive
Officers were in the money.
<PAGE>
<PAGE>
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
person 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, 1998 with all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than 10%
beneficial owners.
<PAGE>
<PAGE>
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 November 19,
1999 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.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent
Title of Class of Beneficial Owner Ownership(1) of Class(2)
- -------------- ------------------- ----------------- -----------
<S> <C> <C> <C>
Common Stock J. Andrew Moorer
4528 E. Duane Lane
Cave Creek, AZ 85331 217,990(3) 15.8%
Common Stock Oliver L. North
Rt. 1, Box 560
Bluemont, VA 20135 55,000(4) 0.4%
Common Stock Joseph F. Fernandez
9542 Whitecedar Court
Vienna, VA 22181 114,355(5) 8.6%
Common Stock Herbert M. Jacobi
8 West 38th Street
New York, NY 10018 20,000(6) 1.5%
Common Stock Kevin L. Houtz
3000 Chestnut Ave.
Suite 343D
Baltimore, MD 21211 66,000 5.0%
Common Stock David W. Stevens
312 Greenwood Point Rd.
Grasonville, MD 21638 -0- -0-
All Officers and Directors as a Group
(6 persons)(7) 473,345 32.0%
</TABLE>
<PAGE>
(1) A person is deemed to be the beneficial owner of securities that can be
acquired within 60 days from the date set forth above through the
exercise of any option or warrant.
(2) In calculating percentage ownership, all shares of Common Stock that the
named stockholder has the right to acquire within 60 days upon exercise
of any option or warrant are deemed to be outstanding for the purpose of
calculating the percentage of Common Stock owned by such stockholder, but
are not deemed outstanding for the purpose of computing the percentage of
Common Stock owned by any other stockholder. Shares and percentages
beneficially owned are based upon 1,310,498 shares outstanding on
November 19,1999.
(3) Includes 70,000 shares purchasable upon exercise of options. Also
includes 57,990 shares that were optioned to Moorer by North, and which
Moorer holds voting proxy over.
(4) Includes 55,000 shares purchasable upon exercise of options. Excludes
57,990 shares that North optioned to Moorer, over which Moorer holds
voting proxy.
(5) Includes 20,000 shares purchasable upon the exercise of options.
Represents 94,355 shares owned by Charles Anthony Gidden Fernandez;
13,334 shares owned by Dale Gidden Fernandez; 1,017 shares owned by John
David Gidden Fernandez; 13,334 shares owned by Joseph Culver Gidden
Fernandez; 13,334 shares owned by Michael Louis Gidden Fernandez; 13,334
shares owned by Dale Gidden Fernandez C/F Andrew Francis Gidden
Fernandez; 13,334 shares owned by Catherine Marie Gidden Fernandez Gros;
13,334 shares owned by Elizabeth Anne Gidden Fernandez. Notwithstanding
the foregoing, Mr. Fernandez continues to retain voting control over all
shares owned by Mr. Fernandez' children.
(6) Consists exclusively of 20,000 shares purchasable upon exercise of
options.
(7) Includes Messrs. Moorer, North, Fernandez, Jacobi, Houtz and Stevens.
PROPOSAL 2 - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Hein & Associates LLP, as
the independent public accountants for the Company to audit its consolidated
financial statements for the fiscal year ending December 31, 1999.
Representatives of Hein & Associates LLP will be present, telephonically, at
the Annual Meeting to respond to appropriate questions and to make such
statements as they may desire.
At the Annual Meeting, shareholders will be asked to ratify the selection by
the Board of Directors of Hein & Associates LLP as the Company's independent
public accountants.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE SELECTION OF HEIN & ASSOCIATES LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR FISCAL 1999.
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.
PROPOSALS BY SHAREHOLDERS
Any shareholder desiring to have a proposal included in our proxy
statement for our 2000 Annual Meeting must deliver such proposal (which must
comply with the requirements of Rule 14a-8 promulgated under the Securities
Exchange Act of 1934) to our principal executive offices not later than
February 28, 2000.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, 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
/s/ Oliver L. North
------------------------------------------
Oliver L. North, Chairman of the Board
Dated: November 26, 1999
<PAGE>
<PAGE>
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints J. Andrew Moorer and
Oliver L. North with full power of substitution, the true and lawful attorney
and proxy of the undersigned, to attend the Annual Meeting of the Shareholders
of GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. to be held at the offices of the
company located at 22570 Markey Court, Dulles, Virginia 20166, on January 6,
2000 at 10:00 a.m., local time, and any adjournments thereof, and to vote the
shares of Guardian common stock standing in the name of the undersigned, as
directed below, with all the powers the undersigned would possess if
personally present at the meeting.
Proposal No. 1: To elect five (5) directors to the Company's Board to
serve for the next year or until their successors are elected.
Nominees: J. ANDREW MOORER, OLIVER L. NORTH, HERBERT M. JACOBI, KEVIN L.
HOUTZ AND DAVID W. STEVENS
----- VOTE for all nominees except those whose names are written on
the line provided below (if any).
----- VOTE WITHHELD on all nominees
Proposal No. 2: To approve the Board of Directors' selection of Hein &
Associates LLP, as the Company's independent public accountants to audit
the consolidated financial statements of the Company for the fiscal year
ending December 31, 1999.
----- VOTE for approval of Hein & Associates LLP
----- VOTE WITHHELD on approval of Hein & Associates LLP
PLEASE PROMPTLY DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE.
This proxy will be voted in accordance with the directions indicated herein.
If no specific directions are given, this proxy will be voted for approval of
all nominees listed herein, for approval of the proposals listed herein and,
with respect to any other business as may properly come before the meeting, in
accordance with the discretion of the proxies.
DATED:
------------------------
---------------------------------------
(Signature)
When signing as executor, administrator,
attorney, trustee or guardian, please give
full title as such. If a corporation, please
sign in full corporate name by president or
other authorized officer. If a partnership,
please sign in partnership name by authorized
person. If a joint tenancy, please have both
joint tenants sign.
