<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.____)
x Filed by the Registrant
- ------
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 Section 240.14a-11(c) or Section
- ----- 240.14a-12
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person Filing 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)
- ----- and 0-11.
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.
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GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on June 13, 2000
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To the Stockholders of Guardian Technologies International, Inc.:
YOU ARE HEREBY NOTIFIED that a special meeting of stockholders of
Guardian Technologies International, Inc. ("Guardian"), will be held in
Guardian's offices at 11 Sundial Circle, Suite #17, Carefree, Arizona, at
10:00 AM local time, on June 13, 2000, or any adjournment or postponement
thereof, for the purpose of considering and voting on the following proposal:
Approval of the issuance of 300,000 shares of common stock and
- ----- 3,600,000 warrants to private investors.
The common stock and warrants were sold as units: one share and twelve
warrants in each Unit. The Units were sold at a price of $.75 per Unit. The
Warrants are exercisable over periods ranging from 30 days to 180 days at
exercise prices of between $.75 per share and $1.375 share. The proceeds from
the offering will be used for general corporate purposes.
The board of directors of Guardian (the "Board") has determined that the
proposal is fair and in the best interests of the stockholders of Guardian.
Accordingly, the Board has unanimously approved and recommends that you vote
FOR the approval of the issuance of the securities.
Stockholders may also be asked to consider and vote upon such other
matters that may properly come before the meeting and any adjournments or
postponements thereof.
The transaction in which the securities were sold and other important
matters are described in the accompanying Proxy Statement, which you are urged
to read carefully and in its entirety.
The Board has fixed the close of business on April 27, 2000, as the
record date for the determination of the holders of common stock entitled to
notice of, and to vote at, the meeting or any adjournment or postponement. A
list of such stockholders will be available for review at the principal
executive offices of Guardian listed below during normal business hours for a
period of 10 days prior to the meeting.
We welcome your attendance at the meeting. Whether or not you expect to
attend the meeting in person, we urge you to complete, date, sign and return
the enclosed proxy card as promptly as possible. A postage-prepaid envelope
is enclosed for that purpose. Your proxy is revocable and will not affect
your right to vote in person if you decide to attend the meeting. Simply
attending the meeting, however, will not revoke your proxy. For an
explanation of the procedures for revoking your proxy, see the section of the
Proxy Statement captioned "The Special Meeting - Proxies." Returning your
proxy card without indicating how you want to vote will have the same effect
as a vote FOR the approval of the issuance of the shares of common stock and
warrants.
Our principal executive offices are located at 22570 Markey Court,
Dulles, Virginia 20166. If you have any questions about this Notice or the
proposal, please call Andrew Moorer at (480) 575-6972.
By Order of the Board of Directors
----------------------------------
Dulles, Virginia Oliver L. North, Secretary
May 2, 2000
YOUR VOTE IS IMPORTANT.
TO VOTE YOUR SHARES, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.
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<PAGE>
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
12570 Markey Court
Dulles, Virginia 20166
To our Shareholders:
You are cordially invited to attend the special meeting of shareholders
of Guardian Technologies International, Inc. ("Guardian"), to be held on June
13, 2000, in Guardian's offices at 11 Sundial Circle, Suite #17, Carefree,
Arizona, at 10:00 AM local time.
At the shareholder meeting, you will vote on one proposal:
Approve the issuance of 300,000 shares of Guardian Common Stock
- ----- and 3,600,000 Common Stock Purchase Warrants to private investors.
The board of directors of Guardian has determined that the proposal is
fair to and in the best interests of Guardian's shareholders. Accordingly,
the board of directors has unanimously approved the proposal. The board of
directors recommends that you vote FOR approval of the proposal at the
shareholders' meeting.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the
shareholder meeting in person, I urge you to complete, date, sign, and
promptly return the enclosed proxy card to ensure that your shares will be
represented at the meeting. A postage-prepaid envelope is enclosed for that
purpose. Your proxy is revocable and will not affect your right to vote in
person if you decide to attend the meeting. Simply attending the meeting,
however, will not revoke your proxy. Returning your proxy card without
indicating how you want to vote will have the same effect as a vote FOR the
proposal. This proxy statement provides you with detailed information about
the proposal. We encourage you to read this entire document carefully.
-----------------------------------
J. Andrew Moorer
President and Chief Executive
Officer of Guardian Technologies
International, Inc.
Dulles, Virginia
May 2, 2000
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GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
22570 Markey Court
Dulles, Virginia 20166-6901
PROXY STATEMENT
FOR
MEETING OF STOCKHOLDERS
The Board of Directors (the "Board") of Guardian Technologies
International, Inc. ("Guardian" or the "Company") authorized the issuance to
private investors of 300,000 Units ("Units") of the Company's securities for
$225,000. Each of the Units contains one share of the Company's common stock
("Common Stock") and 12 warrants. The warrants will be exercisable over a
period of 180 days at prices between $.75 and $1.375 per share.
The Board has called a special meeting of Stockholders (the "Meeting") to
vote on the issuance of the Units. The approval of the Stockholders is
required by the rules of the Nasdaq Stock Market, where Guardian's shares are
traded. The Meeting will be held on June 13, 2000 at 10:00 am local time, at
the Company's offices at 11 Sundial Circle, Suite #17, Carefree, Arizona. The
Board is soliciting proxies to be used at the Meeting through this Proxy
Statement. When the accompanying proxy is properly executed and returned, the
shares of Common Stock it represents will be voted at the Meeting, and where a
choice has been specified on a proxy card, will be voted in accordance with
such specification. If no choice is specified on a proxy, the shares it
represents will be voted FOR the issuance of the Units and according to the
judgment of the persons named in the enclosed proxies as to any other action
which may properly come before the Meeting or any adjournment thereof.
In the event the Meeting is, for any reason, adjourned to another time or
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the Meeting. At the adjourned meeting, any business
may be transacted which might have been transacted at the original Meeting.
A STOCKHOLDER MAY REVOKE ANY PROXY AT ANY TIME BEFORE IT IS VOTED BY
MAILING OR DELIVERING WRITTEN NOTICE OF SUCH REVOCATION TO THE SECRETARY OF
GUARDIAN; BY PROVIDING A PROXY PROPERLY SIGNED AND DATED SUBSEQUENT TO AN
EARLIER PROXY; OR BY REVOKING A WRITTEN PROXY BY REQUEST IN PERSON AT THE
MEETING. IF NOT SO REVOKED, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED
IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY CARD.
This Proxy Statement, notice of the Meeting, and a proxy card are first
being mailed on or about May 2, 2000, to Guardian's Stockholders eligible to
vote at the meeting.
Guardian is bearing all costs of soliciting proxies, and expressly
reserves the right to solicit proxies otherwise than by mail. The
solicitation of proxies by mail may be followed by telephone, telegraph, or
other personal solicitations of certain Guardian Stockholders and brokers by
one or more of the Directors or by Officers or employees of Guardian.
Guardian may request banks and brokers or other similar agents or fiduciaries
for the voting instructions of beneficial owners and reimburse the expenses
incurred by such agents or fiduciaries in obtaining such instructions.
Guardian has retained Mackenzie Partners to assist it in soliciting proxies.
Guardian estimates that it will pay Mackenzie Partners $7,500 for its services
in connection with such solicitations.
Only Guardian Stockholders of record as of the close of business on April
27, 2000 (the "Record Date") will be entitled to vote at the Meeting.
Representation of a majority of Guardian's shares of common stock outstanding
on the Guardian Record Date, either in person or by proxy, constitutes a
quorum for the Meeting. When a quorum is present, the vote by the holders of
a majority of the shares represented at the Meeting shall decide the proposal
to be voted upon at the Meeting. As of the Record Date, Guardian had
outstanding 3,311,662 shares of common stock, with each share being entitled
to one vote.
All of the share numbers and share prices (except the trading volume
information) included in this Proxy statement have been adjusted for a two-
for-one stock split of the Company's Common Stock which was effective on March
15, 2000. The Common Stock began trading on a post-split basis on April 3,
2000.
THE SPECIAL MEETING
The Board for use at the Meeting is furnishing this Proxy Statement and
the accompanying proxy to shareholders of Guardian as part of the solicitation
of proxies. This Proxy Statement and the enclosed form of proxy are first
being mailed to the shareholders of Guardian on or about May 2, 2000.
Date, Time and Place of Meeting
The Meeting will be held in the Company's offices at 11 Sundial Circle,
Suite #17, Carefree, Arizona, on June 13, 2000, at 10:00 am, local time.
Matters to be Considered
The purpose of the Meeting is to consider and vote upon a proposal to
authorize the issuance of shares of the Company's Common Stock and Common
Stock Purchase Warrants.
The Board has unanimously approved this proposal and recommends that
shareholders vote FOR the approval of the proposal.
Management of Guardian does not know of any other matter to be brought
before the Meeting other than as referred to in this Proxy Statement. If any
other business should properly come before the Meeting, the persons named in
the proxy will vote upon those matters in their discretion.
Record Date and Outstanding Shares
The Board has fixed the close of business on April 27, 2000, as the
Record Date for determining shareholders entitled to notice of and to vote at
the Meeting. As of the Record Date, there were approximately 41 shareholders
of record of Guardian Common Stock (which does not include all beneficial
owners) and 3,311,662 shares of Guardian common stock outstanding and entitled
to vote, with each share entitled to one vote.
Quorum
The presence in person or by properly executed proxy of holders of a
majority of the votes entitled to be cast at the Meeting is necessary to
constitute a quorum. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for the
transaction of business.
Required Vote
An affirmative vote of the holders of a majority of the shares of
Guardian common stock present in person or represented by proxy at the Meeting
and entitled to vote, is required for the approval and adoption of the
Proposal. Abstentions will have the legal effect of a vote against the
Proposal. With respect to a broker non-vote on the Proposal, such shares will
not be considered present at the Meeting, and, since they will not be counted
in the voting with respect to such matter, will have the practical effect of
reducing the number of affirmative votes necessary to achieve the required
majority vote by reducing the total number of shares from which the majority
is calculated.
The officers and directors of Guardian have indicated that they intend to
vote their shares FOR the proposal. These individuals own shares representing
a total of 643,980 shares, or approximately 24% of the total number of shares
of Guardian common stock outstanding as of the Record Date.
Proxies
All shares of common stock represented at the Meeting either in person or
by properly executed proxies received prior to or at the Meeting and not duly
and timely revoked will be voted at the Meeting in accordance with the
instructions in such proxies. If no such instructions are indicated, such
shares will be voted in favor of all the proposals and, in the discretion of
the proxy holder as to any other matter which may be incidental to the Meeting
as may properly come before such Meeting. Guardian knows of no other matters
other than as described in the Notice of Special Meeting that are to come
before the Meeting. If any other matter or matters are properly presented for
action at the Meeting, the persons named in the enclosed form of proxy and
acting thereunder will have the discretion to vote on such matters in
accordance with their best judgment, including any adjournment or postponement
of the Meeting, unless such authorization is withheld.
A shareholder who has given a proxy may revoke it at any time prior to
its exercise by: (i) giving written notice thereof to the Secretary of
Guardian at or prior to the taking of the vote at the Meeting; (ii) signing
and returning to the Secretary of Guardian a later dated proxy prior to the
taking of the vote; or (iii) voting in person at the Meeting; however, mere
attendance at the Meeting will not itself have the effect of revoking the
proxy.
YOU SHOULD NOT SEND STOCK CERTIFICATES WITH YOUR PROXY CARD.
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<PAGE>
PROPOSAL TO BE DECIDED AT THE MEETING
ISSUANCE OF UNITS
a. Background of the Transaction
In December 1999, the Company began to seek funding alternatives to raise
additional capital. In 1999 the Board of Directors of the Company decided to
diversify the Company's business by acquiring other companies. Pursuant to
that strategy, it acquired a 50% interest in Structural Holdings, Inc.
Structural was formed to acquire specialized steel fabrication facilities in
strategic geographical locations within the United States. Structural then
acquired H&M Steel, Inc., which is engaged in structural steel fabrication in
Oklahoma.
In order to provide capital to finance additional acquisitions, the Board
sought additional funding. In January 2000 it received an offer from a group
of investors to purchase shares and warrants from the Company. The investors
offered to purchase 300,000 units at $.75 per unit. Each Unit would contain
one share of common stock and warrants to purchase 12 shares of common stock
at prices increasing from $.75 per share to $1.375 per share over a short
period of time.
The Board, in a meeting held on January 6, 2000, discussed the terms of
the offer. At that time, the Company's Common Stock was trading a $.98 per
share (the Closing Price on Nasdaq on January 5, 2000). The average trading
price of the Common Stock on Nasdaq for the previous thirty trading days (the
"Average Price") had been $.86 per share. In addition, trading volume on
Nasdaq had been limited (an average of 19,850 shares a day for the preceding
30 trading days). The initial price of the unit ($.75) was a 13% discount to
the Average Price. However, if all of the warrants were exercised, the
average purchase price of the shares in the Unit would be $1.04, a premium
over the Average Price. Based on those considerations, the Board believed
that the offer was fair, and it unanimously approved the Term Sheet.
Subscriptions were accepted and 300,000 Units were issued.
b. Description of the Units
The Company sold a total of 300,000 Units of its securities at a price of
$.75 per Unit. Each Unit consisted of one share of Common Stock, two Class A
Common Stock Purchase Warrants ("Class A Warrants"), two Class B Common Stock
Purchase Warrants ("Class B Warrants"), two Class C Common Stock Purchase
Warrants ("Class C Warrants"), two Class D Common Stock Purchase Warrants
("Class D Warrants"), two Class E Common Stock Purchase Warrants ("Class E
Warrants"), and two Class F Common Stock Purchase Warrants ("Class F
Warrants"). The six classes of warrants will be referred to as an aggregate
as the "Warrants." Guardian has agreed to file a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") to register for resale the shares of Common Stock into which
the Warrants are exercisable.
The six classes of warrants are identical, except for their exercise
periods and exercise prices. Each Warrant will be exercisable to purchase one
share of Common Stock. The Warrants will be exercisable at the price and for
the period set forth below:
<TABLE>
<CAPTION>
WARRANT EXERCISE PRICE EXERCISE PERIOD (1)
- ------- -------------- -------------------
<S> <C> <C>
Class A $.75 30 days
Class B $.875 60 days
Class C $1.00 90 days
Class D $1.125 120 days
Class E $1.25 150 days
Class F $1.375 180 days
</TABLE>
- -----------------
(1) The Exercise Period of all of the Warrants begins on the day the
Registration Statement is declared effective (the "Effective Date") by
the Securities and Exchange Commission (the "Commission").
The holder of a Warrant will not be entitled to exercise any Warrant to
the extent that after such exercise the sum of (i) the number of shares of
Common Stock beneficially owned through the ownership of the unexercised
Warrant and (ii) the number of shares of Common Stock issuable upon exercise
of such Warrants with respect to which the determination of this limitation is
made, would result in beneficially ownership by the holder and its affiliates
of more than 4.99% of the outstanding shares of Common Stock of the Company.
The Warrants will contain provisions that provide that if the Company
should sell shares of Common Stock (other that pursuant to the exercise of
outstanding options and warrants, including the Warrants) at a price below the
exercise price of the Warrants, the exercise price of the Warrants shall be
adjusted down to such lower price. Additionally, the Company will agree that,
so long as any of the Warrants are outstanding and unexercised, it will not
issue any additional options, warrants, or other debt or equity instruments
convertible into Common Stock (except pursuant to existing stock incentive
plans) without the consent of the private investors, who cannot unreasonable
withhold their consent to such issuances.
The Company will have the right to redeem any or all outstanding and
unexercised Warrants at a redemption price of $.01 per Warrant upon thirty
(30) days written notice in the event (i) the Registration Statement is in
effect on the date of written notice and on the redemption date set forth in
the notice; (ii) there has been maintained and continues to exist on the date
of the written notice a public trading market for the Common Stock and such
shares are listed for quotation on the Nasdaq Stock Market or the OTC
Electronic Bulletin board; and (iii) the public trading closing price of the
Common Stock has equaled or exceeded 200% of the exercise price of such
Warrant for twenty or more consecutive trading days.
The Board believes that the terms of the proposal are fair to the
Stockholders of the Company. It will provide the Company with a minimum of
$225,000 and a maximum of $4,050,000 in a relatively short period of time
(within 180 days after the effectiveness of the Registration Statement),
without the necessity of paying a commission on the sales. The Company will
use the proceeds for acquisitions and for working capital purposes.
c. Interest of Certain Persons in the Transaction
Two of our directors purchased Units. Mr. David W. Stevens purchased
2,000 Units ($1,500); and Mr. Kevin W. Houtz purchased 10,000 Units ($7,500).
d. Recommendations to Stockholders:
The Board has unanimously approved the proposed sale of the Units and
believes that it is in the best interest of the Guardian Stockholders, and
unanimously recommends a vote FOR the proposal.
WHO CAN HELP ANSWER YOUR QUESTIONS
If you have more questions about the Proposal, you should contact:
Guardian Technologies International, Inc.
P.O. Box 3618
Carefree, Arizona 85377
Attention: J. Andrew Moorer
Telephone: (480) 573-6972
Facsimile: (480) 488-2384
If you would like additional copies of this Proxy Statement, or if you
have questions about how to complete and return your proxy card, you should
contact:
Larry Dennedy
Mackenzie Partners
156 Fifth Avenue
New York, New York 10010
Telephone: (212) 929-5239
Facsimile: (212) 929-0061
<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 April 27,
2000 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.
<TABLE>
<CAPTION>
Title of Name and Address Amount and Nature Percent
Class of Beneficial Owner of Beneficial Ownership (1) of class (2)
- -------- ------------------- -------------------------- ------------
<S> <C> <C> <C>
Common J. Andrew Moorer 420,000 (3) 12.0%
Stock 4528 E. Duane Ln.
Cave Creek, AZ 85331
Common Oliver L. North 229,980 6.9%
Stock Rt. 1, Box 560
Bluemont, VA 20135
Common Herbert M. Jacobi 20,000 *
Stock 8 West 38th Street
New York, NY 10018
Common Kevin L. Houtz 154,000 4.7%
Stock 3000 Chestnut Ave.,
Ste. 343D
Baltimore, MD 21211
Common David W. Stevens 20,000 *
Stock 312 Greenwood Point Rd.
Grasonville, MD 21638
All Officers and Directors as 743,900 24.0%
a Group (5 Persons) (4)
</TABLE>
- -------------------
* Less than 1%
(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 3,311,662 shares outstanding on April
27, 2000.
(3) Includes 200,000 shares purchasable upon exercise of options.
(4) Includes Messrs. Moorer, North, Jacobi, Houtz and Stevens.
e. Additional Information
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed with the Commission can be
inspected and copied (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W. Judiciary Plaza,
Washington, D.C. 20549, as well as at the following Regional Offices:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and Seven World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material also may be obtained at prescribed rates
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and are publicly available through
the Commission's website at http:\\www.sec.gov. The Company's Common Stock is
traded through NASDAQ under the symbol "GRDN".
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Proxy Statement has
been delivered, on the written request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated
by reference in this Proxy Statement, other than exhibits to such documents.
Written requests for such copies should be directed to Larry Dennedy,
Mackenzie Partners, 156 Fifth Avenue, New York, New York 10010, Telephone:
(212) 929-5239, Facsimile: (212) 929-0061.
OTHER MATTERS
The Board of Directors knows of no business to be brought before the
Meeting other than as set forth above. If, however, any other matters
properly come before the Meeting, it is the intention of the person's named in
the enclosed proxy form to vote such proxies on such matters in accordance
with their best judgment.
Whether or not you expect to present at the meeting, please sign and
return the enclosed proxy promptly. Your vote is important. If you wish to
attend the meeting and wish to vote in person, you may withdraw your proxy.
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
By:
------------------------------------
Oliver L. North, Secretary
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
Votes MUST be Indicated CARD PROMPTLY USING THE ENCLOSED ENVELOPE
(X) In Black or Blue ink. [_]
-------------------------------------------------------------------
Form of Proxy for Common Stock
of Guardian Technologies International, Inc.
-------------------------------------------------------------------
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, or either of them, with full power of substitution, the true
and lawful attorney and proxy of the undersigned, to attend the Special
Meeting of the Shareholders of GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. to be
held at the offices of the company at 11 Sundial Circle, Suite #17, Carefree,
Arizona, on June 13, 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: Approve the issuance of 300,000 shares of Guardian Common
Stock and 3,600,000 Common Stock Purchase Warrants to
private investors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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
proposal 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.
