<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
___X_____ Definitive Additional Materials
_________ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
------------------------------------------------------------------
(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.
____________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on February 16, 2001
____________________________________
To the Stockholders of Guardian Technologies International, Inc.:
YOU ARE HEREBY NOTIFIED that an annual meeting of stockholders of
Guardian Technologies International, Inc. ("Guardian"), will be held at 11
Sundial Circle, Suite 17, Carefree, Arizona 85377 at 10:00 o'clock a.m. local
time, on February 16, 2001 at for the purpose of considering and voting upon
the following:
_____ To elect five (5) Directors to serve until the next Annual Meeting
of Shareholders or until their successors have been duly elected and
qualified.
_____ To approve a Reverse Split of our outstanding securities of up to
one-for-five (1-for-5) subject to the discretion of our Board of
Directors
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.
Information relating to the matters is 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 December 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 Annual Meeting - Proxies." Returning your
proxy card without indicating how you want to vote will have the same effect
as a vote FOR the election of the slate of five (5) directors.
Our principal executive offices are located at 11 Sundial Circle, Suite
17, Carefree, Arizona 85377. If you have any questions about this Notice or
the proposal, please call J. Andrew Moorer at (480) 575-6972.
By Order of the Board of Directors
_____________________________________
Carefree, Arizona Oliver L. North, Secretary
January 17, 2001
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.
11 Sundial Circle, #17
Carefree, Arizona 85377
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished to the shareholders of Guardian
Technologies International, Inc. (respectively, the "Guardian Shareholders"
and "Guardian" or the "Company") in connection with the solicitation by
Guardian of proxies to be used at the Annual Meeting of Guardian Shareholders
on February 16, 2001 (the "Annual Meeting"), at the time, place and for the
purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders, and at any adjournment thereof. When the accompanying proxy is
properly executed and returned, the shares of common stock it represents will
be voted at the Annual Meeting, and where a choice has been specified on a
proxy, will be voted in accordance with such specification. If no choice is
specified on a proxy, the shares it represents will be voted FOR Proposal No.
1, FOR the adoption and approval of a reverse split of up to one-for-five (1-
for-5) of the issued and outstanding shares of our common and issued and
outstanding options, warrants and other rights convertible into shares of our
common stock, at the discretion of our Board of Directors to be implemented in
the future as and when determined by our Board of Directors, and according to
the judgment of the persons named in the enclosed proxies as to any other
action which may properly come before the Annual Meeting or any adjournment
thereof.
In the event the Annual 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 Annual Meeting. At the adjourned
meeting, any business may be transacted which might have been transacted at
the original Annual Meeting.
ANY PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY WRITTEN NOTICE
MAILED OR DELIVERED TO THE SECRETARY, BY RECEIPT OF A PROXY PROPERLY SIGNED
AND DATED SUBSEQUENT TO AN EARLIER PROXY, AND BY REVOCATION OF A WRITTEN PROXY
BY REQUEST IN PERSON AT THE ANNUAL MEETING OF SHAREHOLDERS. IF NOT SO
REVOKED, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH
THE INSTRUCTIONS ON THE PROXY FORM.
This Statement is being mailed on or about January 17, 2001, to
Guardian Shareholders eligible to vote at the Annual Meeting. Concurrently
with the mailing of this Statement, Guardian is furnishing to its shareholders
Guardian's Annual Report for its fiscal year ended December 31, 1999.
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 Shareholders 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. As of
the date of this mailing, however, Guardian has not made any contracts or
arrangements for such solicitations, hence they cannot identify any parties or
estimate the cost of such solicitation.
Only Guardian Shareholders of record as of the close of business on
December 27, 2000 (the "Record Date"), will be entitled to vote at the Annual
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 Annual Meeting. When a quorum is present, the
vote by a plurality of the shares represented at the Meeting shall decide the
election of directors. As of the Record Date, Guardian had outstanding
3,973,462 shares of common stock, with each share being entitled to one
vote.
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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 ANNUAL 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 January 17,
2001.
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 February 16, 2001, at 10:00 am, local time.
Matters to be Considered
The purpose of the Meeting is to consider and vote upon the election of
five (5) directors to serve until the next Annual Meeting of Stockholders.
At the Meeting, our shareholders will also be asked to consider and vote
upon a reverse split of our outstanding securities of up to one-for-five (1-
for-5), at the discretion of our Board of Directors.
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 December 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 74
shareholders of record of Guardian common stock and 3,973,462 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 are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Broker non-
voters will not be considered present at the meeting for purpose of
determining a quorum.
Required Vote
Directors shall be elected by a plurality of the votes of the shares
present at the meeting either in person or represented by proxy and entitled
to vote on the election of directors. On all other matters presented to a
vote of the shareholders at the Meeting, a Proposal will be deemed ratified
and adopted if it receives more votes in favor of such proposal than are cast
against such Proposal. Abstentions will have the legal effect of a withheld
vote in the election of Directors; abstentions will have the legal effect of a
vote against a Proposal on all other matters. With respect to a broker non-
vote on the Proposal, such shares will not be considered present at the
Meeting, and will not be counted in the voting with respect to such matter.
The officers and directors of Guardian have indicated that they intend to
vote their shares FOR each director. These individuals own shares
representing a total of 643,980 shares, or approximately 22% 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 proxyholder 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 Annual 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.
Solicitation of Proxies; Expenses
The costs of filing and printing this Proxy Statement and the materials
used in this solicitation will be borne by Guardian. In addition to
solicitation by mail, the directors, officers, and employees of Guardian may
solicit proxies from shareholders by telephone or in person. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation material to Guardian shareholders.
Guardian may reimburse these custodians, nominees, and fiduciaries for their
reasonable out-of-pocket expenses
incurred.
YOU SHOULD NOT SEND STOCK CERTIFICATES WITH YOUR PROXY CARD.
<PAGE>
<PAGE>
SUMMARY OF PROPOSAL TO BE DECIDED AT THE ANNUAL MEETING
The Following summary only highlights selected information from this
document and may not contain all of the information that is important to you.
To understand the Proposal fully, you should carefully read this entire
document.
1. PROPOSAL NO. 1 - ELECTION OF DIRECTORS
a. Nominees:
--------
In the absence of contrary instructions, the persons named in the
accompanying form of Proxy intend to vote all proxies FOR the election of the
following nominees:
(1) Oliver L. North
(2) J. Andrew Moorer
(3) Herbert M. Jacobi
(4) Kevin L. Houtz
(5) David W. Stevens
Each of the nominees is currently a director of the Company.
b. Recommendations to Shareholders:
-------------------------------
The Guardian Board of Directors believes that the election of each
of the above named nominees is in the best interest of the Guardian
Shareholders, and unanimously recommends a vote FOR Proposal No. 1.
c. Votes Required:
--------------
Directors shall be elected by a plurality of the votes present at
the meeting either in person or by proxy and entitled to vote on the election
of directors.
<PAGE>
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The Guardian Board of Directors has voted to nominate five (5) Directors
for election to hold office until the next Annual Meeting of Shareholders and
until their successors are elected and qualified. Each of the following
nominees has consented to be nominated to serve as a Director of the Company.
Messrs. North, Moorer, Jacobi, Houtz and Stevens are currently Directors of
the Company.
The Company's Articles of Incorporation expressly prohibit cumulative
voting. Therefore, the holders of a majority of the Company's shares could
elect all of the Directors. It is expected that the proxies received by the
Directors' nominees will be voted, except to the extent that authority is
withheld on any proxy as to all or one or more individuals, to elect as
Directors the following nominees, whose principal occupations during the past
five (5) years, directorships and certain other affiliations and information
are set forth below:
1. Information Concerning Nominees
-------------------------------
<TABLE>
<CAPTION>
Name Age Position Director/Officer Since
---- --- -------- -----------------------
<S> <C> <C> <C> <C>
Oliver L. North 57 Chairman of the Board 1989
and Secretary
J. Andrew Moorer 38 President 1999
and Chief Executive
Officer, Director
Herbert M. Jacobi 60 Director 1997
Kevin L. Houtz 38 Director 1999
David W. Stevens 64 Director 1999
</TABLE>
OLIVER L. NORTH. Mr. North has served as Chairman of the Board,
President and Secretary of the Company 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 received 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. Mr. Moorer has been our President and Chief Executive
Officer since February 1999. Mr. Moorer was named Chief Operating Officer of
the Company in l998. He was Chief Financial Officer of Redwood MicroCap Fund
from 1994 until 1998. Mr. Moorer 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 l987, 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. Mr. Jacobi has been an attorney in private practice
in New York, NY since 1967. Mr. Jacobi received a B.A. from Columbia College
in 1960 and a J.D. from Columbia Law School in 1963. Mr. Jacobi has lectured
at the Oil and Gas Institute in securities law.
KEVIN L. HOUTZ. Mr. Houtz is the founder of Elements of Design, a full
service graphic design firm located in Baltimore, Maryland. The firm, which
specializes 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. Mr. Stevens has been the Chief Operations Officer of
Hargrove, Inc., a company specializing in exhibits and special events, for
more than the past five years. He 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.
Each Director will be elected to serve until the next Annual Meeting of
Shareholders in 2002 or until a successor is duly elected and qualified.
No family relationship exists between any director or executive officer.
There are no material proceedings to which any director, officer or
affiliate of the Company, any owner of record or beneficially of more than
five percent (5%) of any class of voting securities of the Company, or any
associate of any such director, officer, affiliate of the Company, or security
holder is a party adverse to the Company or any of its subsidiaries or has a
material interest adverse to the Company or any of its subsidiaries.
Except as set forth above, during the last five (5) years no director or
officer of the Company has:
a. had any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that
time;
b. been convicted in a criminal proceeding or subject to a pending
criminal proceeding;
c. been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
d. been found by a court of competent jurisdiction in a civil action,
the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.
Any transactions between the Company and its officers, directors,
principal shareholders, or other affiliates have been and will be on terms no
less favorable to the Company than the Board of Directors believes could be
obtained from unaffiliated third parties on an arms-length basis and will be
approved by a majority of the Company's independent, outside disinterested
directors.
2. Meetings and Committees of the Board of Directors
-------------------------------------------------
a. Meetings of the Board of Directors
During the fiscal year ended December 31, 1999, 24 meetings of the Board
of Directors were held, including regularly scheduled and special meetings.
All incumbent Board members attended 100% of the Board meetings. Outside
Directors were reimbursed their expenses associated with attendance at such
meetings or otherwise incurred in connection with the discharge of their
duties as a Director. Directors received a grant of 20,000 shares of common
stock for their services during 1999.
b. Committees
During 1999, the Company had standing Audit and Compensation Committees
of the Board of Directors.
During fiscal 1999, the members of the Audit Committee were Kevin L.
Houtz, Herbert M. Jacobi and David W. Stevens. No member of the Audit
Committee receives any additional compensation for his service as a member of
that Committee. During 1999, the Audit Committee held no formal meetings.
The Audit Committee is responsible for providing assurance that financial
disclosures made by Management reasonably portray the Company's financial
condition, results of operations, plan and long-term commitments. To
accomplish this, the Audit Committee oversees the external audit coverage,
including the annual nomination of the independent public accountants, reviews
accounting policies and policy decisions, reviews the financial statements,
including interim financial statements and annual financial statements,
together with auditor's opinions, inquires about the existence and substance
of any significant accounting accruals, reserves or estimates made by
Management, reviews with Management the Management's Discussion and Analysis
section of the Annual Report, reviews the letter of Management Representations
given to the independent public accountants, meets privately with the
independent public accountants to discuss all pertinent matters, and reports
regularly to the Board of Directors regarding its activities.
During fiscal 1999, the members of the Compensation Committee were Kevin
L. Houtz, Oliver L. North and David W. Stevens. No member of the Compensation
Committee receives any additional compensation for his service as a member of
that Committee. During 1999, the Compensation Committee held no formal
meetings. The Compensation Committee is responsible for reviewing pertinent
data and making recommendations with respect to compensation standards for the
executive officers, including the President and Chief Executive Officer,
establishing guidelines and making recommendations for the implementation of
Management incentive compensation plans, reviewing the performance of the
President and CEO, establishing guidelines and standards for the grant of
incentive stock options to key employees under the Company's Incentive Stock
Option Plan, and reporting regularly to the Board of Directors with respect to
its recommendations.
Any transactions between the Company and its officers, directors,
principal shareholders, or other affiliates have been and will be on terms no
less favorable to the Company than could be obtained from unaffiliated third
parties on an arms-length basis and will be approved by a majority of the
Company's independent, outside disinterested directors.
3. Remuneration and Executive Compensation
---------------------------------------
The following tables and discussion set forth information with respect to
all plan and non-plan compensation awarded to, earned by or paid to the Chief
Executive Officer ("CEO"), and the Company's four (4) most highly compensated
executive officers other than the CEO, for all services rendered in all
capacities to the Company and its subsidiaries for each of the Company's last
three (3) completed fiscal years; provided, however, that no disclosure has
been made for any executive officer, other than the CEO, whose total annual
salary and bonus does not exceed $100,000.
<PAGE>
<TABLE>
TABLE 1
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
----------------------------------
Annual Compensation(1) Awards Payouts
-------------------------- --------------- -------
Other All
Annual Restricted Other
Name and Compen- Stock LTIP Compen-
Principal Year Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($)(2) ($) SARs ($) ($)
--------------- ------- -------- ----- --------- ----------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Oliver L. North,
Chairman and Secretary 1999 -0- -0- $55,000 100,000 -0- -0- -0-
J. Andrew Moorer,
President and Chief
Executive Officer 1999 $82,500 $12,175 -0- -0- 100,000 -0- -0-
</TABLE>
(1) The above table reflects salary expenses as recorded on the Company's
financial statements in accordance with generally accepted accounting
principles. As such, the amounts may differ from the base salary rates discussed
below.
<TABLE>
TABLE 2
OPTION/SAR GRANTS FOR LAST
FISCAL YEAR - INDIVIDUAL GRANTS
<CAPTION>
% of Total
Options/SARs
Granted to Exercisable or
Options/SARs Employees in Base Price
Name Granted (#) Fiscal Year ($/Sh) Expiration Date
--------------------------- ------------ ------------- ---------------
<S> <C> <C> <C> <C>
J. Andrew Moorer 100,000 100% $.70 February 2007
</TABLE>
<TABLE>
<CAPTION>
TABLE 3
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End($) (1)
Shares Acquired Value Realized Exercisable Exercisable/
Name on Exercise (#) ($) (Unexercisable) Unexercisable
---------------- --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Oliver L. North, -0- -0- 110,000 -0-
Chairman and
Secretary
J. Andrew Moorer, -0- -0- 140,000 $30,000
President and
Chief Executive
Officer
________________________
</TABLE>
<PAGE>
(1) The above table reflects salary expenses as recorded on the Company's
financial statements in accordance with generally accepted accounting
principles. As such, the amounts may differ from the base salary rates
discussed below.
3. Compliance With Section 16(a) of the Exchange Act:
-------------------------------------------------
Under the Securities Laws of the United States, the Company's Directors,
its Executive (and certain other) Officers, and any persons holding more than
ten percent (10%) of the Company's common stock are required to report their
ownership of the Company's common stock and any changes in that ownership to
the Securities and Exchange Commission and the NASDAQ stock market. Specific
due dates for these reports have been established and the Company is required
to report in this Proxy Statement any failure to file by these dates during
1998 and 1999. All of these filing requirements were satisfied by the
Company's Officers and Directors and ten percent holders. In making these
statements, the Company has relied on the written representations of its
Directors and Officers or copies of the reports that they have filed with
the Commission.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE NOMINEES AS DIRECTORS
<PAGE>
<PAGE>
PROPOSAL NO. 2:
REVERSE STOCK SPLIT
4. Reverse Stock Split
-------------------
Mechanics of Reverse Stock Split.
--------------------------------
We are seeking your authorization to undertake, at our discretion in the
future, up to a one-for-five (1-for-5) Reverse Split of our outstanding shares
of Common Stock and outstanding options, warrants and other rights convertible
into shares of Common Stock. We request your approval to effect a Reverse
Split of our securities at such time in the future as we may determine, in our
sole discretion, to be in the best interest of the Company and its
Shareholders. Once implemented, the Reverse Split would result in each holder
of our Common Stock on the Record Date owning fewer shares of Common Stock than
they owned immediately before the Reverse Split, and outstanding options,
warrants, and other convertible rights will become exercisable to purchase a
fewer number of shares of Common Stock at an exercise price per share
increased by the factor of the reverse split. Fractional shares, options and
warrants will be rounded up to the nearest whole.
If our Shareholders approve the Reverse Split as currently described, we
will be authorized to implement the Reverse Split within the foregoing
parameters if we chose to do so at any time and until such time as the
authorization is revoked by a majority vote of our Shareholders at a future
regular or special meeting of the Company's Shareholders. If and when
implemented, we will cause our stock transfer agent to provide each
Shareholder of record written notice of such implementation together with a
description of the effect thereof.
The Reverse Stock Split will not affect in any manner the rights and
preferences of our shareholders. There will be no change in the voting
rights, right to participate in stock or cash dividends, or rights upon the
liquidation or dissolution of the Company of holders of Common Stock; nor will
the Reverse Split affect in any manner the ability of our Shareholders to sell
under Rule 144 or otherwise engage in market transactions in accordance with
federal and state securities laws.
The Reverse Stock Split will also result in an automatic adjustment of
any and all outstanding options, warrants and other rights exercisable or
convertible into shares of our Common Stock. The adjustment will consist of
an increase in the exercise price or conversion value per share by the factor
of the Reverse Split and the number of shares issuable upon exercise or
conversion will be reduced by the same factor. For example, if we implement a
one-for-two (1-for-2) Reverse Split, an option, warrant or other right
exercisable or convertible into 1,000 shares of our Common Stock at an
exercise price or conversion value of $1.00 per share immediately before
implementation of the Reverse Split would be exercisable or convertible into
500 shares of our Common Stock at an exercise price or conversion value of
$2.00 per share immediately after implementation of the Reverse Split. All
other relative rights and preferences of holders of outstanding options,
warrants and other rights convertible or exercisable into shares of our common
stock shall remain unchanged.
Reasons for Reverse Stock Split.
-------------------------------
We believe that approval of the Reverse Split is in the best interest of
the Company and its shareholders for several reasons. First, as our Common
Stock is listed on the NASDAQ SmallCap Market ("NASDAQ"), we must qualify for
continued listing on NASDAQ under the NASDAQ maintenance criteria. The NASDAQ
maintenance criteria include, among other things, the requirement that our
Common Stock maintain a minimum bid price of $1.00 per share, and the
requirement that the market value of our public float be at least $1,000,000.
As of the date of this Proxy Statement we do not satisfy either of these
criteria. As a result, it may be necessary to implement a reverse split of
our Common Stock in order to meet the NASDAQ maintenance criteria and to
ensure that our Common Stock will continue to qualify for listing on NASDAQ.
Additionally, we believe that a Reverse Split, which will result in a
higher per share trading price of our Common Stock, will enable us to attract
additional interest in our Common Stock from the investment community, and
particularly market-makers. Numerous broker-dealers and investment bankers
require that a company's common stock have a minimum public trading price
before those broker-dealers or investment bankers will agree to make a market
in that security. As a result, we believe that the Reverse Split has the
potential of improving the liquidity of the public market for our Common
Stock.
Votes Required.
--------------
Approval and adoption of the Reverse Split and amendment to the Articles
of Incorporation will require the affirmative vote of a majority of the shares
entitled to vote at the Meeting.
Management Recommendation.
-------------------------
OUR BOARD OF DIRECTORS HAS CONCLUDED THAT THE PROPOSED REVERSE STOCK
SPLIT AND AMENDMENT TO OUR ARTICLES OF INCORPORATION ARE IN THE BEST INTEREST
OF THE COMPANY'S SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
APPROVE THIS PROPOSAL AT THE MEETING.
<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 December
31, 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 Name and Address Amount and Nature Percent of
of Class of Beneficial Owner of Beneficial Ownership(1) Class(2)
---------- ------------------- --------------------------- ----------
<S> <C> <C> <C>
Common J. Andrew Moorer 420,000 (3) 11.0%
Stock P.O. Box 3618
Carefree, AZ 85377
Common Oliver L. North 229,980 6.4%
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 284,000 (4) 7.6%
Stock 3000 Chestnut Ave.,
Ste. 343D
Baltimore, MD 21211
Common David W. Stevens 46,000 (5) 1.3%
Stock 312 Greenwood Point Rd.
Grasonville, MD 21638
All Officers and Directors as 999,980 25.3%
a Group (5 Persons) (6)
_____________________________________
</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 3,973,462 shares outstanding on
December 31, 2000.
(3) Includes 200,000 shares purchasable upon exercise of options.
(4) Includes 120,000 shares purchasable upon exercise of warrants.
(5) Includes 24,000 shares purchasable upon exercise of warrants.
(6) Includes Messrs. Moorer, North, Jacobi, Houtz and Stevens.
5. Certain Relationships and Related Transactions
----------------------------------------------
On April 1, 2000, J. Andrew Moorer, President and Chief Executive Officer
of the Company, exercised options to purchase 40,000 shares of the Company's
common stock at an exercise price of $1.25 per share. The exercise price was
paid by Mr. Moorer issuing to the Company his promissory note in the amount of
$50,000. The interest rate on the promissory note was eight percent (8%) per
annum, which was due in one year. Mr. Moorer repaid the promissory note on
September 29, 2000.
In February 1999, J. Andrew Moorer and Oliver L. North entered into an
agreement whereby Moorer was granted an option to acquire, from North,
100,0000 shares of common stock of the Company at an exercise price of $1.75
per share for a period of six (6) months and 57,990 shares of common stock at
an exercise price of $5.00 for a period of one (1) year. During 1999 Moorer
exercised the option to purchase 100,000 shares of common stock from North for
$175,000. As of the date of this filing, the remaining 57,990 shares under
option expired unexercised.
During 1999, the Company paid $55,000 in cash and issued 75,006 shares of
common stock valued at $51,087 to Mr. North for consulting services.
The Company issued to TAIM Special Equities III 133,334 shares of common
stock for $100,000. TAIM owns 50% of Structural.
During 1999 the Company loaned $85,000 to TAIM. The interest rate is 9%,
with interest due monthly with principal due December 31, 2000. The note is
collateralized by 10% of TAIM's common stock ownership of Structural and
consulting fee payments of $12,500 per month made to TAIM by Structural. The
note was paid in full in January 2001.
During 1999 the Company issued to Redwood MicroCap Fund, Inc. 66,666
shares of common stock valued at $50,000 for serviced provided in connection
with the acquisition of Structural. Mr. Moorer was a director of Redwood.
During 1999 the Company paid $50,000 to Redwood for financial advisory
services.
In January 2000 we issued 20,000 shares of common stock to each of our
five directors as compensation to them for their services as directors in
1999. The shares were valued at $.98 per share.
In January 2000 we sold in private offering 150,000 units, each
consisting of two shares of common stock and 24 warrants. The units were
priced at $1.50, so that the total proceeds from the offering were
$225,000. The common stock component of the units and the common stock into
which the warrants are exercisable are the shares being sold in this
offering. Two of our directors, Messrs. Houtz and Stevens purchased 10,000
units and 2,000 units, respectively, in this offering.
We issued 194,000 options in 1999. 100,000 of those options were
issued to Mr. Moorer. The options to Mr. Moorer have an exercise price of
$.705 per share and expire in 2006. We issued an additional 100,000 options
to Mr. Moorer in January 2000 that are exercisable at $1.00 per share and
expire in 2007.
On April 1, 2000, Mr. Moorer exercised 40,000 options to purchase
common stock at $1.25 per share by issuing a note payable to us. The
interest rate on the note is 8%. The note has been repaid.
While we have not formally adopted any policy controlling transactions
with our affiliates and principal shareholders, in each instance we believe
that the terms of these arrangements are commercially reasonable. All
transactions between the company, on the one hand, and one of our officers
and directors, on the other, have been approved by a majority of our
disinterested directors.
<PAGE>
<PAGE>
OTHER MATTERS
The Board of Directors knows of no business to be brought before the
Annual Meeting other than as set forth above. If, however, any other matters
properly come before the Annual 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
Shareholder Proposals For The 2001 Annual Meeting
If any shareholder wishes to present a proposal for inclusion in the
proxy materials to be mailed by the Company with respect to the 2001 Annual
Meeting of Shareholders, the proposal must be presented to the Company's
management prior to March 31, 2001, along with proof of common stock ownership
in the Company.
<PAGE>
<PAGE>
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE COMPANY
The undersigned hereby constitutes and appoints J. Andrew Moorer or
____________________________ (SEE NOTE BELOW) or either of them acting in the
absence of the other, with full power of substitution the true and lawful
attorneys or attorney and proxies of the undersigned to attend the Annual
Meeting of the Shareholders of Guardian Technologies International, Inc (the
"Company") to be held at the principal offices of the Company, 11 Sundial
Circle, Suite 17, Carefree, Arizona 85377 on February 16, 2001 at 10:00
o'clock a.m. local time, or any adjournment or adjournments thereof, and
vote all the shares of the Company standing in the name of the undersigned
with all the powers the undersigned would possess if present at said
meeting.
(1) FOR ________________ WITHHOLD AUTHORITY _____________
To elect all of the nominees listed below:
Oliver L. North, J. Andrew Moorer, Herbert M. Jacobi, Kevin L. Houtz
and David W. Stevens
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name below)
(2) FOR __________ AGAINST __________ ABSTAIN ___________
To approve a Reverse Split of our outstanding securities of up
to one-for-five (1-for-5), subject to the discretion of the
the Board of Directors.
_____________________________________________
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1 AND IN THE
DISCRETION OF THE PERSON HOLDING THE PROXY FOR ANY OTHER BUSINESS.
(NOTE: Should you desire to appoint a proxy other than the management
designees named above, strike out the names of management designees and insert
the name of your proxy in the space provided above. Should you do this, give
this proxy card to the person you appoint instead of returning the proxy card
to the Company.)
(PLEASE DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.)
Receipt is acknowledged of Notice of Annual Meeting and Proxy Statement for
the meeting.
Date:_____________________________, 2001
_____________________________________
Name (please type or print)
_____________________________________
Signature
_____________________________________
Signature, if held jointly
Please sign exactly as name appears to the left.
When shares are held by joint tenants, both
should sign. When signing as executor,
administrator, attorney, trustee, or guardian,
please give full title as such. If a
corporation, please sign in full corporation
name by President or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
