SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[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 240.14a-11(c) or 240.14a-12
DYNAMIC ASSOCIATES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee Paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
DYNAMIC ASSOCIATES, INC.
7373 North Scottsdale Road, Suite B-150
Phoenix, Arizona 85251
NOTICE AND PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 31, 1996
To the Shareholders of Dynamic Associates, Inc.:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders (the
"Annual Meeting") of Dynamic Associates, Inc., a Nevada corporation (the
"Company"), will be held at 7373 North Scottsdale Road, Suite B-150, Phoenix,
Arizona, 85251 on the 31st day of July, 1996, at 10:00 a.m. (Pacific Time) for
the following purpose:
1. To increase the size of the Board of Directors from the currently
authorized three member Board to seven members;
2. To elect three directors to the Board of Directors to serve for a one
year term;
3. To increase the authorized number of common stock shares to 100,000,000;
4. To transact any and all other business that may properly come before the
Meeting or any Adjournment(s) thereof.
The Board of Directors has fixed the close of business on June 17, 1996 as
the record date (the "Record Date") for the determinationof shareholders
entitled to notice of and to vote at such meeting or any adjournment(s) thereof.
Only shareholders of the Company's Common Stock of record at the close of
business on the Record Date are entitled to notice of and to vote at the Annual
Meeting. Shares can be voted at the Annual Meeting only if the holder is present
or represented by proxy. The stock transfer books will not be closed. A copy of
the Company's 1995 Annual Report to Shareholders, in the form of the 10-K filed
with the Securities and Exchange Commission, which includes audited financial
statements, is enclosed. A list of shareholders entitled to vote at the Annual
Meeting will be available for examination at the offices of the Company for ten
(10) days prior to the Annual Meeting.
You are cordially invited to attend the Annual Meeting; whether or not you
expect to attend the meeting in person, however, you are urged to mark, sign,
date, and mail the enclosed form of proxy promptly so that your shares of stock
may be represented and voted in accordance with your wishes and in order that
the presence of a quorum may be assured at the meeting. Your proxy will be
returned to you if you should be present at the Annual Meeting and should
request its return in the manner provided for revocation of proxies on the
initial page of the enclosed proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
---------------------------------------
Logan Anderson, Secretary and Director
Phoenix, Arizona, July 5, 1996
<PAGE>
YOUR VOTE IS IMPORTANT
DYNAMIC ASSOCIATES, INC.
7373 North Scottsdale Road, Suite B-150
Phoenix, Arizona 85251
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 31, 1996
---------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
Dynamic Associates, Inc., a Nevada corporation (the "Company"), to be voted at
the 1996 Annual Meeting of Shareholders of the Company (the "Annual Meeting") to
be held on July 31, 1996 at the time and place and for the purposes set forth in
the accompanying Notice of Annual Shareholders (the "Notice") and at any
adjournment(s) thereof. When proxies in the accompanying form are properly
executed and received, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions noted thereon; if no direction
is indicated, such shares will be voted for the election of directors and in
favor of the other proposals set forth in the Notice.
The executive offices of the Company are located at, and the mailing
address of the Company is 7373 North Scottsdale Road, Suite B-150, Scottsdale,
Arizona, 85251.
Management does not intend to present any business at the Annual Meeting
for a vote other than the matters set forth in the Notice and has no information
that others will do so. If other matters requiring a vote of the shareholders
properly come before the Annual Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the shares represented by the
proxies held by them in accordance with their judgment on such matters.
This proxy statement (the "Proxy Statement") and accompanying proxy are
being mailed on or about June 27, 1996. The Company's Annual Report on Form 10-K
(the "1995 Form 10-K"), which serves as the Annual Report to Shareholders,
covering the Company's fiscal year ended December 31, 1995, is enclosed
herewith, and certain parts thereof are incorporated herein by reference. See
"Incorporation by Reference."
Any shareholder of the Company giving a proxy has the unconditional right
to revoke his proxy at any time prior to the voting thereof either in person at
the Annual Meeting, by delivering a duly executed proxy bearing a later date or
by giving written notice of revocation to the Company addressed to Jan Wallace,
President and Chairman of the Board, Dynamic Associates, Inc., 7373 North
Scottsdale Road, Suite B-150, Scottsdale, Arizona, 85251; no such revocation
shall be effective, however, until such notice of revocation has been received
by the Company at or prior to the Annual Meeting.
In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for
out-of-pocket expenses. Brokerage houses and other custodians, nominees,and
fiduciaries will, in connection with shares of the Company's common stock,
$0.001 par value per share (the "Common Stock"), registered in their names, be
requested to forward solicitation material to the beneficial owners of such
shares of Common Stock.
The cost of preparing, printing, assembling, and mailing the Annual Report,
the Notice, this Proxy Statement, and the enclosed form of proxy, as well as the
cost of forwarding solicitation materials to the beneficial owners of shares of
Common Stock and other costs of solicitation, are to be borne by the Company.
<PAGE>
QUORUM AND VOTING
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on June 17, 1996
(the "Record Date"). On the Record Date, there were 8, 372,500 shares of Common
Stock issued and outstanding.
Each shareholder of Common Stock is entitled to one vote on all matters to
be acted upon at the Annual Meeting and neither the Company's Articles of
Incorporation (the "Nevada Articles of Incorporation") nor its Bylaws (the
"Nevada Bylaws") allow for cumulative voting rights. The presence, in person or
by proxy, of the holders of a majority of the issued and outstanding Common
Stock entitled to vote at the meeting is necessary to constitute a quorum to
transact business. If a quorum is not present or represented at the Annual
Meeting, the shareholders entitled to vote thereat, present in person or by
proxy, may adjourn the Annual Meeting from time to time wthout notice or other
announcement until a quorum is present or represented. Assuming the presence of
a quorum, the affirmative vote of the holders of a plurality of the shares of
Common Stock voting at the meeting is required for the election of each of the
nominees for director, and the affirmative vote of the holders of a majority of
the shares of Common Stock voting at the meeting is required for approval of the
increase in the total Common Stock.
Abstentions and broker non-votes will be counted for purposes of
determining a quorum, but will not be counted as voting for purposes of
determining whether a proposal has received the necessary number of votes for
approval of the proposal.
<PAGE>
SUMMARY
The following is a brief summary of certain information contained elsewhere
in this Proxy Statement. This summary is not intended to be complete and is
qualified in all respects by reference to the detailed information appearing
elsewhere in this proxy statement and the exhibits hereto.
The Meeting
Date, Time and Place of the Annual Meeting
The Annual Meeting of Dynamic Associates, Inc. is scheduled to be held on
July 31, 1996, at 10:00 a.m. in the Company's corporate offices at 7373 North
Scottsdale Road, Suite B-150, Scottsdale, Arizona, 85251. See "Solicitation and
Revocability of Proxies."
Record Date
Only holders of record of shares of Common Stock at the close of business
on June 17, 1996 are entitled to receive notice of and to vote at the Annual
Meeting.
Vote Required
Assuming the presence of a quorum at the Annual Meeting , (i) the
affirmative vote of the holders of a plurality of the shares of Common Stock
represented and voting at the Annual Meeting is required for (i) the election of
each nominee for director of the Company, (ii) the affirmative vote of the
holders of a majority of the shares of Common Stock represented and voting at
the Annual Meeting is required for the approval of the increase of the Company's
total Common Stock.
Accountants
Smith & Company, 10 West 100 South, Suite Number 700, Salt Lake City, Utah,
84101, have been selected by the Company to act as the principal accountant for
the current year and for 1997. Smith & Company have been the accountants for the
Company for five years and no change of accountants has occurred since that time
and none is contemplated. It is not expected that the representatives of Smith &
Company will attend the annual shareholders' meeting and will not be available
to answer questions from the shareholders.
Recommendations
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
COMPANY'S SHAREHOLDERS VOTE FOR AN INCREASE IN THE SIZE OF THE BOARD OF
DIRECTORS ("PROPOSAL 1"),VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR ("PROPOSAL
2") AND TO VOTE FOR THE INCREASE IN THE AUTHORIZED NUMBER OF COMMON STOCK SHARES
TO 100,000,000 ("PROPOSAL 3").
<PAGE>
THE COMPANY
1. Background
Dynamic Associates, Inc. was formed as a Nevada corporation July 20, 1989
to provide vehicles for future business development. The company was founded
with three principal shareholders: Capital General Corporation, David R. Yeaman
and Krista Castleton. During the period from on or about January 1986 and
continuing through 1991, Yeaman, and individuals associated with Yeaman,
incorporated as many as 92 subsidiary corporations of Capital General in Utah
and Nevada, along with Dynamic Associates, Inc. Beginning in April 1986 and
continuing through at least May 1991, Yeaman caused Capital General to
distribute without registration in violation of Section 5(a) and (c) of the
Securities Act, 100 shares each of at least 69 issuers controlled by Yeaman and
Capital General to between approximately 275 to 900 persons throughout the
United States, ostensibly as gifts. In all instances, the gifted stock
certificates failed to reflect any restrictive legends.
The current management of the Company acquired controlling interest in
Dynamic Associates, Inc. with the intent of acquiring a viable business. Jan
Wallace is the current President and also a Director, along with David Hunter as
Secretary and Director. Management determined that it had expertise in the
medical field and, during discussions with Microthermia Technology, Inc., an
agreement was entered providing for the funding of a newly established company
to provide for the treatment of certain urinary and vascular conditions.
Subsequent to the registration offer, control of the Company was purchased
by Harry Moll, David Hunter and Jan Wallace. Dynamic has maintained all filings
with the Securities and Exchange Commission as required under Section 13 and
15(d) of the Securities Act of 1934 and will continue to do so. The Company
intends to fund the Agreement with Microthermia Technology, Inc. and to continue
to develop the process for treatment in the United States.
2. Security Ownership of Management and Principal Shareholders
The following table sets forth information regarding the beneficial
ownership of Common Stock as of the Record Date by each person or group who
owned, to the Company's knowledge, more than five percent of the Common Stock,
each of the Company's directors, the Company's Chief Executive Officer, and all
of the Company's directors and executive officers as a group.
Name of Beneficial Owner Amount of Ownership (1) Percent of Class
Torbay Company 1,600,000 19%
Harry C. Moll 1,500,000 18%
Josephthal Lyon 700,000 8%
Logan Anderson 600,000 7%
Jan Wallace 525,000 6%
Mitsui Securities Corp. 525,000 6%
Other Shares 2,922,500 36%
All Executive Officers
/Directors as a Group 1,125,000 13%
(1) Except as noted, the listed individuals have sole investment power and
sole voting power as to all shares of stock of which they are identified as
being beneficial owners.
3. Voting Intentions of Certain Beneficial Owners and Management.
To be ratified by the Shareholders, Proposal No. 1, Proposal No. 2, and
Proposal No. 3 each require the affirmative vote of a majority of the Company's
outstanding voting securities. The Company's directors and officers have advised
the Company that they will vote the 1,125,000 shares owned or controlled by them
FOR each of the Proposals in this Proxy Statement. These shares represent 13% of
the outstanding common stock of the Company.
<PAGE>
4. Additional Information.
The Company is subject to the information 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
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W. Washington, D.C. 20549. The Company's
Common Stock is traded through OTC Bulletin Board under the symbol DYAS.
The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Exchange Act are incorporated herein by
reference and made a part hereof:
a. The Company's Annual Report on Form 10-K for the year ended December 31,
1994;
b. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995;
c. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995;
d. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995;
e. The Company's Annual Report on Form 10-K for the year ended December 31,
1995.
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act, after the date of this Proxy Statement, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective date of filing such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Proxy Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Proxy Statement.
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 the Company at 7373 North
Scottsdale Road, Suite B-150, Scottsdale, Arizona, 85251.
5. Director Compensation
Directors of the Company receive no compensation for services as directors.
Non-employee directors are reimbursed for all expenses incident to their Board
service. Jan Wallace, David L. Hunter and Logan Anderson, all of whom are or
were directors, receive payment as officers and employees of the company.
6. Compliance with Section 16(a)
Section 16(a) of the Securities Exchange Act of 1934 as amended (the
"Exchange Act") requires the Company's directors, officers and persons who own
more than 10 percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("the Commission"). Directors, officers and greater than 10
percent beneficial owners are required by applicable regulations to furnish the
Company with copies of all forms they file with the Commission pursuant to
Section 16(a). The Company is not aware of any beneficial owner of more than 10
percent of its registered Common Stock for purposes of Section 16(a).
Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during fiscal 1995 all filing requirements
applicable to its directors and executive officers were satisfied.
<PAGE>
7. Remuneration and Executive Compensation
The following table sets forth for fiscal 1995 compensation awarded or paid
to Ms. Jan Wallace, the Company's President, Mr. David Hunter, the Company's
Director and Mr. Logan Anderson, the Company's Secretary, Treasurer and Director
(collectively, the "named Executive Officers"). Other than as indicated in the
table below, no executive officer of the Company received any annual
compensation in the year ended December 31, 1995.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
Name and Principal Fiscal Other Annual All Other
Position Year Salary Bonus Compensation Options/SARs (#) Compensation
- -------- ---- ------ ----- ------------ ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Jan Wallace (1) 1995 $25,500 -0- -0- -0- -0-
President, Chairman of the 1996 $120,000 -0- -0- 150,000 @ $1.00 -0-
Board and Director
Logan Anderson 1995 $4,000 -0- -0- -0- -0-
Director, Secretary 1996 $120,000 -0- -0- 150,000@ $1.00 -0-
and Treasurer
Herb Capozzi (2) 1996 -0- -0- -0- 100,000 @ $1.00 -0-
Director
David L. Hunter 1995 $45,500 -0- -0- -0- -0-
Director
</TABLE>
(1) Ms. Wallace was elected President, Chief Executive Officer and Director
on September 2, 1995.
(2) Mr. Capozzi was appointed to the Board of Directors on February 1, 1996
as a replacement for David L. Hunter, who resigned that day.
8. Information and Background of Officers and Directors
Jan Wallace, President and Director. Ms. Wallace is currently a Director,
President and Chief Executive Officer of Claire Technologies, Inc. Previously,
Ms. Wallace was Vice President of Active Systems, Inc., a Canadian company
specializing in SGMI software (an ISO standard) in Ottawa, Ontario (Canada).
Prior to that she was President/Owner of Mailhouse Plus, Ltd., an office
equipment distribution company which was sold to its Swiss parent, Ascom
Corporation. She has also been in management with Pitney Bowes, Canada and Bell
Canada, where she received its highest award standings in Sales and Marketing.
Ms. Wallace attended Queens University in Kingston, Ontario and Carleton
University in Ottawa, Ontario, majoring in Political Science with a minor in
Economics.
Herb Capozzi, Director. Mr. Capozzi is currently a Director and the
Co-founder of PLC Systems, Inc., a cardiac revascularization company developing
medical systems and technology which trades on the American Stock Exchange. He
was President and Director of International Potter Distillers, and Director and
Co-founder of the Keg Restaurant chain in Canada. Mr. Capozzi was a partner in
brining McDonald's restaurants to Canada. From 1981 to 1986, Mr. Capozzi was one
of three original Directors of EXPO 86, the 1986 World's Fair in Vancouver,
Canada. Mr. Capozzi was an elected member of Legislative Assembly, Province of
British Columbia, for two terms and Chairman of the Insurance Committee and the
Procedure Committee. He also had an illustrious professional football career
with the New York Giants (NFL), the Calgary Stampeders (CFL) and the Montreal
Alouettes (CFL) and with the B.C. Lions as General Manager for 10 years. Mr.
Capozzi was a principal owner of the soccer organization the Vancouver White
Caps.
Mr. Capozzi received his Bachelor's Degree of Arts for Chemistry and a
Bachelor's Degree of Commerce from the University of British Columbia. He also
received a Bachelor's Degree of Education from the University of Italy.
<PAGE>
Logan Anderson. Director, Secretary and Treasurer. Mr. Anderson is a
graduate of Otago University, New Zealand, with a Bachelor's Degree of Commerce
in Accounting and Economics (1977). He is an Associated Chartered Accountant
(New Zealand) and was employed by Coopers & Lybrand in New Zealand (1977-1980)
and Canada (1980-1982). From 1982 to 1992, Mr. Anderson was Comptroller of
Cohart Management Group, Inc., a management service company which was
responsible for the management of a number of private and public companies. In
1993, Mr. Anderson was an Officer and Director of Centerpoint Equities, Inc.
Since then, Mr. Anderson has been Principal and President of Amteck Financial
Services Corporation, a financial consulting service company. Mr. Anderson is
currently Officer and Director of Claire Technologies, Inc. and has been an
Officer and Director of numerous private and public companies in the past 12
years, including PLC Systems, Inc. (AMEX) and 3D-Systems (NASDAQ).
<PAGE>
PROPOSAL NO. 1:
INCREASE OF SIZE OF BOARD OF DIRECTORS
The Company is currently managed by a Board of Directors composed of three
(3) members. The Company has evolved from a development stage company into an
operating organization requiring additional expertise and management skills. The
current Board of Directors feels that, by increasing the number of members of
the Board of Directors, additional experience and expertise can be brought to
the Company to provide professional management skills to better enhance the
opportunity of the Corporation to become successful in the long term. It is
anticipated that, upon approval of the shareholders to increase the size of the
Board of Directors from the current three members to seven members, persons will
be employed by the Corporation as soon as possible to assist in product
development and acquisition projects that are on-going.
SHAREHOLDERS WILL BE ENTITLED TO VOTE ON EACH OF THESE DIRECTORS AND APPROVAL OF
THIS PROPOSAL WILL NOT IMPACT THE RIGHTS OF THE SHAREHOLDERS. AS PROVIDED IN THE
BYLAWS OF THE CORPORATION, EACH SHAREHOLDER WILL BE PROVIDED WITH ONE VOTE FOR
EACH OF THE DIRECTORS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE INCREASE
IN THE SIZE OF THE BOARD OF DIRECTORS TO SEVEN MEMBERS.
<PAGE>
PROPOSAL NO. 2:
ELECTION OF BOARD MEMBERS
The Bylaws of the Company provide that the number of directors that shall
constitute the whole board shall be not less than three (3). The number of
directors presently comprising the Board of Directors is three (3).
Nominees
Unless otherwise directed in the enclosed proxy, it is the intention of the
persons named in such proxy to nominate and to vote the shares represented by
such proxy for the election of the following named nominees for the office of
director of the Company, to hold office until next annual meeting of the
shareholders or until their respective successors shall have been duly elected
and shall have qualified. Each of the nominees is presently a director of the
Company.
1. Information Concerning Nominees
Name Age Position Director/Officer Since
Jan Wallace 39 President, Director September 2, 1995
Herb Capozzi 71 Director February 1, 1996
Logan Anderson 40 Director, Secretary, December 29, 1995
Treasurer
Jan Wallace, President and Director. Ms. Wallace is currently a Director,
President and Chief Executive Officer of Claire Technologies, Inc. Previously,
Ms. Wallace was Vice President of Active Systems, Inc., a Canadian company
specializing in SGMI software (an ISO standard) in Ottawa, Ontario (Canada).
Prior to that she was President/Owner of Mailhouse Plus, Ltd., an office
equipment distribution company which was sold to its Swiss parent, Ascom
Corporation. She has also been in management with Pitney Bowes, Canada and Bell
Canada, where she received its highest award standings in Sales and Marketing.
Ms. Wallace attended Queens University in Kingston, Ontario and Carleton
University in Ottawa, Ontario, majoring in Political Science with a minor in
Economics.
Herb Capozzi, Director. Mr. Capozzi is currently a Director and the
Co-founder of PLC Systems, Inc., a cardiac revascularization company developing
medical systems and technology which trades on the American Stock Exchange. He
was President and Director of International Potter Distillers, and Director and
Co-founder of the Keg Restaurant chain in Canada. Mr. Capozzi was a partner in
brining McDonald's restaurants to Canada. From 1981 to 1986, Mr. Capozzi was one
of three original Directors of EXPO 86, the 1986 World's Fair in Vancouver,
Canada. Mr. Capozzi was an elected member of Legislative Assembly, Province of
British Columbia, for two terms and Chairman of the Insurance Committee and the
Procedure Committee. He also had an illustrious professional football career
with the New York Giants (NFL), the Calgary Stampeders (CFL) and the Montreal
Alouettes (CFL) and with the B.C. Lions as General Manager for 10 years. Mr.
Capozzi was a principal owner of the soccer organization the Vancouver White
Caps.
Mr. Capozzi received his Bachelor's Degree of Arts for Chemistry and a
Bachelor's Degree of Commerce from the University of British Columbia. He also
received a Bachelor's Degree of Education from the University of Italy.
<PAGE>
Logan Anderson. Director, Secretary and Treasurer. Mr. Anderson is a
graduate of Otago University, New Zealand, with a Bachelor's Degree of Commerce
in Accounting and Economics (1977). He is an Associated Chartered Accountant
(New Zealand) and was employed by Coopers & Lybrand in New Zealand (1977-1980)
and Canada (1980-1982). From 1982 to 1992, Mr. Anderson was Comptroller of
Cohart Management Group, Inc., a management service company which was
responsible for the management of a number of private and public companies. In
1993, Mr. Anderson was an Officer and Director of Centerpoint Equities, Inc.
Since then, Mr. Anderson has been Principal and President of Amteck Financial
Services Corporation, a financial consulting service company. Mr. Anderson is
currently Officer and Director of Claire Technologies, Inc. and has been an
Officer and Director of numerous private and public companies in the past 12
years, including PLC Systems, Inc. (AMEX) and 3D-Systems (NASDAQ).
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company. Should any
of them become unavailable for nomination or election or refuse to be nominated
or to accept election as a director of the Company, then the persons named in
the enclosed form of proxy intend to vote the shares represented in such proxy
for the election of such other person or persons as may be nominated or
designated by the Board of Directors. No nominee is related by blood, marriage,
or adoption to another nominee or to any executive officer of the Company or its
subsidiaries or affiliates.
Assuming the presence of a quorum, each of the nominees for director of the
Company requires for his election the approval of the holders of a plurality of
the shares of Common Stock represented and voting at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
<PAGE>
PROPOSAL NO. 3:
INCREASE IN NUMBER OF AUTHORIZED SHARES
At this time, the Company has evolved and transformed from a developmental
stage company into an operational company and, under its business plan, will
have future capital requirements. As stated in previous private placement
documents issued, the organization is developing and expanding its products to
provide for sales in the U.S. market. In order to do this, the Board of
Directors felt that it would be appropriate to raise capital through additional
equity offerings. The additional shares that would be available to the Company
to sell in future stock offerings will provide the necessary ability of the
Corporation to continue to fund the development of products and to fund
operations.
This will result in an immediate dilution of the shareholders. The current
capital structure provides for 50,000,000 shares of common stock. By authorizing
an additional 50,000,000 shares of common stock, the potential for the
shareholders to be diluted exists. Currently, 8,372,500 total shares are
outstanding for Dynamic. At this time, the 8,372,500 outstanding shares comprise
about 17% of the total shares authorized. When the number of authorized shares
is increased to 100,000,000 shares, the current outstanding 8,372,500 shares
will comprise about 8.5% of the total authorized, effectively providing for a
50% dilution of the current outstanding shareholders. While the dilution reduces
the percentage of outstanding versus authorized in the company, it is felt by
the directors of the company that this dilution and increase in the number of
authorized shares will ultimately provide great benefit to the company in terms
of its ability to raise capital.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AN INCREASE IN
THE NUMBER OF AUTHORIZED SHARES.
<PAGE>
|X|Please mark your vote with an X.
<TABLE>
<CAPTION>
Directors recommend a vote "FOR"
<S> <C> <C> <C> <C> <C>
WITHHELD
FOR all FROM all
nominees nominees FOR AGAINST ABSTAIN
2. Election of [ ] [ ] 1. Increase in Size [ ] [ ] [ ]
Directors of Board of Directors
(Page 10) (Page 9)
FOR ALL EXCEPT the following nominee(s): 3. Increase in Amount [ ] [ ] [ ]
of Authorized Common Stock
_____________________________________ (Page 12)
</TABLE>
Addressee
Address
City, State ZIP
ANNUAL MEETING [ ] SPECIAL ATTENTION [ ]
Mark here if you plan to Mark here if you have noted
attend the annual meeting voting limitations
SIGNATURE(S)_________________________________________________ DATE_____________
Please sign this proxy as name(s) appears above and return it promptly whether
or not you plan to attend the meeting. If signing for a corporation or
partnership as agent, attorney or fiduciary, indicate the capacity in which you
are signing. If you do attend the meeting and decide to vote by ballot,such vote
will supersede this proxy.
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Detach here from proxy voting card
DYNAMIC ASSOCIATES, INC.
Admission Ticket Annual Meeting of Shareholders
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Wednesday, July 31,1996
10:00 a.m.
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ADDRESSEE
ADDRESS Agenda
CITY, STATE, ZIP
Time Item
Time Item
Time Item
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Please present this ticket for admittance of shareholder(s) named above and
a guest. See reverse for map of area.
