SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1 )
Filed by the registrant --
Filed by a party other than the registrant --
Check the appropriate box:
-- Preliminary proxy statement
XX Definitive proxy statement
-- Definitive additional materials
-- Soliciting material pursuant to Rule 14a-11 or Rule 14a-12
Alternative Technology Resources,Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
-- $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(I)(1), or
14a-6(j)(2).
-- $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 transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
(4) Proposed maximum aggregate value of transaction:
-- 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>ii
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
629 J Street
Sacramento, CA 95814
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
TO BE HELD NOVEMBER 16, 1999
To Our Stockholders:
The Annual Meeting of Stockholders of Alternative Technology Resources, Inc., a
Delaware corporation (the "Company"), will be held on Tuesday, November 16,
1999, at 10:00 a.m., local time, at 629 J Street, Sacramento, California 95814,
for the following purposes:
1. To elect four directors;
2. To consider and act upon such other matters as may properly come
before the meeting.
All of the above matters are more fully described in the accompanying Proxy
Statement. Stockholders of record as of the close of business on October 12,
1999 are entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
JAMES W. CAMERON
Chief Executive Officer
Sacramento, California
October 15, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE
PREPAID ENVELOPE. ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE THAT PROXY
AT ANY TIME PRIOR TO VOTING, AND SHAREHOLDERS WHO ARE PRESENT AT THE MEETING MAY
WITHDRAW THEIR PROXIES AND VOTE IN PERSON IF THEY WISH.
<PAGE>1
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
629 J Street
Sacramento, CA 95814
PROXY STATEMENT
Solicitation of Proxies
Your proxy in the form enclosed is solicited by the Board of Directors of
Alternative Technology Resources, Inc. (the "Company") for use in voting at the
Annual Meeting of Stockholders to be held on Tuesday, November 16, 1999, at
10:00 a.m. local time, at the Company's principal executive office located at
629 J Street, Sacramento, California 95814. This Proxy Statement and the
accompanying form of proxy are being mailed to stockholders on or about October
15, 1999.
The expense of soliciting proxies will be borne by the Company. The principal
solicitation of proxies is being made by mail and personal delivery. However,
additional solicitations may be made by telephone, telegram or other means by
directors, officers, employees or agents of the Company. No additional
compensation will be paid to these individuals for any such services.
In the case of employee stockholders located in the Company's principal office
in Sacramento, California, and in the case of certain other stockholders (see
"Certain Relationships and Related Transactions"), this Proxy Statement and
related materials may be hand delivered.
Voting Securities
Only stockholders of record on the books of the Company at the close of business
on October 12, 1999 will be entitled to vote at the Annual Meeting. At the close
of business on that date, there were outstanding 54,245,726 shares of Common
Stock of the Company and 204,167 shares of Preferred Stock, Series D, of the
Company. Each share of Common Stock is entitled to one vote for each of the
matters to be presented at the Annual Meeting. Each share of Preferred Stock,
Series D, is entitled to approximately 92/100th votes (186,813 votes in the
aggregate) for each of the matters to be presented at the Annual Meeting. The
holders of Common Stock and Preferred Stock, Series D, shall vote on each
proposal together as a class.
Required Vote
The representation in person or by proxy of at least a majority of the
outstanding shares entitled to vote is necessary to provide a quorum at the
Annual Meeting. Abstentions and broker non-votes are counted as present in
determining whether the quorum requirement is satisfied. The plurality of the
votes of the Common Stock and Preferred Stock, Series D, voting together as a
class, present in person or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors shall elect the nominees for the
Board of Directors. With regard to the election of directors, votes may be cast
"For" or "Withheld" for each nominee; votes that are withheld will be excluded
entirely from the vote and will have no effect. Brokers who hold shares in
street name have the authority to vote in their discretion on "routine" items
(such as for the election of directors) when they have not received instructions
from beneficial owners. With respect to "non-routine" items, no broker may vote
shares held for customers without specific instructions from such customers.
Under Delaware law, a broker non-vote will have no effect on the outcome of the
election of directors.
Revocability of Proxies
Shares represented by a duly executed proxy in the accompanying form received by
the Board of Directors prior to the annual meeting will be voted at the annual
meeting. Any such proxy may be revoked at any time prior to exercise by written
<PAGE>2
request delivered to the Secretary of the Company stating that the proxy is
revoked, by the execution and submission of a later dated proxy, or by voting in
person at the Annual Meeting. If a stockholder specifies a choice with respect
to any matter to be voted upon by means of the ballot provided in the
accompanying form of proxy, the shares will be voted in accordance with the
specification so made. If the endorsed proxy does not specify how the shares
represented thereby are to be voted, the proxy will be voted as recommended by
the Board of Directors.
PROPOSAL NO. 1
NOMINATION AND ELECTION OF DIRECTORS
Four directors are to be elected at the Annual Meeting, each to serve until the
next Annual Meeting of Stockholders and until his successor shall be elected and
qualified or until his earlier death, resignation or removal. Currently there
are four members of the Board of Directors comprised of James W. Cameron, Jr.,
W. Robert Keen, Edward L. Lammerding, and Thomas W. O'Neil. Mr. Cameron was
appointed to the Board of Directors and assumed the position of Chief Executive
Officer on August 26, 1999. The Board of Directors has nominated Messrs.
Cameron, Keen, Lammerding, and O'Neil for reelection in 1999. The four nominees
receiving the highest number of affirmative votes of the shares entitled to vote
at the Annual Meeting will be elected directors of the Company. If any nominee
is not available for election (which the Company does not foresee), the Board of
Directors will recommend the election of a substitute nominee and proxies in the
accompanying form will be voted for the election of the substitute nominee
unless authority to vote such proxies in the election of directors has been
withheld.
The following table indicates certain information concerning the nominees.
<TABLE>
<S> <C> <C>
Name Age Principal Occupation at Present and for the Past Five Years
- ------------------------ ----- --------------------------------------------------------------------------
James W. Cameron, Jr. 51 Chief Executive Officer and Director since August 26, 1999. He was also
a Director of the Company and Chairman of the Board from November 1993
until November 1994. Mr. Cameron is the Owner and Chief Executive
Officer of Cameron and Associates, a consulting and investment company
founded in February 1992. He co-founded and was a director of
Occupational-Urgent Care Health Systems, Inc. ("OUCH") from its inception
in January 1983 until February 1992, when OUCH merged with HealthCare
Compare Corporation. He was OUCH's President from January 1983 until
July 1988, at which time he became Chief Executive Officer until February
1992. Mr. Cameron served as a Director of HealthCare Compare Corporation
from February 1992 until May 1993.
W. Robert Keen 57 Chief Executive Officer from December 1996 until January 1999. Director
of the Company since November 1996; owner of Jonathan Companies, a
management and consulting company, since 1993; President of OUCH from
1988 to 1992. Mr. Keen is a member of the Advisory Board of the U.C.
Davis Graduate School of Management and is a member of the Sacramento
County Civil Service Commission.
<PAGE>3
Director since November 1993, Chairman of the Board and Chief Financial
Edward L. Lammerding 70 Officer since 1995; President of Sierra Resources Corporation from 1982
to 1996; Chairman of the Board of Digital Power Corporation from 1989 to
1998; former member California Lottery Commission; member of the St.
Mary's College Board of Trustees; Director and Secretary of OUCH from
September 1983 to February 1992.
Thomas W. O'Neil, Jr. 70 Director since November 1995; Certified Public Accountant; Partner,
Schultze, Wallace and O'Neil, CPA's since April 1991; Director of Digital
Power Corporation since 1991; Retired Partner, KPMG Peat Marwick, 1955 to
1991; Chairman of the Board of Directors, California Exposition and State
Fair; Director, Regional Credit Association; member of the St. Mary's
College Board of Regents.
</TABLE>
Committees of the Board; Meetings and Attendance
The Company has a Compensation Committee, Audit Committee and Management
Committee. The Company does not have a nominating committee.
The Compensation Committee consisted of Messrs. Lammerding and O'Neil during the
fiscal year ended June 30, 1999. The Compensation Committee held one meeting in
fiscal 1999. Its function is to establish compensation for all executive
officers of the Company and administer the Company's Special Stock Option Plan,
1993 Stock Option/Stock Issuance Plan, Employee Savings Plans, and the 1997
Stock Option Plan. The Audit Committee consisted of Messrs. Lammerding and
O'Neil in fiscal 1999 and held one meeting during fiscal 1999. The Audit
Committee provides advice and assistance regarding accounting, auditing and
financial reporting practices of the Company. It reviews, with the Company's
independent accountants, the scope and results of their audit, fees for services
and independence in servicing the Company. The Management Committee consisted of
Messrs. Lammerding and O'Neil in fiscal 1999 and held no meetings during fiscal
1999. The Management Committee may exercise all the authority of the Board of
Directors in management of the Company, except for matters expressly reserved by
law for action by the Board of Directors.
During fiscal 1999, the Board of Directors met three times. All Board and
Committee members attended more than seventy-five percent of the meetings of the
Board of Directors and all committees of the Board on which they served.
Compensation of Directors
Directors do not receive compensation for serving as such; however, each
Director who is not an employee of the Company can be granted stock options
under the Company's 1997 Stock Option/Stock Issuance Plan. Messrs. Lammerding
and O'Neil were granted options to purchase 25,000 shares of the Company's
Common Stock at an exercise price equal to the fair market value on the date of
their reelection in fiscal 1998, Messrs. Lammerding and O'Neil were granted
additional options to purchase 25,000 shares of the Company's Common Stock at an
exercise price equal to the fair market value on the date of grant in August
1999, and Mr. Keen was granted an option to purchase 25,000 shares of the
Company's Common Stock at an exercise price equal to the fair market value on
the date of his retirement as the Company's Chief Executive Officer in January
1999.
<PAGE>4
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Financing Arrangements
The Company has received short-term, unsecured financing to fund its operations
in the form of notes payable of $3,258,090 from two stockholders, Messrs.
Cameron and Negri. These notes bear interest at 10.25%. In December 1998,
Messrs. Cameron and Negri extended the maturity date on all notes payable
originally maturing December 31, 1998, to the earlier of December 31, 1999, or
such time as the Company obtains equity financing, in return for an extension
fee of 2% of the amounts extended. In addition, interest accrued on these notes
as of December 31, 1998 was included in the extended principal amounts.
On April 21, 1997, the Company issued an unsecured note payable (the "Straight
Note") to Mr. Cameron for $1,000,000 in accordance with the Reimbursement
Agreement the Company signed on February 28, 1994. terms of the note provided
for an interest rate of 9.5% and monthly interest payments. No maturity date was
stated in the note; however, under the terms of the Reimbursement Agreement,
upon written demand by Mr. Cameron, the Straight Note was to be replaced by a
note convertible into ATR's Common Stock (the "Convertible Note") in a principal
amount equal to the Straight Note and bearing interest at the same rate. The
conversion price of the Convertible Note was equal to 20% of the average trading
price of the Company's Common Stock over the period of ten trading days ending
on the trading day next preceding the date of issuance of such Convertible Note.
Since the Company had not made interest payments on the Straight Note, accrued
interest of $208,479 was included in accounts payable to stockholders as of June
30, 1999.
Subsequent to June 30, 1999, Mr. Cameron disposed of a portion of his interest
in the $1,000,000 Straight Note, reducing the balance due him to $711,885, plus
accrued interest. On August 19, 1999, the Company's Board of Directors agreed to
fix the conversion price of the Convertible Note to $0.044 in exchange for the
Straight and/or Convertible Notes ceasing to accrue interest as of that date.
Because of a decline in revenues caused by the non-renewal of programmer
contracts from a high of 109 programmers during the fiscal year 1999 to a low at
August 31, 1999 of 43 programmers at customer locations in the United States,
and the steady decline in the quoted value of the Company's Common Stock over
the last several months (trading price was at $0.25 on August 19, 1999), the
Board agreed it was in the best interest of the Company to eliminate the future
market risk that the conversion price become lower than a fixed conversion price
of $0.044.
On August 23, 1999, Mr. Cameron elected to replace his remaining interest in the
Straight Note, including accrued interest, with the Convertible Note and then
simultaneously converted the Convertible Note into 19,762,786 shares of ATR's
Common Stock. Other Straight Note holders also replaced their Straight Notes,
including accrued interest, with Convertible Notes and converted such
Convertible Notes into an aggregate of 4,136,764 shares of the Company's Common
Stock. As of August 31, 1999, the remaining outstanding balance of the Straight
Notes was $169,913, including accrued interest, and a total of 50,061,494 shares
of the Company's Common Stock was outstanding. Mr. Cameron beneficially owned
79% of the outstanding shares as of August 31, 1999.
Other
In November 1995, the Company entered into a lease agreement for its current
facility under a one year lease with Mr. Cameron. The lease has been extended to
December 31, 1999, and is expected to be renewed. At June 30, 1999, $423,923 of
rent owed for fiscal years 1996 through 1999 is included in the balance of
accounts payable to stockholders.
<PAGE>5
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten 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.
Based solely upon review of written declarations and any copies of such forms
received by it from officers, directors and greater than ten percent
stockholders, the Company believes that during fiscal 1999 all filing
requirements applicable to officers, directors and greater than ten percent
stockholders were satisfied with the exception that one late report was filed by
Messrs. Lammerding and O'Neil and by Mr. George Van Derven.
EXECUTIVE COMPENSATION
The following table contains information regarding compensation paid with
respect to the three preceding fiscal years to the Company's Chief Executive
Officer and each other executive officer whose salary and bonus exceeded
$100,000 (the "Named Executives" for the fiscal year ended June 30, 1999):
Columns regarding "Bonus," "All Other Compensation," and "Long-Term Incentive
Plan (LTIP) Payouts" are excluded because no reportable payments were made to
such executive officers for the relevant years.
<TABLE>
<S> <C> <C> <C> <C> <C>
Summary Compensation Table
Long-Term
Compensation
------------------
Annual Compensation Awards
-------------------------------------------------------- -------------------
Other
Restricted Annual
Name and Fiscal Stock Compen- Options/
Principal Position Year Salary ($) Awards sation $ SARs #
- ------------------- ------ ---------- ---------- -------- ------------
W. Robert Keen (1) 1999 None None None 25,000(4)
1998 None 275,000(2) None 160,000(5)
1997 None 225,000(3) None 160,000(5)
George R. Van Derven, President (6) 1999 151,735 None None
1998 150,000 None None
1997 150,000 None None
</TABLE>
(1) Mr. Keen was Chief Executive Officer from December 31, 1996 until his
retirement on January 15, 1999. Prior to December 1996, he was a Director.
(2) In fiscal 1998, Mr. Keen was granted 275,000 shares of the Company's Common
Stock with a fair market value on the date of issuance of $154,688 as
compensation.
(3) In fiscal 1997, Mr. Keen was granted 225,000 shares of the Company's Common
Stock with a fair market value on the date of issuance of $168,750 as
compensation.
(4) On January 15, 1999, the Company granted to Mr. Keen an option to purchase
25,000 shares of Common Stock at $0.2812 per share.
(5) On December 31, 1996, the Company granted to Mr. Keen the right to receive
options to acquire 80,000 shares of Common Stock on a quarterly basis, up
to 320,000 shares.
(6) Mr. Van Derven was President and Chief Executive Officer from September 1,
1995 to December 31, 1996; prior to September 1995 he was Chief Operating
Officer.
On December 31, 1996, the Board of Directors named Mr. W. Robert Keen as Chief
Executive Officer of the Company. In exchange for his services, Mr. Keen
initially received 225,000 shares of Common Stock with a fair market value on
the date of issuance of $168,750, and on November 18, 1997 Mr. Keen received
275,000 shares of Common Stock with a fair market value on the date of issuance
of $154,688. Mr. Keen retired as Chief Executive Officer on January 15, 1999 but
has continued as a non-employee board member and is a consultant to the Company
<PAGE>6
on a regular basis. As a provision of his consulting agreement, Mr. Keen agreed
to extend the trading restrictions on these shares until March 2000. Also in
exchange for his services as Chief Executive Officer, Mr. Keen received on a
quarterly basis options to purchase 80,000 shares of Common Stock at an exercise
price equal to the fair market value as of the date of grant up to an aggregate
of 320,000 shares pursuant to the Company's stock option plans. Options to
purchase 160,000 shares were granted to Mr. Keen in each of fiscal years 1998
and 1997.
<TABLE>
<S> <C> <C> <C> <C>
Option/SAR Grants in Last Fiscal Year
Percent of Total
Options/SARs Options/SARs Granted to Exercise Expiration
Name Granted (#) Employees in Fiscal Year Price ($/sh) Date
----------------------- ------------- --------------------------- -------------- ------------
W. Robert Keen 25,000 100% $0.2812 1/15/2009
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table sets forth the value of exercised and unexercised options
and SARs held by the named executives at fiscal year end:
<TABLE>
<S> <C> <C> <C> <C>
Value of
Options/SARs Unexercised
at Fiscal in-the-Money
Year-End(#) Options/SARs at
Shares Exercisable(E)/ Exercisable(E)/
Acquired Value Subject to Subject to
Name on Exercise # Realized ($) Repurchase(U) Repurchase(U)
- ---------------------- ----------------- ------------- ------------------- ---------------------
W. Robert Keen None None 25,000 (E) 6,245 (E)(1)
323,333 (E) (E)(2)
1,667 (U) (U)(2)
George R. Van Derven None None 87,500 (E) (E)(2)
</TABLE>
(1) Based on the $0.531 per share closing price of the Common Stock at
June 30, 1999.
(2) No value is computed since exercise prices of options were greater
than the closing price of the Common Stock at June 30, 1999.
1993 and 1997 Stock Option/Stock Issuance Plans
The 1993 Stock Option/Stock Issuance Plan (the "1993 Plan"), pursuant to which
key employees (including officers) and consultants of the Company and the
non-employee members of the Board of Directors may acquire an equity interest in
the Company, was adopted by the Board of Directors on August 31, 1993 and became
effective at that time. The 1993 Plan provided that up to 400,000 shares of
Common Stock could be issued over the ten year term of the 1993 Plan. Upon
stockholder approval of the 1997 Stock Option Plan (the "1997 Plan"), the Board
of Directors terminated the 1993 Plan, which termination shall not alter the
vesting provisions or any other term or condition of any option granted prior to
the termination of the 1993 Plan.
The 1997 Plan, pursuant to which key employees (including officers) and
consultants of the Company and the non-employee members of the Board of
Directors may acquire an equity interest in the Company, was adopted by the
Board of Directors on November 18, 1997 and became effective at that time.
An aggregate of 3,000,000 shares of Common Stock may be issued over the five
year term of the 1997 Plan. Subject to the oversight and review of the Board of
Directors, the 1997 Plan shall generally be administered by the Company's
Compensation Committee consisting of at least two non-employee directors as
<PAGE>7
appointed by the Board of Directors. The grant date, the number of shares
covered by an option and the terms and conditions for exercise of options, shall
be determined by the Committee, subject to the 1997 Plan requirements. The Board
of Directors shall determine the grant date, the number of shares covered by an
option and the terms and conditions for exercise of options to be granted to
members of the Committee.
During fiscal 1999, the Company granted options to purchase 25,000 shares of
Common Stock to Mr. Keen under the 1997 Plan (see table of "Option/SAR Grants in
Last Fiscal Year"). As of June 30, 1999, approximately 2,695,000 shares are
available under the 1997 Plan for grant.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as to (i) the persons or
entities known to the Company to be beneficial owners of more than 5% of the
Company's Common Stock and Preferred Stock, Series D, as of August 31, 1999,
(ii) all directors of the Company, (iii) all executive officers of the Company
and (iv) all directors and executive officers of the Company as a group.
<TABLE>
<S> <C> <C>
Common Stock
--------------
Name and Address of
Beneficial Owner Number of Shares Percent
- ---------------------------------------- ----------------- -------
James W. Cameron, Jr. 39,550,671(1) 78.90%
629 J Street
Sacramento, CA 95814
Max Negri, M.D. 3,778,619(2) 7.36%
31244 Palos Verdes Drive West
Rancho Palos Verdes, CA 90275
W. Robert Keen 872,269(3) 1.73%
Edward L. Lammerding 76,120(4) *
Thomas W. O'Neil, Jr. 56,050(5) *
George Van Derven 87,500(6) *
Norbert Wagner 30,000(7) *
All directors and executive officers 1,121,939(8) 2.22%
as a group (5 persons)
</TABLE>
* Less than 1.0%.
(1) Includes 68,550 shares issuable upon conversion of 76,167 shares of
Preferred Stock, Series D, which is currently convertible. Also includes
175,000 shares held by Mr. Cameron in an IRA and 213,250 shares held by the
Cameron Foundation. Mr. Cameron disclaims beneficial ownership in the
shares held by the Cameron Foundation.
(2) Includes 74,700 shares issuable upon conversion of 83,000 shares of
Preferred Stock, Series D, currently convertible.
(3) Includes 350,000 shares issuable upon exercise of options, of which 348,333
are not subject to repurchase.
(4) Includes 76,000 shares issuable upon exercise of options of which 69,000
are not subject to repurchase.
(5) Includes 55,000 shares issuable upon exercise of options, none of which are
subject to repurchase.
(6) Includes 87,500 shares issuable upon exercise of options, none of which are
subject to repurchase.
(7) Includes 30,000 shares issuable upon exercise of options of which 10,000
are not subject to repurchase.
(8) Includes 598,500 shares issuable upon exercise of options, 569,833 of which
are not subject to repurchase.
<PAGE>8
Preferred Stock, Series D
--------------------------------
Name and Address of
Beneficial Owner Nmber of Shares Percent
- --------------------------------- ---------------- -------
James W. Cameron, Jr. 76,167 37.3
629 J Street
Sacramento, CA 95814
W. Robert Ramsdell 45,000 22.0
474 Paseo Miramar
Pacific Palisades, CA 90272
Max Negri, M.D. 83,000 40.7
31244 Palos Verdes Drive West
Rancho Palos Verdes, CA 90275
APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP, has been selected as the Company's independent auditors for
the year ended June 30, 2000. Representatives of Ernst & Young LLP are expected
to be present at the Annual Meeting with the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions.
OTHER MATTERS
As of the date of this proxy statement, there are no other matters which the
Board of Directors intends to present or has reason to believe others will
present at the Annual Meeting of Stockholders. If other matters properly come
before the Annual Meeting, those persons named in the accompanying proxy will
vote in accordance with their judgment.
2000 ANNUAL MEETING OF STOCKHOLDERS
Stockholders are entitled to present proposals for action at stockholders'
meetings if they comply with the requirements of the proxy rules. In connection
with this year's Annual Meeting, no stockholder proposals were presented. Any
proposals intended to be presented at the 2000 Annual Meeting must be received
at the Company's offices on or before June 12, 2000 in order to be considered
for inclusion in the Company's proxy statement and form of proxy relating to
such meeting.
BY ORDER OF THE BOARD OF DIRECTORS
JAMES W. CAMERON, JR.
Chief Executive Officer
Sacramento, California
October 15, 1999
<PAGE>9
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- November 16, 1999
The undersigned stockholder of ALTERNATIVE TECHNOLOGY RESOURCES, INC.
(the "Company"), revoking all previous proxies, hereby appoints JAMES W.
CAMERON, JR. and MAX NEGRI, MD, or any of them, as proxies of the undersigned,
and authorizes either or both of them to vote all shares of the Company's Common
Stock held of record by the undersigned as of the close of business on October
12, 1999 at the Annual Meeting of Stockholders of the Company to be held on
Tuesday, November 16, 1999, at 10:00 a.m., local time, at 629 J Street,
Sacramento, California 95814, and at any adjournment(s) or postponement(s)
thereof (the "Annual Meeting"), according to the votes the undersigned would be
entitled to cast if then personally present.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED "FOR" ALL OF THE NOMINEES:
1. Election of Directors:
<TABLE>
<S> <C>
-- FOR ALL NOMINEES LISTED BELOW (EXCEPT AS SPECIFIED) -- WITHHOLD AUTHORITY FOR ALL NOMINEES
James W. Cameron, Jr. W. Robert Keen Edward L. Lammerding Thomas W. O'Neil, Jr.
</TABLE>
To withhold authority to vote for any individual nominee, draw a line through
that nominee's name.
2. The authority of the proxy, in his discretion, to vote on such other
business as may properly come before the Annual Meeting, or any
adjournment(s) or postponement(s) thereof.
<PAGE>10
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF NOTICE OF THE ANNUAL MEETING
AND THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH. The undersigned also
hereby ratifies all that the said proxy may do by virtue hereof and hereby
confirms that this proxy shall be valid and may be voted regardless of whether
the stockholder's name is signed as set forth below or a seal affixed or the
descriptions, authority or capacity of the person signing is given or any other
defect of signature exists.
Please complete, sign and date this Proxy and return it promptly in the
enclosed envelope regardless of whether or not you plan to attend the Annual
Meeting.
DATED:
-----------------------,1999
-------------------------------
Signature
-------------------------------
Signature if held jointly
Please sign this Proxy exactly as the name appears in the address above. If
shares are registered in more than one name, all owners should sign. If signing
in a fiduciary or representative capacity, such as attorney-in-fact, executor,
administrator, trustee or guardian, please give full title and attach evidence
of authority. If signer is a corporation, please sign the full corporate name
and an authorized officer should sign his name and title and affix the corporate
seal.
