SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant X
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
X 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):
|x| No Fee Required
|_| $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
To the Shareholders of Alternative Technology Resources, Inc.:
You are cordially invited to attend the Annual Meeting (the "Meeting")
of the Shareholders of Alternative Technology Resources, Inc. (the "Company")
which will be held on Tuesday November 21, 2000, at 10:00 a.m. (local time) at
the corporate offices located at 629 J Street, Sacramento, California 95814. As
used in this Proxy Statement, the terms "we", "us" and "our" also mean the
Company.
The accompanying Notice of the Annual Meeting of the Shareholders and
Proxy Statement contain the matters to be considered and acted upon, and you
should read the material carefully.
The Proxy Statement contains important information about the four (4)
nominees for election as Directors. The Board of Directors strongly recommends
your approval of these nominees.
We hope you will be able to attend the meeting, but, if you cannot do
so, it is important that your shares be represented. Accordingly, we urge you to
mark, sign, date and return the enclosed proxy promptly. You may, of course,
revoke your proxy, if you attend the meeting and choose to vote in person.
Sincerely,
/s/ JAMES W. CAMERON, JR.
---------------------
James W. Cameron, Jr.
Chairman of the Board
Sacramento, California
October 16, 2000
<PAGE>1
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 21, 2000
To Our Stockholders:
The Annual Meeting of Stockholders of Alternative Technology Resources, Inc., a
Delaware corporation (the "Company"), will be held on Tuesday, November 21,
2000, 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 9, 2000
are entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JAMES W. CAMERON, JR.
----------------------
James W. Cameron, Jr.
Chairman of the Board
Sacramento, California
October 16, 2000
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>2
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 21, 2000, 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
16, 2000.
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 9, 2000 will be entitled to vote at the Annual Meeting. At the close
of business on that date, there were outstanding 59,291,577 shares of common
stock 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.
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 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
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
<PAGE>4
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. Each of the
nominees listed below, except for Jeffrey S. McCormick, currently serves on the
Board of Directors. Mr. W. Robert Keen, a current Director, has decided not to
seek re-election. 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 Board of Directors has no reason to
believe that any of the nominees will be unavailable for election.
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. 52 Chairman of the Board of Directors since November 1999; Chief Executive
Officer from August 1999 and until February 2000. 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.
--------------------------------- ------- ---------------------------------------------------------------------------
Edward L. Lammerding 71 Director since November 1993, Chief Financial Officer since 1995;
Chairman of the Board from 1995 until November 1999; 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; retired member of the St. Mary's College Board of Trustees;
Director and Secretary of OUCH from September 1983 to February 1992.
--------------------------------- ------- ---------------------------------------------------------------------------
Jeffrey S. McCormick 38 Chief Executive Officer since February 2000. Founder and Managing
Director since 1993 of Saturn Asset Management, Inc., a Boston based
venture capital and private equity firm, which predominantly focuses on
healthcare, electronic commerce, digital media and telecommunications.
He currently sits on the Board of Directors of Saturn and MediaSite, Inc.
<PAGE>5
a Saturn portfolio company.
--------------------------------- ------- ---------------------------------------------------------------------------
Thomas W. O'Neil, Jr. 71 Director since November 1995; Certified Public Accountant; Partner,
Wallace and O'Neil, CPA's since April 1991. Director of Digital Power
Corporation since 1991; Retired Partner, KPMG Peat Marwick, 1955 to 1991;
Former 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>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE NOMINEES FOR THE
ELECTION OF DIRECTORS.
Committees of the Board; Meetings and Attendance
The Company has a Compensation and Audit Committee. The Company does not have a
Nominating Committee.
The Audit Committee provides advice and assistance regarding accounting,
auditing and financial reporting practices of the Company. It reviews with the
Company's independent auditors the scope and results of their audit, fees for
services and independence in servicing the Company. Current members of the audit
committee are Messrs. O'Neil and Keen.
The Compensation Committee reviews and approves the compensation and benefits
for our key executive officers, administers our stock option plans and makes
recommendations to the Board of Directors regarding such matters. Current
members of the Compensation Committee are Messrs. O'Neil and Keen.
During fiscal 2000, the Board met 14 times and acted by unanimous written
consent twice, the audit committee met once, and the compensation committee met
four times. None of the nominees for director attended fewer than 75% of the
aggregate total number of meetings of the Board of Directors or committees of
the Board on which he served during the period that he 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 annual stock
options under the Company's 1997 Stock Option/Stock Issuance Plan. Messrs.
Cameron, Keen, 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 grant in January 2000 (for fiscal year 2000
service).
<PAGE>6
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 $3,567,424 as of June 30, 2000, from Mr. Cameron
and another stockholder. These notes bear interest at 10.25%. On January 1,
2000, Mr. Cameron and the other stockholder extended the maturity date on all
notes payable originally maturing December 31, 1999, to the earlier of December
31, 2000, 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, 1999, was included in the extended principal
amounts. On September 11, 2000, the Company agreed with Mr. Cameron to extend
the due date on notes payable to him until December 31, 2001 in exchange for an
extension fee of 2%. These extended notes total $1,511,634, including accrued
interest and extension fees, and bear interest at 10.25% per annum. Also on
September 11, 2000, the Company agreed with the other note holder to extend the
due date of his notes until December 31, 2001 in consideration of such notes
becoming convertible promissory notes. The convertible promissory notes total
$2,288,815, including accrued interest, bear interest at 10.25% per annum and
are convertible into common stock at $3.00 per share at the note holder's
option.
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 straight 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.
Subsequent to June 30, 1999, Mr. Cameron disposed of a portion of his interest
in the Straight Note, reducing the balance due him to $711,885, plus accrued
interest. On August 19, 1999, the Company's Board of Directors agreed with the
Straight Note holders 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 the decline in revenues caused by the
non-renewal of programmer contracts and the steady decline in the quoted value
of the Company's common stock at that time (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. The benefit accruing to the note holders
resulting from the amendment to the conversion terms, as measured on August 19,
1999, was approximately $2.4 million and was recorded as additional interest
expense in the quarter ended September 30, 1999.
Subsequent to August 19, 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. All other Straight Note holders have since
replaced their Straight Notes, including accrued interest, with Convertible
Notes and converted such Convertible Notes into an aggregate of 7,998,411 shares
of the Company's common stock.
On August 28, 2000 the Company received gross proceeds of $10,000,000 in a
private placement of its common stock at a price of $3.00 per share. Proceeds
net of offering costs were approximately $9,600,000. The Company's Chief
<PAGE>7
Executive Officer, Jeffrey S. McCormick, and an entity controlled by him,
purchased 2,333,335 shares of the Company's common stock in the private
placement. Because the purchase price of such stock was less than the trading
price on the date of purchase, the Company expects to record compensation
expense of approximately $1.5 million in the quarter ending September 30, 2000.
On September, 11, 2000, the Company agreed with the Series D Preferred
stockholders to exchange all their outstanding Series D shares and with certain
Series D Preferred stockholders, $475,915 in accrued preferred stock dividends,
into 566,972 shares of common stock based on a purchase price of $3.00 per
common share. The benefit accruing to the Series D Preferred stockholders of
approximately $1.2 million is expected to be recorded in the quarter ending
September 30, 2000.
Other
On August 1, 2000, Mr. Cameron entered into an agreement with Mr. McCormick, the
Company's Chief Executive Officer, to grant him the option to purchase 6 million
shares of the Company's common stock from Mr. Cameron at the purchase price of
$3.625 per share, which represented the trading price of the Company's stock on
that date. This option is vested immediately and can be exercised within three
years from the date of grant.
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
January 31, 2004. At June 30, 2000, $465,149 of rent owed for fiscal years 1996
through 2000 is included in the balance of accounts payable to stockholders.
During the year ended June 30, 2000, Cameron and Associates provided consulting
services to the Company in the amount of $90,000.
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 stockholders owning more than ten
percent of the outstanding shares, the Company believes that during fiscal 2000
all filing requirements applicable to officers, directors and greater than ten
percent stockholders were satisfied.
<PAGE>8
EXECUTIVE COMPENSATION
Executive Compensation report from the Compensation Committee
Compensation Committee. The Compensation Committee of the Board of Directors is
composed of two non-employee, independent directors, currently consisting of
Messrs. O'Neil and Keen. The Compensation Committee reviews and approves the
compensation and benefits for our key executive officers, administers our stock
option plans and makes recommendations to the Board of Directors regarding such
matters. The Compensation Committee held four meetings during fiscal year 2000.
Compensation Philosophy. The Compensation Committee develops and implements the
Company's executive compensation philosophy to offer compensation opportunities
that attract and retain executives whose abilities and skills are critical to
the long-term success of the Company. The Committee provides the Company's
executive officers with annual stock option grants under the Company's 1997
Stock Option/Stock Issuance Plan and outside this plan at an exercise price
equal to the fair market value on the date of grant.
The tables which follow, and accompanying narrative, reflect the decisions
covered by the above discussion.
Thomas W. O'Neil, Jr.
W. Robert Keen
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
$100,000 (the "Named Executives" for the fiscal year ended June 30, 2000):
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards
------------------------------------------------------- ---------------------------------
Other Securities All Other
Fiscal Annual Underlying Compensation
Name Year Salary ($) Bonus Compensation Options/SARs# and LTIP
---------------------------- -------- ------------- ------- --------------- --------------- --------------
James W. Cameron, Jr. (1) 2000 None None $ 90,000(2) 25,000(3) None
Jeffrey S. McCormick (4) 2000 $ 25,000 None None 7,000,000(5) None
George R. Van Derven (6) 2000 $ 112,500 None None 25,000(7) None
1999 $ 151,735 None None None None
1998 $ 150,000 None None None None
</TABLE>
(1) Mr. Cameron was elected Chairman of the Board of Directors in November
1999. From August 1999 until February 2000, he was Chief Executive Officer
and a Director of the Company.
(2) Amounts were paid to Cameron and Associates for providing consulting
services to the Company.
(3) On January 3, 2000, the Company granted to Mr. Cameron an option to
purchase 25,000 shares of common stock at $4.44 per share.
(4) Mr. McCormick was named Chief Executive Officer of the Company on February
17, 2000. See "Employment Agreement with Jeffrey S. McCormick."
(5) On April 14, 2000 the Company granted to Mr. McCormick a non-qualified
option to purchase 7,000,000 shares of common stock at $3.00, the closing
price per share of the Company's common stock as of the date of the
employment agreement.
<PAGE>9
(6) Mr. Van Derven was President until October 1999
(7) On August 19, 1999, the Company granted to Mr. Van Derven an option to
purchase 25,000 shares of common stock at $0.25 per share. These options
were forfeited (in accordance with terms of the stock option plan) 90 days
following termination of his employment with the Company.
The following table provides information relating to stock options granted
during fiscal year ended June 30, 2000.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Option/SAR Grants in Last Fiscal Year
Potential Realized Value at
% of Total Assumed Annual Rates of
Options Stock Price Appreciation for
Granted to Exercise Option Term
Options/SARs Employees in Price per Expiration -------------------------------
Granted# Fiscal Year Share Date 5% 10%
------------- ------------- ---------- ------------ -------------- ---------------
James W. Cameron, Jr. 25,000 0.32% $4.44 1/2/2010 $ 69,807 $ 176,905
Jeffrey S. McCormick 7,000,000 88.83% $3.00 4/14/2010 $ 13,206,787 $ 33,468,592
George R. Van Derven 25,000 0.32% $0.25 6/30/2000(1) N/A N/A
</TABLE>
(1) On August 19, 1999, the Company granted Mr. Van Derven an option to
purchase 25,000 shares of common stock at $0.25 per share. These options
were forfeited (in accordance with terms of the stock option plan) 90 days
following termination of his employment with the Company.
The exercise price of each option was equal to the fair market value of our
common stock on the date of the grant. Percentages shown under "Percent of Total
Options Granted to Employees in the Last Fiscal Year" are based on an aggregate
of 7,880,000 options granted to our employees under the 1997 Stock Option Plan
and outside of this plan during the year ended June 30, 2000.
Potential realizable value is based on the assumption that our common stock
appreciates at the annual rate shown, compounded annually, from the date of
grant until the expiration of the ten-year term. These numbers are calculated
based on Securities and Exchange Commission requirements and do not reflect our
projection or estimate of future stock price growth. Potential realizable values
are computed by:
o Multiplying the number of shares of common stock subject to a given option
by the exercise price.
o Assuming that the aggregate stock value derived from that calculation
compounds at the annual 5% or 10% rate shown in the table for the entire
ten-year term of the option, and
o Subtraction from that result the aggregate option exercise price.
<PAGE>10
Fiscal Year End Option Values
The following table sets forth for each of the executive officers named in the
Summary Compensation Table the number and value of exercisable and unexercisable
options and SARs at fiscal year end:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs In-The-Money Options/SARs
Shares At June 30, 2000 At June 30, 2000
Acquired on Value ----------------------------- ---------------------------------
Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
------------ -------------- ------------ -------------- --------------- -----------------
James W. Cameron, Jr. None None 25,000 None $ 8,525 None
Jeffrey s. McCormick None None None 7,000,000 None $ 12,467,000
George R. Van Derven 87,500 $ 322,028 None None N/A N/A
</TABLE>
Amounts shown under the column "Value of Unexercised In-The-Money Options at
June 30, 2000," represent the difference between the trading price of a share of
common stock underlying the options at June 30, 2000, of $4.78 per share (the
closing price on June 30, 2000, as reported by the OTC Bulletin Board) less the
corresponding exercise price of such options.
Employment Agreement with Jeffrey S. McCormick
In April 2000, we entered into an employment agreement with Mr. McCormick to
become our Chief Executive Officer effective February 17, 2000. Beginning July
1, 2000 and for the remaining term of Mr. McCormick's employment, the Board
shall nominate him to serve as a Director of the Company. The initial term of
the agreement is 5 years, automatically continuing for successive terms of one
(1) year unless terminated by either party by written notice at least 30 days
prior to the end of the initial or any succeeding terms. The agreement
established Mr. McCormick's initial annual base salary at $150,000 per year
beginning May 1, 2000, and provided for a grant to Mr. McCormick of a
non-qualified stock option to purchase up to 7,000,000 shares of the Company's
common stock at an exercise price of $3.00 (the fair market value of the
Company's common stock on the date of grant.)
The option vests ratably over 5 years and expires on April 14, 2010. The
agreement provides that vesting shall accelerate and the option become 100%
vested upon: death of Mr. McCormick, a change of control of the Company, a
change of a majority of the current Board of Directors during the term of his
employment, or a termination by Mr. McCormick for a "good reason" or termination
by the Company without "cause". "Piggy-back" registrations rights are applicable
to all option stock issued to Mr. McCormick, including stock related to a
6,000,000 option from Mr. Cameron to Mr. McCormick. The agreement provides that
in the event Mr. McCormick terminates for a "good reason" or is terminated
without "cause," he shall receive an amount equal to 18 months of his base
salary, at the rate then in effect, to be paid in a lump sum no later than 30
days following termination, and he shall continue to receive fringe benefits as
in effect at the time of termination for 18 months following such termination.
In addition he shall also receive any bonus amount, or pro rata share of any
bonus amount that may have been awarded to him as the compensation committee of
the Board, in its sole discretion, may have authorized as a bonus.
<PAGE>11
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
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 2000, the Company granted options to purchase shares of common
stock to Messrs. Cameron, Keen and Van Derven under the 1997 Plan (see table of
"Option/SAR Grants in Last Fiscal Year"). As of June 30, 2000, approximately
1,840,000 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 as of September 11, 2000, (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. The address of all owners is 629 J
Street, Sacramento, California 95814.
<PAGE>12
<TABLE>
<S> <C> <C>
Common Stock
-----------------------------------
Name of Beneficial Owner Number of Shares Percent
---------------------------------------- ----------------- --------
James W. Cameron, Jr. 39,437,784 (1) 66.54%
Jeffrey S. McCormick 15,617,335 (2) 23.57%
W. Robert Keen 902,414 (3) 1.51%
Edward L. Lammerding 40,120 (4) *
Thomas W. O'Neil, Jr. l81,050 (5) *
All directors and executive officers 50,078,703 (6) 81.70%
as a group (5 persons)
</TABLE>
* Less than 1.0%.
(1) Includes 25,000 shares issuable upon exercise of options, none of which are
subject to repurchase, and includes 6,000,000 shares optioned to Mr.
McCormick and immediately exercisable.
(2) Includes 7,000,000 shares issuable upon exercise of options, all of which
are subject to vesting, and includes 6,000,000 shares under option from Mr.
Cameron and immediately exercisable.
(3) Includes 375,000 shares issuable upon exercise of options, none of which
are subject to repurchase.
(4) Includes 35,000 shares issuable upon exercise of options, none of which are
subject to repurchase.
(5) Includes 30,000 shares issuable upon exercise of options, none of which are
subject to repurchase.
(6) Includes 7,465,000 shares issuable upon exercise of options, 465,000 of
which are not subject to repurchase.
APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP, has been selected as the Company's independent auditors for
the year ended June 30, 2001. 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.
2001 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 2001 Annual Meeting must be received
at the Company's offices on or before June 12, 2001 in order to be considered
for inclusion in the Company's proxy statement and form of proxy relating to
such meeting.
<PAGE>13
COMPANY STOCK PRICE PERFORMANCE
The stock price performance graph below is required by the Securities and
Exchange Commission. This graph shall not be deemed to be filed under the
Securities Act or Exchange Act, or incorporated by reference by any general
statement incorporating this proxy statement by reference into any filing made
under the Securities Act or Exchange Act, except to the extent that we
specifically incorporate this graph by reference.
The graph below compares the cumulative total stockholder return on their common
stock, the Nasdaq Stock Market - Composite Index and the Internet Stock News ISN
Small Cap Index (since its inception in December 1996). Cumulative total
stockholder return represents share value appreciation through June 30, 2000,
assuming the investment of $100 in the common stock of the Company at July 1,
1995 and in each of the other indexes on the same date, and reinvestment of all
dividends. The comparisons in the graph below are based on historical data and
are not intended to forecast the possible future performance of our common
stock.
[OBJECT OMITTED]
<PAGE>14
Additional Information
Copies of the exhibits to our Annual Report on Form 10-K will be provided to any
requesting shareholder. Shareholders should direct their request to: Corporate
Secretary, Alternative Technology Resources, Inc., 629 J Street, Sacramento,
California 95814.
ALL SHAREHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING PROXY AND TO RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE. SHAREHOLDERS MAY REVOKE THE PROXY IF THEY
DESIRE AT ANY TIME BEFORE IT IS VOTED.
Alternative Technology Resources, Inc.
By Order of the Board of Directors
/s/ JAMES W. CAMERON, JR.
---------------------------
James W. Cameron, Jr.
Chairman of the Board
October 16, 2000 Sacramento, California
<PAGE>15
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders - November 21, 2000
The undersigned stockholder of ALTERNATIVE TECHNOLOGY RESOURCES, INC.
(the "Company"), revoking all previous proxies, hereby appoints JAMES W.
CAMERON, JR. and JEFFREY S. MCCORMICK, 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 9, 2000, at the Annual Meeting of Stockholders of the
Company to be held on Tuesday, November 21, 2000, 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:
|_| FOR ALL NOMINEES LISTED BELOW (EXCEPT AS SPECIFIED)
|_| WITHHOLD AUTHORITY FOR ALL NOMINEES
<TABLE>
<S> <C> <C> <C>
James W. Cameron, Jr. Edward L. Lammerding Jeffrey S. McCormick 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.
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:
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.
