SEC File No. 0-22720
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 ss.240.14a-11(c) or ss.240.14a-12
CYCLO3PSS CORPORATION
(Name of Registrant as Specified In Its Charter)
CYCLO3PSS CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] $125 per Exchange Act Rules 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 Rule 14a-6(i)(4) and 0-11.
1)Title of each class of securities to which transaction applies:
N/A
2)Aggregate number of securities to which transaction applies:
N/A
3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
4) Proposed maximum aggregate value of transaction:
N/A
[ ] 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 free 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:
N/A
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2)Form, Schedule or Registration Statement No.:
N/A
3)Filing Party: N/A
===============================================================================
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November 25, 1997
U.S. Securities and Exchange Commission
Washington, DC 20546
Re: Cyclo3pss Corporation. (the "Company") 1997 Schedule 14A
To Whom It May Concern:
Attached please find the Definitive Proxy Statement (Form 14A) for the
Company in connection with its Annual Meeting of Shareholders.
If you have any questions in connection with the foregoing, please contact
A.O. "Bud" Headman, Jr. at 801-532-2666. Sincerely,
COHNE, RAPPAPORT & SEGAL
A. O. Headman, Jr.
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CYCLO3PSS CORPORATION
3646 West 2100 South
Salt Lake City, UT 84120
------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
------------
To Be Held January 13, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cyclo3pss Corporation, a Delaware
corporation (the "Company"), to be voted at an Annual Meeting of Stockholders to
be held January 13, 1998, and at any adjournment(s) thereof. The Annual Meeting
of Stockholders (the "Meeting") will be held at the Company's offices located at
3646 West 2100 South, Salt Lake City, Utah 84120 at 10:30 a.m. local time. This
Proxy Statement, the Notice of Annual Meeting of Stockholders and the Proxy were
first given to the Company's stockholders on or about December 5, 1997.
Matters to come before the Meeting are: (1) the election of five (5)
directors to the Board of Directors to serve until the 1998 Annual Meeting of
Stockholders and thereafter until their successors are elected and are qualified
and (2) the ratification of the appointment of Ernst & Young, LLP as the
Company's independent accountant for the fiscal year ending February 28, 1998,
all as are more fully described herein.
RECORD DATE AND VOTING SECURITIES
The securities of the Company entitled to vote at the Meeting consist of
shares of the Company's common stock, $.001 par value. Only stockholders of
record at the close of business on November 24, 1997, the record date for the
Meeting, will be entitled to notice of and to vote at the Meeting. On the record
date, the Company had outstanding 15,063,779 shares of common stock which were
owned by approximately 392 Stockholders of record. See "Principal Stockholders
and Security Ownership of Management" for information concerning beneficial
ownership of the Company's common stock.
Assuming a quorum is present, the five (5) nominees receiving the greatest
number of votes cast by the holders of the common stock will be elected as
directors. There will be no cumulative voting in the election of directors.
Assuming a quorum is present, the affirmative vote of the holders of a majority
of the shares of common stock present in person or represented by proxy is
required for approval of Proposal 2.
Abstentions are treated as present and entitled to vote at the Meeting.
Therefore, abstentions will be counted in determining whether a quorum is
present and will have the effect of a vote against a matter. A broker non-vote
on a matter (i.e., shares held by brokers or nominees as to which
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instructions have not been received from the beneficial owners or persons
entitled to vote and as to which the broker or nominee does not have
discretionary power to vote on a particular matter) is considered not entitled
to vote on that matter and, thus, will not be counted in determining whether a
quorum is present or whether a matter requiring approval of a majority of the
shares present and entitled to vote has been approved.
All proxies received pursuant to this solicitation will be voted at the
Meeting and at any adjournments thereof as indicated in the proxy. If no
instructions are given, the persons named in the proxy solicited by the Board of
Directors of the Company intend to vote for the nominees for election as
directors of the Company listed below and for Proposal 2.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly- executed proxy bearing a later
date or by attending the meeting and voting in person.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding shares of the Company's
common stock owned beneficially as of November 24, 1997 by each director and
nominee for director, each of the executive officers of the Company, all
officers and directors as a group and each person known by the Company to
beneficially own 5% or more of the outstanding shares of the Company's common
stock. Except as may be indicated in the footnotes to the table, each of such
persons has sole voting and investment power with respect to the shares
beneficially owned. Beneficial ownership has been determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Under this Rule, certain shares may be deemed to be beneficially owned by
more than one person (such as where persons share voting power or investment
power). In addition, shares are deemed to be beneficially owned by a person if
the person has the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information is provided; in
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person's actual voting power at
any particular date:
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Owners Class Ownership
William R. Stoddard (1)(2) 874,431 5.62 %
3646 West 2100 South
Salt Lake City, UT 84120
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John R. Herzog(5) 1,293,181 8.12 %
5901 Rosebud Lane
Sacramento, CA 95841
Robert J. Wrigley(1)(4) 239,434 1.58 %
4260 S. 500 West
Salt Lake City, UT 84123
J. Bruce Baily(1)( ) 118,402 .78 %
40 Ina Court
Alamo, CA 94507
Steve Sarich, Jr.(1)(6) 648,655 4.27 %
505 Madison Street
Suite 220
Seattle, WA 98104
Mondis A. Nkoy(1)(7) 8,000 *
3646 West 2100 South
Salt Lake City, UT 84120
John M. Williams (8) 1,300,188 8.35 %
3646 West 2100 South
Salt Lake City, UT 84120
All Officers and Directors
as a Group (6 Persons) (9) 3,182,108 19.91 %
* Less than 0.1%
(1) These individuals are the directors and/or officers of the Company as of
November 24, 1997.
(2) The 874,431 total includes 322,586 shares owned of record by Mr. Stoddard,
51,845 shares owned in brokerage accounts, and 500,000 shares which may be
issued upon the exercise of options currently exercisable stock options (see
"Executive Compensation.")
(3) The 1,293,181 total includes 1,173,181 shares owned of record by Mr. Herzog
and 120,000 shares which may be issued upon the exercise of options currently
exercisable stock options (see "Executive Compensation.")
(4) The 239,434 total includes 119,434 shares owned of record by Mr. Wrigley and
120,000 shares which may be issued upon the exercise of options currently
exercisable stock options (see "Executive Compensation.")
(5) The 118,402 total includes 61,802 shares owned of record by Mr. Bailey,
1,600 shares owned in brokerage accounts and 55,000 shares which may be issued
upon the exercise of options currently exercisable stock options (see "Executive
Compensation.")
(6) The 648,655 total includes 528,655 shares owned of record by Mr. Sarich and
120,000 shares which may be issued upon the exercise of options currently
exercisable stock options (see "Executive Compensation.")
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(7) Ms. Nkoy is the Corporate Secretary and Controller and has a currently
exercisable stock option for the 8,000 shares shown as beneficial ownership. She
has also been granted options to purchase 15,000 additional shares which are not
currently exercisable.
(8) The 1,300,188 total includes 498,640 shares owned of record by Mr. Williams,
301,548 shares owned in brokerage accounts, and 500,000 shares which may be
issued upon the exercise of options currently exercisable stock options (see
"Executive Compensation.")
(9) Consists of 2,259,108 shares beneficially owned by William R. Stoddard, John
R. Herzog, Robert J. Wrigley, J. Bruce Bailey ans Steve Sarich, Jr. Also
includes 923,000 shares of Common Stock which may be acquired by such
individuals, together with Mondis Nkoy upon the exercise of options which are
exercisable within 60 days of November 24, 1997
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees
The Board of Directors are elected annually by the stockholders of the
Company. The Board of Directors of the Company appoints the Board of Directors
of the Company's wholly-owned subsidiaries. It is proposed to elect five
directors at this Meeting to hold office for a one-year term until the 1998
Annual Meeting of Stockholders and until their successors are duly elected and
qualified. It is intended that the accompanying form of proxy will be voted for
the nominees set forth below, each of whom is presently a director of the
Company. If, in the Board of Directors' judgment, some unexpected occurrence
should make necessary the substitution of some other person or persons for any
of the nominees, shares will be voted for such other person or persons as the
Board of Directors may select. The Board of Directors is not aware that any
nominee may be unable or unwilling to serve as a director. The following table
sets forth certain information with respect to the nominees.
Name Age Director Since
William R. Stoddard 46 1990
Robert J. Wrigley 49 1991
Steve Sarich, Jr. 77 1993
J. Bruce Bailey 63 1993
John Herzog 52 1991*
* Mr. Herzog has been a director of the Company since 1991 except for a
five month period during 1996.
William R. Stoddard. Mr. Stoddard has been an officer and director of the
Company since 1990. From 1986 to 1989, Mr. Stoddard was the Chief Financial
Officer of Medivest, Inc. and its subsidiaries. From 1988 to 1990, he was Chief
Financial Officer of Medivest Aviation Group, Inc.
Robert J. Wrigley. Mr. Wrigley has been a director of the Company since
1991. Mr. Wrigley has been president of Mountain States Medical, Inc. since
1981. Prior to 1983, he was employed by Auto Suture Co., a division of U.S.
Surgical Corp. Mr. Wrigley earned his Bachelor's Degree in Behavioral Science
from the University of Utah.
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Steve Sarich, Jr. Mr. Sarich has been a director of the Company since July
1993. Mr. Sarich is, and has been for the last 15 years, president of 321
Investment Co. Mr. Sarich is a director of Wall Data,, Flo Scan Instrument and
C.S.S. Management Co.
J. Bruce Baily. Mr. Baily has been a director of the Company since January
1993. Mr. Baily has been employed as a product specialist for surgical
processing systems in the V. Mueller Division of Baxter Healthcare Corporation
since 1991. From 1987 to 1991, he was the international marketing director of
Genesis Medical Corporation, a manufacturer and distributor of sterilization
tray and container systems.
John R. Herzog. Mr. Herzog was a director of the Company from 1991 until
May, 1996 when he resigned. He was re-appointed as a director at the annual
meeting of directors in October, 1996. From 1980 to the present he has been the
president and owner of Herzog Surgical, Inc., a surgical products distribution
company headquartered in Sacramento, California. From 1984 to 1991 he was
chairman and CEO of Genesis Medical Corporation.
Committees and Meetings
The Board of Directors held eight (8) meetings during the last fiscal
year. The number of meetings attended by each director is as follows: John M.
Williams * - 8; William R. Stoddard- 8; Robert J. Wrigley - 7; Steve Sarich, Jr.
- - 8; J. Bruce Baily - 8; and John Herzog - 5.
* Mr. Williams resigned as a director effective October 31, 1997 due to
health and other personal reasons and will not be a nominee for director at the
Annual Meeting of Stockholders.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation
for services rendered for the past three fiscal years to the Company's Chief
Executive Officer and to the Company's most highly compensated executive
officers other than the CEO, whose annual salary and bonus exceeded $100,000:
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
--------------------------------------------------
Awards Payouts
Other Options/ LTIP
Name and Position Year Salary Bonus Compensation Stock Awards SAR'(#) Payouts Other Comp
ended 2/28
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John M. Williams 1997 $96,000 -0- -0- 100,000(1) -0- -0- -0-
Chairman/CEO 1996 $96,000 -0- -0- -0- -0- -0- -0-
1995 $96,000 -0- -0- -0- -0- -0- -0-
William R. Stoddard 1997 $96,000 -0- -0- 100,000(1) -0- -0- -0-
President 1996 $96,000 -0- -0- -0- -0- -0- -0-
1995 $96,000 -0- -0- -0- -0- -0- -0-
(1) Options to acquire shares of common stock.
</TABLE>
Stock Options Granted in Last Fiscal Year
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The following table sets forth grants of stock options to persons named in
the Summary Compensation Table:
<TABLE>
<CAPTION>
Number of Securities % of Total options/SAR
underlying Options/SARs Granted to employees Exercise or
Name Granted (#) In fiscal year Base price Expiration Date
- --------- -------------------------- ----------------------- ------------ ---------------
<S> <C> <C> <C> <C>
John M. Williams 100,000 43.1% $1.07 8/31/2002
William R. Stoddard 100,000 43.1% $1.07 8/31/2002
</TABLE>
Aggregate Option Exercises and Number/Value of Unexercised Options
The following table provides information concerning the exercise of
options during the last fiscal year by persons named in the Summary Compensation
Table, the number of unexercised options held by such persons at the end of the
last fiscal year, and the value of such unexercised options as of such date:
<TABLE>
<CAPTION>
Name of Value of Unexercised
Shares Acquired Value Unexercised Options In-the-Money Options
Name on Exercise (#) Realized ($) at 2/29/97 (#) at 2/29/97 ($)(1)
- ------------ ---------------- ------------ -------------------------- ---------------------
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
John M. Williams -0- -0- 300,000 100,000 $ -0- $2,000
William R. Stoddard -0- -0- 300,000 100,000 $ -0- $2,000
</TABLE>
1 An "In-the-Money" stock option is an option for which the market price of the
Company's common stock underlying the option on February 29, 1997 exceeded the
option exercise price. The value shown is calculated by multiplying the number
of unexercised options by the difference between (i) the closing price for the
common stock on NASDAQ Small Cap Market on February 29, 1997 ($1.09) and (ii)
the exercise price of the stock options ($1.85 for the 300,000 exercisable
options granted under the original grant and $1.07 for the 100,000 unexercisable
options granted under the extensions).
Compensation of Directors
The Company's non-employee directors are paid $250 for each Board of
Directors meeting attended. On August 26, 1993, the Company's Board of Directors
approved a Non-Employee Director's Stock Option Plan which provides for the
issuance of a maximum of 75,000 shares of the Company's common stock pursuant to
the exercise of options granted under the Plan. The Plan provides that each
non-employee director will be issued an option to purchase 5,000 shares of the
Company's common stock on the date of the Company's Annual Meeting of
Stockholders, commencing in 1994. After an option is granted, it will be
exercisable for a period of five years. The Options granted under this plan are
exercisable at $1.85 per share. This Non-Employee Director's Stock Option Plan
was approved by the Company's stockholders at the Annual Meeting of Stockholders
held December 10, 1993.
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Effective September 1, 1996, the Company's Board of Directors approved an
additional 25,000 options to be granted, 5,000 shares each to Non-Employee
Directors on the date of the Company's Annual Meeting of Stockholders in 1997.
After these options are granted, they will be exercisable for a period of five
years. The Options granted under this additional plan are exercisable at $1.07
per share, which is deemed to have been the fair market value of the Company's
common stock on September 1, 1996, the date the plan was approved and enacted.
(See "Proposal 2.")
Stock Incentive Plan
On December 21, 1992, the Company's Board of Directors approved a Stock
Incentive Plan (the "Plan") which provides for the issuance of a maximum of
270,000 shares of the Company's common stock pursuant to the exercise of options
granted under the Plan. Options granted under the Plan are intended to comply
with Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
On May 9, 1994, the Plan was amended by the Board of Directors. Such amendments
did not increase the number of options which may be issued, change the persons
who may be granted options, or in any way materially affect the Plan. The Plan
is administered by the Board of Directors or a committee of the Board which
selects the persons to whom options are granted and the terms of the options.
The Plan provides that the option price may not be less than 100% of the fair
market price on the date the option is granted and that no option may be
exercisable for longer than 10 years. The Plan was approved by the Company's
stockholders at the Annual Meeting of Stockholders held December 10, 1993.
Options under the Plan may be granted to directors and key employees of the
Company. To date, one officer has been granted options under the Plan. This
employee was not an officer in November, 1993 at the time that the options were
granted. The shares of common stock underlying the options granted under the
Plan were registered by the Company with the filing of Form S-8 dated August 31,
1994, which is incorporated herein by reference.
Options Granted under the Plan. As of November 24, 1997, the following
options have been granted under the Plan:
On March 1, 1993, options to purchase an aggregate of 18,000 shares
were granted to three employees of the Company, none of whom were officers
or directors at the time of the grant. Such options are exercisable at
$1.75 per share for a period of 7 years commencing one year from the date
such options were granted and subject to certain provisions of the Plan.
As of November 24, 1997, 14,000 of these options have been exercised and
4,000 were still outstanding.
On November 11, 1993, options to purchase a total of 49,000 shares
were granted to 11 employees of the Company, none of whom were officers or
directors of the Company at the time of the grant. Such options are
exercisable at $1.85 per share. Subsequently, 11,000 of these options
canceled pursuant to the terms of the Plan when the optionee's' employment
with the Company terminated. As of November 24, 1997, 13,000 of these
options have been exercised and 25,000 were still outstanding.
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On June 8, 1994, options to purchase a total of 20,000 shares were
granted to two employees of the Company, neither of whom were officers or
directors of the Company at the time of the grant. Both such options are
exercisable at $6.03 per share. Subsequently, 10,000 of these options
canceled pursuant to the terms of the Plan when one of the optionee's
employment with the Company terminated. As of November 24, 1997, 10,000 of
these options were still outstanding.
On July 12, 1994, options to purchase a total of 90,000 shares were
granted to four employees of CyclO3PSS Textile Systems, Inc., a
wholly-owned subsidiary of the Company. None of these optionees were
officers or directors of the Company at the time of the grant. All such
options are exercisable at $6.03 per share. Subsequently, 69,000 of these
options were canceled pursuant to the terms of the Plan when three of the
optionees' employment with the Company terminated. As of November 24,
1997, 21,000 of these options were still outstanding.
On September 15, 1994, options to purchase a total of 45,000 shares
were granted to three employees of CyclO3PSS BioChemical Corporation, a
wholly-owned subsidiary of the Company, none of whom were officers or
directors of the Company at the time of the grant. These options are
exercisable at $6.03 per share. Subsequently, 21,000 of these options were
canceled pursuant to the terms of the Plan when one of the optionee's
employment with the Company terminated. As of November 24, 1997, 24,000 of
these options were still outstanding.
On January 1, 1995, options to purchase a total of 45,000 shares
were granted to ten employees of the Company, none of whom were officers
or directors of the Company at the time of the grant. All such options are
exercisable at $5.44 per share. Subsequently, 24,000 of these options were
canceled pursuant to the terms of the Plan when five (5)of the optionees'
employment with the Company terminated. As of November 24, 1997, 21,000 of
these options were still outstanding.
On February 29, 1996, options to purchase a total of 44,500 shares
were granted to 12 employees of the Company, none of whom were officers or
directors at the time of the grant. All such options are exercisable at
$5.44 per share. Subsequently, 24,500 of these options were canceled
pursuant to the terms of the Plan when the employment of 7 (seven) of the
optionees' with the Company terminated. As of November 24, 1997, 20,000 of
these options were still outstanding.
On September 15, 1996, options to purchase a total of 7,000 shares
were granted to two employees of the Company, neither of whom were
officers or directors at the time of the grant. These options are
exercisable at $0.9375 per share. As of November 24, 1997, all 7,000 of
these options were still outstanding.
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On March 16, 1997, options to purchase a total of 10,000 shares were
granted to an employee of the Company who was not an officer or director
at the time of the grant. These options are exercisable at $1.26 per share
and are still outstanding as of November 24, 1997.
On March 25, 1997, options to purchase a total of 6,000 shares were
granted to an employee of the Company who was not an officer or director
at the time of the grant. These options are exercisable at $1.25 per share
and are still outstanding as of November 24, 1997.
On June 5, 1997, options to purchase a total of 15,000 shares were
granted to an employee of the Company who was not an officer or director
at the time of the grant. These options are exercisable at $.9375 per
share and are still outstanding as of November 24, 1997.
PROPOSAL 2: RATIFICATION OF SELECTION OF AUDITORS
The accounting firm of Ernst & Young, LLP audited the Company's financial
statements for the year ended February 28, 1997. The Board of Directors desires
to continue the services of Ernst & Young, LLP for the year ending February 28,
1998. The affirmative vote of the holders of a majority of the shares of common
stock represented in person or by proxy at the Meeting is required to ratify the
selection of Ernst & Young, LLP as the Company's independent certified public
accountant.
Recommendation of Board of Directors
The Board of Directors recommends a vote FOR the proposal to ratify the
selection of Ernst & Young, LLP as the Company's independent certified public
accountant for the year ending February 28, 1998.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16 of the Exchange Act requires the filing of reports for sales of
the Company's common stock made by officers, directors, and 10% or greater
shareholders. A Form 4 must be filed within 10 days after the end of the
calendar month in which a sale or purchase occurred. Based upon review of Forms
4 filed with the Company, the following disclosure is required in this Proxy
Statement:
The only transaction during the fiscal year of which the Company is aware
wherein securities of the Company were purchased or sold by persons subject to
Section 16(a) was a single transaction on October 4, 1996 wherein John M.
Williams (Chairman, Director and CEO) exercised an option to purchase shares
from Robert J. Wrigley (Director) pursuant to an option entered into on October
4, 1991. Forms 4 were filed by these individuals. However, this transaction was
not subject to Rule 16 because the option was granted more than two years prior
to the Company becoming a "reporting company".
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RIGHTS OF DISSENTING SHAREHOLDERS
The matters to be considered and acted upon at the Meeting do not create
any dissenting shareholders rights under Delaware corporation law.
STOCKHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1998 Annual
Meeting must be received by the Company by August 7, 1998 to be considered for
inclusion in the proxy statement and form of proxy relating to the 1998 Meeting.
ANNUAL REPORT
The Company's Annual Report for the year ended February 28, 1997, is being
mailed to stockholders with this Proxy Statement.
GENERAL
Management of the Company does not know of any matters other than the
foregoing that will be presented for consideration at the Meeting. However, if
other matters properly come before the Meeting, it is the intention of the
persons named in the enclosed proxy to vote thereon in accordance with their
judgment.
The entire cost of soliciting management proxies will be borne by the
Company. Proxies will be solicited by mail and may be solicited personally by
directors, officers or regular employees of the Company, who will not be
compensated for their services. The Company will reimburse banks, brokerage
firms, and other custodians, nominees and fiduciaries for reasonable expenses
incurred in sending proxy material to their proposals and obtaining their
proxies. A professional proxy solicitor will not be engaged.
Whether or not you expect to be present at the meeting, please sign the
accompanying form of proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ William R. Stoddard
William R. Stoddard
Chief Executive Officer
December 5, 1997
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PROXY
CYCLO3PSS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
January 13, 1998
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints William R. Stoddard, CEO and director of
Cyclo3pss Corporation, or any member of the Board of Directors with power of
substitution, to represent and vote on behalf of the undersigned, all shares of
common stock of Cyclo3pss Corporation which the undersigned is entitled to vote
at the Annual Meeting of Stockholders to be held on January 13, 1998, at 10:30
a.m., and at any adjournment or adjournments thereof, hereby revoking all
proxies heretofore given with respect to such stock, upon the following
proposals more fully described in the Proxy Statement for the meeting, receipt
of which is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR (1) and (2).
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below NO AUTHORITY
(except as marked to the to vote for all nominees listed
contrary below) ____ below ____
</TABLE>
William R. Stoddard, Robert J. Wrigley, Steve Sarich, Jr., John Herzog and
J. Bruce Baily.
INSTRUCTION: To withhold authority to vote for any individual nominee write that
nominee's name on the space provided below.
- -----------------------------------------.
2. Approval of Auditors. Proposal to approve the appointment of Ernst &
Young, LLP as the independent public accountant of the Company.
For ____ Against ____Abstain ____
IN THEIR DISCRETION, Proxy holders are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL PROPOSALS SET FORTH ABOVE.
Please sign exactly as the name appears on your stock certificate. When
shares are held by joint tenants, both should sign. Please return this Proxy in
the enclosed envelope.
Dated:____________________ __________________________________
Signature
__________________________ __________________________________
Number of shares owned Please print name clearly
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CYCLO3PSS CORPORATION
3646 West 2100 South
Salt Lake City, UT 84120
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held January 13, 1998
TO THE STOCKHOLDERS OF CYCLO3PSS CORPORATION
The Annual Meeting of the Stockholders of Cyclo3pss Corporation (the
"Company"), will be held at the Company's offices located at 3646 West 2100
South, Salt Lake City, UT 84120 on January 13, 1998, at 10:30 a.m. local time,
for the following purposes:
1. To elect five (5) directors to serve until the 1998 Annual Meeting
of Stockholders or until their successors shall have been duly
elected and qualified.
2. To ratify the selection of Ernst & Young, LLP as the Company's
independent accountant for the fiscal year ending February 28, 1998.
3. To transact such other business as may come before the meeting or
any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on November 24,
1997 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting and any adjournments thereof. Consequently, only
holders of common stock of record on the transfer books of the Company at the
close of business on November 24, 1997 will be entitled to notice of and to vote
at the meeting.
By Order of the Board of Directors
of Cyclo3pss Corporation
William R. Stoddard
Chief Executive Officer
Salt Lake City, Utah
Dated: December 5, 1997
All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign and
return the enclosed proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any shareholder attending the meeting may
vote in person even if he or she has returned a proxy.
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