GLAS-AIRE INDUSTRIES GROUP LTD.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 4, 2000
Notice is hereby given that the Annual Meeting (the "Meeting") of the
Shareholders (the "Shareholders") of Glas-Aire Industries Group Ltd., a Nevada
corporation ("Glas-Aire" or the "Company"), will be held at 10:00 a.m., local
time, on December 4, 2000, at the Westin Hotel Tabor Center Denver, 1627
Lawrence Street, Denver, Colorado 80202, and any adjournments or postponements
thereof (the "Annual Meeting") for the following purposes:
1. To elect the following six (6) persons to serve as directors of
Glas-Aire until the next Annual Meeting of Shareholders and thereafter
until their successors shall have been elected and qualified: William
R. Ponsoldt, Sr., Alex Y. W. Ding, Chris G. Mendrop, Marc Baldinger,
Todd M. Garrett, and Craig Grossman; and
2. To consider and act upon such other business as may properly come
before the Meeting or any adjournments thereof.
Only Shareholders of record at the close of business on November 7, 2000,
shall be entitled to notice of and to vote at the meeting or any adjournments
thereof. All Shareholders are cordially invited to attend the Meeting in person.
By Order of the Board of Directors
November 7, 2000
Denver, Colorado Alex Y. W. Ding, President
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES OF COMMON
STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A RETURN
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED
FOR THAT PURPOSE.
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GLAS-AIRE INDUSTRIES GROUP LTD.
3137 Grandview Highway
Vancouver, British Columbia V5M 2E9
Canada
PROXY STATEMENT
DATED NOVEMBER 7, 2000
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 4, 2000
GENERAL
This Proxy Statement is being furnished to the shareholders of Glas-Aire
Industries Group Ltd., a Nevada corporation ("Glas-Aire" or the "Company"), in
connection with the solicitation of proxies by the Board of Directors of
Glas-Aire (the "Board of Directors") from holders (the "Shareholders") of
outstanding shares of common stock, $0.01 par value, of Glas-Aire (the "Common
Stock"), for use at the Annual Meeting of the Shareholders to be held at 10:00
a.m., local time, on December 4, 2000, at the Westin Hotel Tabor Center Denver,
1627 Lawrence Street, Denver, Colorado 80202 and any adjournments or
postponements thereof (the "Annual Meeting"). This Proxy Statement, Notice of
Annual Meeting of Shareholders, and the accompanying Proxy Card are first being
mailed to shareholders on or about November 8, 2000.
VOTING SECURITIES AND VOTE REQUIRED
Only Shareholders of record at the close of business on November 7, 2000
(the "Record Date") are entitled to notice of and to vote the shares of Common
Stock held by them on such date at the Meeting or any and all adjournments
thereof. As of the Record Date, 2,430,569 shares of Common Stock were
outstanding (not including 207,018 treasury shares). There was no other class of
voting securities outstanding at that date.
Each share of Common Stock held by a Shareholder entitles such Shareholder
to one vote on each matter that is voted upon at the Meeting or any adjournments
thereof.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting. Assuming that a quorum is present, the affirmative vote
of the majority of the shares of Common Stock represented at the Meeting in
person or by proxy and entitled to vote on the subject matter will be required
to elect each of the six nominees for directors of Glas-Aire.
Abstentions and broker "non-votes" will be counted toward determining the
presence of a quorum for the transaction of business; however, abstentions will
have the effect of a negative vote on the proposals being submitted. Abstentions
may be specified on all proposals. A broker "non-vote" will have no effect on
the outcome of any of the proposals.
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If the accompanying proxy is properly signed and returned to Glas-Aire and
not revoked, it will be voted in accordance with the instructions contained
therein. Unless contrary instructions are given, the persons designated as proxy
holders in the accompanying Proxy will vote "FOR" the election of the six
nominees for directors of Glas-Aire, and as recommended by the Board of
Directors with regard to any other matters or, if no such recommendation is
given, in their own discretion. Glas-Aire's executive officers and directors
have advised Glas-Aire that they intend to vote their shares (including those
shares over which they hold voting power), representing approximately 55.74% of
the outstanding shares of Common Stock, in favor of the election of the six
nominees for directors of Glas-Aire. Included in this amount are the shares held
by Regency Affiliates, Inc. and other entities associated with Mr. William
Ponsoldt, the Chairman of the Board and Chief Executive Officer of Glas-Aire.
Each Proxy granted by a Shareholder may be revoked by such Shareholder at any
time thereafter by writing to the Secretary of Glas-Aire prior to the Meeting,
or by execution and delivery of a subsequent Proxy or by attendance and voting
in person at the Meeting, except as to any matter or matters upon which, prior
to such revocation, a vote has been cast pursuant to the authority conferred by
such Proxy.
The cost of soliciting these Proxies, consisting of the printing, handling,
and mailing of the Proxy and related material, and the actual expense incurred
by brokerage houses, custodians, nominees, and fiduciaries in forwarding proxy
materials to the beneficial owners of the shares of Common Stock, will be paid
by Glas-Aire.
In order to assure that there is a quorum, it may be necessary for certain
officers, directors, regular employees, and other representatives of Glas-Aire
to solicit Proxies by telephone or telegraph or in person. These persons will
receive no extra compensation for their services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of October 31, 2000, the beneficial
ownership of the Company's Common Stock by each person known to the Company to
own beneficially more than 5% of the Company's Common Stock and by the officers
and directors of the Company, individually and as a group. Unless otherwise
stated below, each such person has sole voting and investment power with respect
to all such shares of Common Stock.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class(1)
------------------------------ -------------------- ----------
William R. Ponsoldt 1,225,105(2)(4) 50.2%
729 South Federal Highway #307
Stuart, Florida 34994
Alex Ding 129,384(3) 5.3%
3137 Grandview Highway
Vancouver, B.C.
Canada V5M 2E9
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Chris G. Mendrop 11,489(4) 0.47%
1860 Blake Street #500
Denver, Colorado 80202
Marc Baldinger 11,489(4) 0.47%
850 Lighthouse Drive
Palm City, Florida 34990
Todd M. Garrett 11,489(4) 0.47%
201 Marsala Drive
Newport Beach, California 92660
Craig Grossman 11,489(4) 0.47%
7500 East Arapahoe Road #101
Englewood, Colorado 80112
Omer Esen 8,225 0.34%
3137 Grandview Highway
Vancouver, B.C.
Canada V5M 2E9
Linda Kwan 6,170 0.25%
3137 Grandview Highway
Vancouver, B.C.
Canada V5M 2E9
Directors and executive officers
as a group (8 persons) 1,414,840(3)(4) 56.8%
------------------------------
(1) Excludes (i) 68,000 shares of Common Stock issuable upon exercise of the
Representative's Warrants issued in conjunction with the public offering
completed in May 1996 and (ii) 320,000 shares of Common Stock reserved for
issuance under the Company's Stock Option Plans.
(2) Includes 1,213,616 shares beneficially owned by Regency. Mr. William
Ponsoldt, Sr. serves as President, Chief Executive Officer, and Chairman of
the Board of Directors of Regency and has voting control of these shares.
(3) Includes 106,943 shares sold by the numbered company controlled by Alex
Ding in September 1998 to his mother, Ms. Sik Chun Fei. Mr. Ding may be
deemed to be the beneficial owner, although not the record owner, of those
shares.
(4) Includes options to purchase 10,000 shares granted to each of the directors
on November 4, 1999 (i.e., an aggregate of 60,000 shares).
Change in Control
On April 16, 1999, Edward Ting, the Chairman of the Board of Directors of
Glas-Aire Industries Group Ltd. ("Glas-Aire"), and Viola Ting, Mr. Ting's wife
and a director of Glas-Aire, sold an aggregate of 513,915 shares of the $0.01
par value common stock of Glas-Aire to Speed.com, Inc. ("Speed.com"), a Delaware
corporation, in a private transaction. Speed.com is a wholly-owned subsidiary of
Regency Affiliates, Inc. ("Regency"), also a Delaware corporation.
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The purchase price for the shares was $1,863,000. $1,213,000 of the
purchase price for the shares was paid in cash, and the balance of $650,000 was
paid in the form of a promissory note due January 1, 2000, bearing interest at
the rate of 7.5%. The indebtedness evidenced by the promissory note was secured
by a first priority security interest in 200,000 of the shares purchased by
Speed.com. In addition, payment of the indebtedness evidenced by the promissory
note was guaranteed by William R. Ponsoldt, President and a director of
Speed.com and President, Chief Executive Officer, and Chairman of the Board of
Directors of Regency. The promissory note has been paid in full.
The cash in the amount of $1,213,000 was borrowed from National Trust
Company, an affiliate of Statesman Group, Inc. ("Statesman") which is a
controlling shareholder of Regency. The loan is unsecured and is due on demand.
Subsequent to the transfer of the 513,915 shares, Speed.com owned,
beneficially and of record, approximately 32.25% of the then-outstanding shares
of Glas-Aire, including 3,000 shares previously purchased on the market.
On August 2, 1999, Regency acquired 41,600 shares of the common stock of
Glas-Aire on the open market for $119,619. The funds were provided by an
affiliate of Statesman on an unsecured basis.
On August 6, 1999, Regency sold 2,852,375 shares of its common stock to
Glas-Aire for cash of $1,967,960 and 86,000 shares of Glas-Aire common stock for
an aggregate consideration of $2,281,900. The Company estimates that of the
$1,967,960 paid in cash to Regency, approximately $567,714 may be attributed to
the Company's public offering that was closed in May 1996 and which yielded net
proceeds of $2,652,699. The use of these funds from the Company's public
offering constituted a material change from the use described in the Company's
Prospectus.
On September 23, 1999, Regency closed a common stock exchange agreement
with certain shareholders of Glas-Aire. Under the agreement, Regency, in a
private transaction, issued 1,188,000 shares of its restricted common stock to
such shareholders in exchange for 288,000 Glas-Aire common shares held by the
shareholders. With the closing of the agreement, Regency owned approximately
51.3% of the then-outstanding common shares of Glas-Aire.
Pursuant to the Contract for the Purchase and Sale of Securities, Edward
Ting and Clement Cheung resigned as directors of Glas-Aire and, by consent
minutes dated April 16, 1999, William R. Ponsoldt, Sr. and Marc H. Baldinger
were elected to fill the vacancies created by their resignations. Subsequently,
Todd Garrett and Craig Grossman were elected to the Board of Directors at the
request of Regency.
BOARD COMMITTEES
----------------
On March 2, 1998, the Board of Directors established, and has since
maintained, an Independent Audit Committee to (i) review and approve the scope
of audit procedures employed by Glas-Aire's independent auditors; (ii) review
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and approve the audit reports rendered by Glas-Aire's independent auditors;
(iii) approve the audit fee charged by the independent auditors; (iv) report to
the Board of Directors with respect to such matters; (v) recommend the selection
of independent auditors; and (vi) discharge such other responsibilities as may
be delegated to it from time to time by the Board for an Audit Committee of the
Board of Directors. Clement Cheung and Chris G. Mendrop, the independent
directors of the Corporation, were appointed members of the newly established
Independent Audit Committee.
On April 16, 1999, Clement Cheung resigned as a director of Glas-Aire and
was replaced by Marc H. Baldinger, who was designated an independent director of
Glas-Aire to replace Mr. Cheung in that capacity and appointed a member of the
Independent Audit Committee to fill the vacancy on that Committee created by Mr.
Cheung's resignation. By Board consent dated January 3, 2000, Todd Garrett, a
director of the Company, was appointed an additional member of the Independent
Audit Committee. Messrs. Mendrop, Baldinger, and Garrett are the current members
of the Independent Audit Committee.
The Company also maintains a Compensation Committee consisting of Messrs.
Grossman and Baldinger. The purpose of the Compensation Committee is to address
compensation issues for senior members of the Company.
COMPENSATION OF OFFICERS AND DIRECTORS
--------------------------------------
The following table summarizes all compensation paid to the Chief Executive
Officer and the President of the Company for services rendered to the Company
during the last three fiscal years. The amount of compensation paid to each of
the other executive officers as total annual salary and bonus does not exceed
$100,000.
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------------------------------------
Fiscal year
ended Annual Other
Name and principal position January 31, Salary Bonus Compensation
--------------------------- ----------- ------ ----- ------------
<S> <C> <C>
William R. Ponsoldt 2000 $ 3,500(1)
Chairman of the Board,
Chief Executive Officer
Edward Ting 2000 $17,702 $12,000(2)
Retired Chief Executive Officer 1999 $13,528 $48,000(2)
Retired Chairman of the Board 1998 $ 5,140 $48,000(2)
Alex Y. W. Ding 2000 $83,170 $22,046(3) $ 3,500(1)
President, Chief Operating Officer 1999 $57,575 $13,528(3)
1998 $51,097 $ 5,140(3)
</TABLE>
---------------------------------------
(1) Represents fees of $3,500 paid in connection with services as a director of
the Company, including $2,500 as an annual cash payment and $1,000 as a
payment for attending the annual meeting of shareholders.
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(2) Represents consulting fees paid by the Company to Mr. Ting during the
fiscal year ended January 31, 2000. Mr. Ting was paid a bonus of $17,702
during the fiscal year ended January 31, 2000, $13,528 and $5,140 in 1999
and 1998 pursuant to the Company's profit sharing program described below.
(3) Mr. Ding was paid these bonuses pursuant to the Company's profit sharing
program described below.
Employment Agreements. Effective August 1, 2000, the Company entered into
amended and restated employment agreements with Alex Ding, Omer Esen and Linda
Kwan. The agreements are for two-year terms. Under those employment agreements,
Messrs. Ding, Esen and Ms. Kwan are entitled to base annual compensation of
$150,000(Can.), $100,000(Can.) and $80,000(Can.), respectively. In addition to
base compensation, Messrs. Ding, Esen and Ms. Kwan will be entitled to
participate in the Company's newly adopted Executive Compensation Plan described
below.
Executive Incentive Compensation Plan. On August 1, 2000, The Compensation
Committee of the Board of Directors approved and established an Executive
Incentive Compensation Plan (the "Executive Compensation Plan") that was to be
effective for the fiscal year beginning on February 1, 2000. The purpose of the
Executive Compensation Plan is to help the Company employ and retain key
executive officers. The Executive Compensation Plan has three components--base
salary, cash incentive, and an incentive stock option award. The cash incentive
portion shall be based upon the Company achieving annual earnings goals
("Incentive Goal") based upon earnings before income taxes including only the
earnings derived from the Company and its consolidated subsidiaries. For the
fiscal year ending January 31, 2001, the Incentive Goal is $1,283,500. Each of
Alex Ding, Omer Esen and Linda Kwan shall be entitled to a cash incentive that
is based upon achieving at least 100% of the Incentive Goal. If 100% of the
Incentive Goal is achieved then each will receive a cash bonus equal to 38.5% of
their base salary. If 125% of the Incentive Goal is achieved then each will
receive a cash bonus equal to 57.75% of their base salary, and if 150% of the
Incentive Goal is achieved then each will receive a cash bonus equal to 77% of
their base salary. Under no circumstances will actual bonuses for any fiscal
year exceed 25% of the Company's Net Income (after taxes) or Earnings Applicable
to Common Stock (as appropriate). The Incentive Stock Option Award portion of
the Executive Compensation Plan provides for the award of incentive options to
Messrs. Ding and Esen and Ms. Kwan based upon the Company achieving 100% of the
Incentive Goal. If the Incentive Goal is achieved, then the Compensation
Committee shall cause to be set aside options equal to 5% of the Company's
outstanding shares for awards to employees, with 70% of those options being
available to Messrs. Ding and Esen and Ms. Kwan, 10% of the entire option pool
is available for issuance to the Chairman, provided that the Chairman is not
compensated by a salary. Any options granted will vest as follows: 1/3 on the
date of grant, 1/3 on the first anniversary of the date of grant, and 1/3 on the
second anniversary of the date of grant.
Directors. The Company paid $3,500 to each of six directors (employee and
non-employee) during the fiscal year ended January 31, 2000, as compensation for
serving as directors. At the Annual Meeting on November 4, 1999, the
shareholders approved a directors' compensation plan that provides for the
following:
o An annual retainer for directors of $10,000, payable one-half in cash
and one-half in Glas-Aire Common Stock, such stock to be valued at the
average bid price for the Common Stock for the 30 days preceding their
election to the Board.
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o A cash fee of $125 per hour for each Board, Committee, or
Shareholders' meeting attended; provided that multi-day meetings and
specific consultations with Glas-Aire's executive management lasting
at least eight hours are compensated on a flat per diem rate of
$1,000.
o An annual award of an option to purchase 10,000 shares of Glas-Aire's
Common Stock, at fair market value on date of grant. Options granted
under this provision expire five years from the date of grant, are
exercisable in cash, property, or on a cashless basis, and contain
anti-dilution provisions.
On November 4, 1999, each of the Company's six directors received an option
to purchase 10,000 shares of the Company's Common Stock at an exercise price of
$4.50 per share pursuant to the director's compensation plan approved by the
shareholders on that date. The options expire on November 3, 2004.
Option Plans. The Board of Directors of the Company has adopted an
Incentive Stock Option Plan (the "Qualified Plan") which provides for the grant
of options to purchase an aggregate of not more than 160,000 shares of the
Company's Common Stock. The purpose of the Qualified Plan is to make options
available to management and employees of the Company in order to provide them
with a more direct stake in the future of the Company and to encourage them to
remain with the Company. The Qualified Plan provides for the granting to
management and employees of "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986 (the "Code").
The Board of Directors of the Company has adopted a Non-Qualified Stock
Option Plan (the "Non-Qualified Plan") which provides for the grant of options
to purchase an aggregate of not more than 160,000 shares of the Company's Common
Stock. The purpose of the Non-Qualified Plan is to provide certain key
employees, independent contractors, technical advisors and directors of the
Company with options in order to provide additional rewards and incentives for
contributing to the success of the Company. These options are not incentive
stock options within the meaning of Section 422 of the Code.
The Qualified Plan and the Non-Qualified Plan (the "Stock Option
Plans") are administered by a committee (the "Committee") appointed by the Board
of Directors which determines the persons to be granted options under the Stock
Option Plans and the number of shares subject to each option. No options granted
under the Stock Option Plans will be transferable by the optionee other than by
will or the laws of descent and distribution and each option will be
exercisable, during the lifetime of the optionee, only by such optionee. Any
options granted to an employee will terminate upon his ceasing to be an
employee, except in limited circumstances, including death of the employee, and
where the Committee deems it to be in the Company's best interests not to
terminate the options.
The exercise price of all incentive stock options granted under the
Qualified Plan must be equal to the fair market value of such shares on the date
of grant as determined by the Committee, based on guidelines set forth in the
Qualified Plan. The exercise price may be paid in cash or (if the Qualified Plan
shall meet the requirements of rules adopted under the Securities Exchange Act
of 1934) in Common Stock or a combination of cash and Common Stock. The term of
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each option and the manner in which it may be exercised will be determined by
the Committee, subject to the requirement that no option may be exercisable more
than 10 years after the date of grant. With respect to an incentive stock option
granted to a participant who owns more than 10% of the voting rights of the
Company's outstanding capital stock on the date of grant, the exercise price of
the option must be at least equal to 110% of the fair market value on the date
of grant and the option may not be exercisable more than five years after the
date of grant. The exercise price of all stock options granted under the
Non-Qualified Plan must be equal to at least 80% of the fair market value of
such shares on the date of grant as determined by the Committee, based on
guidelines set forth in the Non-Qualified Plan.
CERTAIN TRANSACTIONS
--------------------
On March 31, 1998, Glas-Aire granted a bank a security interest in a
$500,000 deposit as collateral for the issuance of a standby letter of credit
(the "LC") to one of the suppliers to a wholly-owned subsidiary of Electrocon
International Inc. ("EII"). Mr. Edward Ting, the then chairman of the board, and
Mr. Clement Cheung, then a member of the Board of Directors, are officers and
directors of EII. As consideration for Glas-Aire agreeing to provide the
security for the LC, EII agreed as follows: (i) to issue Glas-Aire a warrant
exercisable for a period of five years from March 25, 1998, to purchase 250,000
shares of common stock of EII at an exercise price of $1.00 per share during the
first year, $1.10 per share during the second year, $1.20 per share during the
third year, $1.50 per share during the fourth year and $1.75 per share during
the fifth year; (ii) to pay Glas-Aire a fee in the amount of 1% of the
collateral, or $5,000, payable to Glas-Aire in advance for the six-month period
beginning on the date the LC was issued by the Bank, and an additional fee of
1%, also payable in advance, for the six-month period immediately following the
initial six-month period, if Glas-Aire's collateral continued to be utilized for
the LC, with the understanding that the collateral would be made available by
Glas-Aire to collateralize the LC for a period not to exceed one year; and (iii)
the pledge to Glas-Aire by Edward Ting of all shares of Glas-Aire common stock
currently held by him, his wife or under his control. Subsequently, the Board of
Directors approved a loan in the principal amount of $500,000 to EII secured by
100% of Edward Ting's Glas-Aire stock. EII used the proceeds of the loan to,
among other things, cause the bank to release Glas-Aire's $500,000 security
deposit that was being used as collateral for the LC. On April 16, 1999, the
loan (including principal and interest) was paid in full by Edward Ting and
Glas-Aire assigned the promissory note from EII to Mr. Ting.
On April 16, 1999, Edward Ting, the then chairman of the Board of Directors
of Glas-Aire, and Viola Ting, Mr. Ting's wife, sold an aggregate of 513,915
shares of Glas-Aire Common Stock, constituting approximately 35.8% of the then
outstanding shares, to Speed.com, Inc. in a private transaction. Speed.com, Inc.
is a wholly-owned subsidiary of Regency Affiliates, Inc. The transaction
constituted a change in control of Glas-Aire. As a result of the change in
control and pursuant to the Contract for the Purchase and Sale of Securities,
Edward Ting resigned as an officer and director of Glas-Aire and Mr. William
Ponsoldt, Sr., the president and a director of Speed.com and the president,
chief executive officer, and chairman of the board of directors of Regency, was
elected to the Glas-Aire Board of Directors. The consideration paid for the
shares was $1,213,000 in cash and a promissory note in the principal amount of
$650,000 which became due and was paid on January 1, 2000, and which bore
interest at the rate of 7.5%. The indebtedness evidenced by the promissory note
was secured by a first priority security interest in 200,000 of the shares
purchased by Speed.com and was guaranteed by Mr. Ponsoldt. In August 1999,
Glas-Aire purchased 2,852,375 newly issued shares of Regency common stock. The
consideration paid for that stock was 86,000 newly issued shares of Glas-Aire
Common Stock, plus $1,968,000 cash.
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PROPOSAL 1
----------
ELECTION OF SIX (6) PERSONS
TO SERVE AS DIRECTORS OF THE COMPANY
Glas-Aire's directors are elected annually to serve until the next Annual
Meeting of Shareholders and thereafter until their successors shall have been
elected and qualified. The number of directors presently authorized by the
Articles of Incorporation of Glas-Aire is not less than one (1) nor more than
seven (7).
Unless otherwise directed by Shareholders, the proxy holders will vote all
shares represented by proxies held by them for the election of the following
nominees, all of whom are now members and constitute Glas-Aire's Board of
Directors. Glas-Aire is advised that all nominees have indicated their
availability and willingness to serve if elected. In the event that any nominee
becomes unavailable or unable to serve as a director of Glas-Aire prior to the
voting, the proxy holders will vote for a substitute nominee in the exercise of
their best judgment.
Information Concerning Nominees
William R. Ponsoldt, Sr. has been a director of Glas-Aire since April 16,
1999, and has served as chief executive officer and chairman of the Board of
Directors since April 17, 1999. Mr. Ponsoldt is the chairman of the board, chief
executive officer, and president of Regency Affiliates, Inc. Mr. Ponsoldt has
been a director of Regency since June 1996, the chairman of the board since
August 1996, and president and chief executive officer since June 1997. During
the past five years, Mr. Ponsoldt has served as the portfolio manager for
several hedge funds.
Alex Yie Wie Ding has served as President of Glas-Aire since February 1995,
and as Chief Operating Officer and Treasurer since June 1996. From 1991 until
February 1995, Mr. Ding served as Glas-Aire's General Manager. Mr. Ding has been
a director of Glas-Aire since 1991. Mr. Ding's responsibilities include managing
and advising senior staff, as well as manufacturer representative agencies, on a
variety of important issues. He is also responsible for new business
development, analysis and evaluation of major projects, and maintaining high
level contact with key customers. From September 1988 to June 1991, Mr. Ding was
General Manager of Hing Wor Inc., a clothing manufacturer based in Montreal. Mr.
Ding serves on the board of the Better Business Bureau of the Lower Mainland of
British Columbia, and he is the president of Sunbrite Business Association. Mr.
Ding has a bachelors degree (1984) in civil engineering and a post-graduate
diploma in management (MBA Level 1, 1986), both from McGill University.
Chris G. Mendrop has been a director of Glas-Aire since its inception. He
is the chief executive officer of Blake Street Group LLC, Blake Street
Securities LLC, and Blake Street Advisors LLC (collectively the "Blake Street
Group"). He has served as the chief executive officer of each of the companies
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included in the Blake Street Group since those companies were formed in January,
March, and July 1998. From July 1992 until January 1998, Mr. Mendrop was the
chief executive officer of Corporate Development Capital, Inc., an investment
advisory and financial consulting firm located in Denver, Colorado. Mr. Mendrop
holds a Bachelor of Science degree in economics from Colorado State University
and a Masters of Business Administration degree in finance from the University
of Colorado.
Marc Baldinger has served as a director of Glas-Aire since April 16, 1999.
Mr. Baldinger is a senior officer in financial services for Riverside National
Bank, located in Palm City, Florida, and is responsible for portfolio
management, asset allocation, and investment selection for Riverside's Trust
Department. He has been employed by Riverside since November 1996. From January
1994 to November 1996, Mr. Baldinger was employed as a certified financial
planner for American Express Financial Advisors, Inc. and Linsco Private Ledger.
Mr. Baldinger has a broad background in financial management and planning. Prior
to entering the financial planning business, Mr. Baldinger was the president of
Supreme Petroleum Company, which was a petroleum trading company.
Todd M. Garrett has served as a director of Glas-Aire since May 21, 1999.
Mr. Garrett currently works as an investment advisor in the Private Client
Department in the corporate headquarters of Cruttenden Roth, Incorporated in
Newport Beach, California. Mr. Garrett specializes in formulating investment
strategies through the selection of optimal investment combinations tailored to
client needs and objectives. His managed portfolios comprise both high net worth
individuals and institutional investors. Mr. Garrett has worked in the
investment industry for more than eight years. Furthermore, he has worked for
several investment banks that include Kidder Peabody & Co., Lehman Brothers,
Fidelity Investments, and Sutro & Co. Mr. Garrett holds a Bachelor of Arts
degree in business economics from San Diego State University with an emphasis in
finance and accounting. Mr. Garrett is a member of the Association for
Investment Management and Research (AIMR) and is currently pursuing the
Chartered Financial Analyst (CFA) designation.
Craig Grossman has served as a director of Glas-Aire since May 21, 1999.
Since July 1998, Mr. Grossman has been the chief executive officer of On-Line
Mortgage Services, Inc. ("OMS"), a licensed retail mortgage broker in eleven
states. OMS provides retail residential mortgages on the Internet and through
other retail channels. From September 1995 to July 1998, Mr. Grossman was vice
president of business development for CMP Mortgage Company (a subsidiary of JRMK
Companies) which is a large privately owned mortgage broker in Colorado. From
May 1994 to September 1995, Mr. Grossman was president and a member of the board
of directors of Regency Affiliates, Inc. Mr. Grossman has extensive experience
in real estate development and in the real estate industry.
No family relationship exists among any of the named directors and
executive officers. Except as described herein, no arrangement or understanding
exists between any such director or officer and any other persons pursuant to
which any director or executive officer was elected as a director or executive
officer of Glas-Aire.
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<PAGE>
Board Recommendation
The Board recommends a vote FOR the election of each of the six nominees
for directors of Glas-Aire.
GENERAL
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Other Matters
The Board of Directors does not know of any matters that are to be
presented at the Annual Meeting of Shareholders other than those stated in the
Notice of Annual Meeting and referred to in this Proxy Statement. If any other
matters should properly come before the Meeting, it is intended that the proxies
in the accompanying form will be voted as the persons named therein may
determine in their discretion.
By Order of the Board of Directors
Alex Y. W. Ding, President
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<PAGE>
GLAS-AIRE INDUSTRIES GROUP LTD.
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 4, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Glas-Aire Industries Group Ltd., a Nevada
corporation (the "Company"), acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, dated November 7, 2000, and hereby
appoints Alex Y. W. Ding and Henry F. Schlueter, or either of them, each with
the power of substitution, as Attorneys and Proxies to represent and vote all
shares of Common Stock of the Company which the undersigned would be entitled to
vote at the Annual Meeting of Shareholders and at any adjournment or
adjournments thereof, hereby revoking any proxy or proxies heretofore given and
ratifying and confirming all that said Attorneys and Proxies may do or cause to
be done by virtue thereof with respect to the following matters:
1. Election of each of the following six (6) persons to serve as
directors of the Corporation until the next Annual Meeting of
Shareholders and thereafter until their successors shall have been
elected and qualified:
William R. Ponsoldt, Sr.
FOR /___/ AGAINST /___/ ABSTAIN /___/
Alex Y. W. Ding
FOR /___/ AGAINST /___/ ABSTAIN /___/
Chris G. Mendrop
FOR /___/ AGAINST /___/ ABSTAIN /___/
Marc Baldinger
FOR /___/ AGAINST /___/ ABSTAIN /___/
Todd M. Garrett
FOR /___/ AGAINST /___/ ABSTAIN /___/
Craig Grossman
FOR /___/ AGAINST /___/ ABSTAIN /___/
2. To act upon such other matters as may properly come before the Meeting
or any adjournments thereof.
This Proxy, when properly executed, will be voted as directed. If no
direction is indicated, the Proxy will be voted FOR the election of each of the
nominees listed above to the Board of Directors.
Dated: ________________________, 2000.
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<PAGE>
[LABEL]
Please sign your name exactly as it appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as it
appears hereon. When signing as joint tenants, all parties in the joint tenancy
must sign. When a proxy is given by a corporation, it should be signed by an
authorized officer and the corporate seal affixed. No postage is required if
returned in the enclosed envelope and mailed in the United States.
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THE LABEL ATTACHED TO THIS PROXY. WHEN
SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE SIGN IN FULL PARTNERSHIP NAME BY
AUTHORIZED PERSON.
