SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. _________]
Filed by the Registrant _X_
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
METEOR INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
METEOR INDUSTRIES, INC.
(Name of Person(s) Filing Proxy Statement)
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METEOR INDUSTRIES, INC.
1401 Blake Street, Suite 200
Denver, Colorado 80202
(303) 572-1135
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 11, 2000
TO THE SHAREHOLDERS OF METEOR INDUSTRIES, INC.
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Meteor
Industries, Inc., a Colorado corporation (the "Company"), will be held at the
corporate offices at 1401 Blake Street, Suite 200, Denver, Colorado 80202, on
Friday, August 11, 2000, at 2:00 p.m., Mountain Time, and at any and all
adjournments thereof, for the purpose of considering and acting upon the
following matters.
1. The ratification of the amendment to the Company's Incentive Equity
Plan (the "Incentive Plan") increasing the number of options which can be
awarded under the Incentive Plan from the current 750,000 common shares to
2,500,000 common shares and eliminating the 100,000 share annual limit per
participant, relating to options granted under such Incentive Plan.
2. The election of five (5) Directors of the Company to serve until the
next Annual Meeting of Shareholders and until their successors have been duly
elected and qualified;
3. The ratification of the appointment of PricewaterhouseCoopers LLP as
the Company's independent auditors;
4. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of the $.001 par value common stock of the Company of record
at the close of business on July 3, 2000, will be entitled to notice of and to
vote at the Meeting or at any adjournment or adjournments thereof. The
proxies are being solicited by the Board of Directors of the Company.
All shareholders, whether or not they expect to attend the Annual Meeting
of Shareholders in person, are urged to sign and date the enclosed Proxy and
return it promptly in the enclosed postage-paid envelope which requires no
additional postage if mailed in the United States. The giving of a proxy will
not affect your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
RICHARD E. KISSER, SECRETARY
Denver, Colorado
July 11, 2000
<PAGE>
METEOR INDUSTRIES, INC.
1401 Blake Street, Suite 200
Denver, Colorado 80202
(303) 572-1135
_________________________________
PROXY STATEMENT
_________________________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 11, 2000
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Meteor Industries, Inc., a Colorado corporation (the "Company"),
for use at the Company's Annual Meeting of Shareholders to be held at the
corporate offices at 1401 Blake Street, Suite 200, Denver, Colorado 80202, on
Friday, August 11, 2000, at 2:00 p.m., Mountain Time, and at any adjournment
thereof. It is anticipated that this Proxy Statement and the accompanying
Proxy will be mailed to the Company's shareholders on or about July 11, 2000.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated
that solicitations of proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its Directors, Officers
and employees to solicit proxies personally or by telephone, without
additional salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
The Company's Annual Report on Form 10-K for the year ended December 31,
1999, and the Company's quarterly report on Form 10-Q for the quarter ended
March 31, 2000, is being simultaneously mailed to the Company's shareholders,
but does not constitute part of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's
$.001 par value common stock, with each share entitled to one vote. Only
shareholders of record at the close of business on July 3, 2000, are entitled
to notice of and to vote at the Meeting or any adjournment thereof. On July
3, 2000, the Company had 3,656,567 shares of its $.001 par value common stock
outstanding, each share of which is entitled to one vote on all matters to be
voted upon at the Meeting, including the election of Directors. Cumulative
voting in the election of Directors is not permitted.
A majority of the Company's outstanding common stock represented in
person or by proxy shall constitute a quorum at the Meeting.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of
the Company's $.001 par value common stock owned beneficially, as of July 3,
2000, by any person, who is known to the Company to be the beneficial owner of
5% or more of such common stock, and, in addition, by each Director of the
Company, Nominee for Director, and by all Directors, Nominees for Director and
Executive Officers of the Company as a group. Information as to beneficial
ownership is based upon statements furnished to the Company by such persons.
NAME AND ADDRESS AMOUNT OF BENEFICIAL PERCENTAGE
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
Capco Resources Ltd. 1,186,000 26.5%
#950, 444 - 5th Avenue, S.W.
Calgary, Alberta
Canada TOP 2T8
Edward J. Names 556,619 (2) 12.4%
1401 Blake Street, Suite 200
Denver, CO 80202
Ilyas Chaudhary 1,316,000 (1) 29.4%
#950, 444 - 5th Avenue, SW
Calgary, Alberta
Canada TOP 2T8
Dennis R. Staal 242,460 (3) 5.4%
1401 Blake Street, Suite 200
Denver, CO 80202
Irwin Kaufman 191,100 (4) 4.3%
8224 Paseo Vista Drive
Las Vegas, NV 89128
Richard Dana 155,000 (5) 3.5%
128 Ash Street
Denver, CO 80220
The Estate of Theron J. Graves 980,091 (6) 22.0%
761 South Miller
Farmington, NM 87499
All Executive Officers and 2,549,650 (7) (8) 57.0%
Directors as a Group
(7 Persons)
__________________
(1) Includes 1,186,000 shares of the Company held by Capco Resources Ltd. (an
affiliate of Capco Energy, Inc.) of which Mr. Chaudhary is Chairman of the
Board, Chief Executive Officer and beneficially owns over 50% of its
outstanding stock and 130,000 shares underlying stock options exercisable
within 60 days by Mr. Chaudhary.
(2) Represents 40,240 shares held directly by Mr. Names, 265,000 shares held
by NFF, Ltd., a limited partnership of which he served as general partner;
2,400 shares held by his wife of which he disclaims beneficial ownership, and
248,979 shares underlying stock options exercisable within 60 days by Mr.
Names.
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(3) Includes 5,400 shares held by Mr. Staal; 71,500 shares held by PAMDEN,
Ltd., a limited partnership of which Mr. Staal is general partner; 8,432
shares held by Mystique Resources Company which is wholly owned by PAMDEN,
Ltd.; 600 shares held by an IRA and 156,528 shares underlying stock options
exercisable within 60 days by Mr. Staal.
(4) Consists of 177,500 shares underlying stock options and warrants
exercisable within 60 days by Mr. Kaufman and 13,600 shares owned by Mr.
Kaufman directly.
(5) Consists of 155,000 shares underlying stock options exercisable within 60
days by Mr. Dana.
(6) Represents shares of the Company's Common Stock which the estate of Mr.
Graves presently has the right to acquire upon the exchange of shares of
Graves Preferred Stock. The percentage calculation is based on actual shares
outstanding at April 27, 2000.
(7) Includes 8,985 shares held directly and 65,235 shares underlying stock
options exercisable within 60 days held by Paul W. Greaves, who is President
and Chief Executive Officer of certain of the Company's subsidiaries.
(8) Includes 14,251 shares underlying stock options exercisable within 60
days held by Richard Kisser, the Company's Chief Financial Officer.
PROPOSAL NO. 1
RATIFICATION OF AMENDMENT TO THE COMPANY'S INCENTIVE EQUITY PLAN
On April 4,2000, the Board of Directors amended the Company's 1998
Incentive Equity Plan, increasing the number of shares and options that can be
awarded pursuant to the plan from 750,000 to 2,500,000 and eliminating the
100,000 annual share limit per participant, relating to options granted under
such Incentive Plan. The Board of Directors believes that the best interests
of the Company and its Stockholders will be served by amending the plan. The
plan affords the Company the ability to reward its employees, officers,
directors and consultants for quality performance and encourages them to
continue working for and with the Company. The Company's Board of Directors
recommends a vote for Proposal No. 1.
PROPOSAL NO. 2
ELECTION OF DIRECTORS
The Company's Bylaws currently provide that the Board of Directors
consists of five members. The Board of Directors recommends the election as
Directors of the five (5) nominees listed below, to hold office until the
next Annual Meeting of Shareholders and until their successors are elected and
qualified or until their earlier death, resignation or removal. Each of the
five current members of the present Board of Directors has been nominated for
re-election. The persons named as "Proxies" in the enclosed form of Proxy
will vote the shares represented by all valid returned proxies in accordance
with the specifications of the shareholders returning such proxies. If at the
time of the Meeting any of the nominees named below should be unable to serve,
which event is not expected to occur, the discretionary authority provided in
the Proxy will be exercised to vote for such substitute nominee or nominees,
if any, as shall be designated by the Board of Directors.
The following table sets forth the name and age of each nominee for
Director, indicating all positions and offices with the Company presently
held, and the period during which each person has served as a Director:
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Positions and Offices Held
Name Age and Term as a Director
Edward J. Names 48 President, Chief Executive Officer and
Director
Dennis R. Staal 51 Director
Ilyas Chaudhary 52 Director
Irwin Kaufman 63 Director
Richard E. Dana 56 Director
There is no family relationship between any Director or Executive Officer
of the Company.
Capco Acquisub, Inc.(an affiliate of Capco Resources, Ltd. and Capco
Energy, Inc.) has the right to appoint two Directors, however only one, Ilyas
Chaudhary, is currently representing Capco Acquisub, Inc.
On November 10, 1998 an Annual Meeting of the Board of Directors was
held. A compensation committee was established and Irwin Kaufman, Richard
Dana and Dennis Staal were appointed to the committee. Also established was
an Audit Committee. Irwin Kaufman, Richard Dana and Edward Names were
appointed to the audit committee. Since May 7, 1999, the Compensation
Committee has met two times and the audit committee has met two times as of
the date of this filing.
Set forth below are the names of all Directors and Executive Officers of
the Company and its major subsidiaries, all positions and offices with the
Company held by each such person, the period during which he has served as
such, and the principal occupations and employment of such persons during at
least the last five years:
EDWARD J. NAMES - President, Chief Executive Officer and Director. Mr.
Names has been President and a Director of Meteor since it was incorporated in
1993. Mr. Names has extensive experience in mergers and asset acquisitions as
well as small business matters such as business planning, financing,
management and contract negotiation. Mr. Names was President of Alfa
Resources, Inc. and its subsidiaries from 1983 to 1995 and resigned as a
director in 1997. In 1987, Mr. Names became Special Counsel to the law firm
of Wills and Sawyer, P.C., Denver, Colorado, and maintained that relationship
until December 1992. Mr. Names was associated with the firm of Nelson &
Harding, Denver, Colorado, from 1980 to 1981, and the law firm of Schmidt,
Elrod & Wills, Denver, Colorado, where he practiced corporate and securities
law and became a Partner in October 1982. Mr. Names received a Bachelor of
Arts Degree in Economics from the University of Colorado in 1973, and a Juris
Doctorate from the University of Denver College of Law in 1980. He devotes
his full time to the business of the Company and its subsidiaries.
RICHARD E. KISSER - Chief Financial Officer, Secretary/Treasurer and Vice
President, Accounting and Finance. Mr. Kisser was hired in June 1998 and was
appointed by the Board of Directors as the Vice President, Accounting and
Finance in August 1998. On March 1, 1999 Mr. Kisser was appointed as
Secretary/Treasurer for the Company by the Board of Directors and became the
Company's Chief Financial Officer on June 16, 1999 (now PricewaterhouseCoopers
LLP). From 1981 through 1997, Mr. Kisser was employed by Total Petroleum,
Inc. He started as Assistant Manager of Corporate Accounting in 1981. In
1983 he was appointed Manager of Crude Oil of Accounting and held that
4
<PAGE>
position until 1988. In 1988 he was promoted to Manager of Financial Services
and held that position until 1989 when he became Manager of Crude Oil and
Products Accounting. He held that position until 1990 when he was promoted to
Director of Internal Audit. From 1978 through 1981, he was an In-Charge Staff
Accountant with Pricewaterhouse LLP. Mr. Kisser graduated from Central
Michigan University, where he received a Bachelor of Science degree in
Accounting and Business Management in 1978.
DENNIS R. STAAL - Director. Mr. Staal was a Director of the Company
since July 1993 and was Secretary/Treasurer from July, 1993 to March 1999.
Mr. Staal was Chief Financial Officer from July 1993 until April 1, 1999. He
also serves as a director of some of the Company's subsidiaries. As of April
1, 1999, Mr. Staal devotes approximately 50% of his time to the business of
the Company as a consultant. Mr. Staal is currently a director and Chief
Financial Officer of Capco Energy, Inc. and a director and Chief Financial
Officer of Stansbury Holdings Corporation. From 1986 to 1991, Mr. Staal was
Director and President of Saba Petroleum Company. From 1977 through 1981, he
served as a Director of Wulf Oil Corporation and as President of such company
from 1979 to 1981. From 1982 through 1984, he was Chief Financial Officer of
High Plains Genetics, Inc. From 1977 through 1981, he served as a Director of
Wulf Oil Corporation and as President of such company from 1979 to 1981. From
1970 through 1973, he was a CPA with Arthur Andersen & Co. From 1973 through
1976, he was Controller for the Health Planning Council of Omaha. Mr. Staal
is a graduate of the University of Nebraska, where he received a Bachelor of
Science degree in Business Administration in 1970.
ILYAS CHAUDHARY - Director. Mr. Chaudhary has been a Director of the
Company since November 1995. He has also been an officer and director of
Capco Resources, Inc. ("CRI"), which became a wholly-owned subsidiary of the
Company, in October 1993. He was an officer and a director of Saba Petroleum
Company, (now Greka Energy Corporation) a publicly held oil and gas company
from 1985 until 1998. Mr. Chaudhary is a director and controlling
shareholder of Capco Energy, Inc., an S.E.C. reporting company, and Capco
Resources Ltd.,an Alberta Stock Exchange listed company and also Meteor's
largest shareholder. Mr. Chaudhary has 25 years of experience in various
capacities in the oil and gas industry, including eight years of employment
with Schlumberger Well Services from 1972 to 1979. Mr. Chaudhary received a
Bachelor of Science degree in Electrical Engineering from the University of
Alberta, Canada.
IRWIN KAUFMAN - Mr. Kaufman has been a director of the Company since
August 1997. Mr. Kaufman is a financial consultant facilitating contacts with
the investment community. Mr. Kaufman helps arrange financing for small and
mid-sized companies and consults with management to enhance shareholder value.
He has worked as a financial consultant for the last several years. Mr.
Kaufman has also been a principal consultant for Computer and Mathematics
Education for the Sherman Fairchild Foundation. Mr. Kaufman provides
consulting services to the Company on an as needed basis. Mr. Kaufman also
serves as a director on the board of directors for Capco Energy, Inc.
RICHARD E. DANA - Mr. Dana has been a director of the Company since
September 1998. Mr. Dana is a business manager with experience covering
thirty years, the last 26 years of which were in the petroleum industry in
both the upstream (oil and gas exploration and production)and the downstream
(refining and marketing) sectors. From 1971 until 1998 Mr. Dana was employed
by Total Petroleum, Inc. starting as a Controller in 1971, then as Treasurer
in 1980 and became a Senior Vice President and Chief Financial Officer in
1989. Mr. Dana provides consulting services and temporary management services
to varied enterprises, including the Company on an as needed basis.
5
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PAUL W. GREAVES - Chief Executive Officer of the Company's subsidiaries
and General Manager of Operations for the Company since April 1996. Mr.
Greaves is Chief Executive Officer of the following subsidiaries: Meteor
Marketing, Inc. and its subsidiaries, Graves Oil & Butane Co., Inc. and
Tri-Valley Gas Co. Prior to working for the Company, Mr. Greaves held the
position of Regional Manager, Rocky Mountain Region, for Propane Continental
of Overland Park, Kansas, from April 1994 to April 1996. From 1989 until
1994, Mr. Greaves was Director of Business Development for the Wescourt Group
of Denver, Colorado, a petroleum marketing and distribution holding company.
Mr. Greaves devotes his full time to the business of the Company and its
subsidiaries described above.
The Company's Board of Directors held six (6) meetings during the year
ended December 31, 1999. Each Director attended at least 75% of the aggregate
number of meetings held by the Board of Directors and its Committees during
the time each such Director was a member of the Board or of any Committee of
the Board.
The Company's executive officers hold office until the next annual
meeting of directors of the Company, which currently is scheduled for August
11, 2000. There are no known arrangements or understandings between any
director or executive officer and any other person pursuant to which any of
the above-named executive officers or directors was selected as an officer or
director of the Company.
No event occurred during the past five years which is material to an
evaluation of the ability or integrity of any Director or person nominated to
be Director or Executive Officer of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain representations, no persons who were either a
director, officer, or beneficial owner of more than 10% of the Company's
common stock, failed to file on a timely basis reports required by Section
16(a) of the Exchange Act during the most recent fiscal year.
EXECUTIVE COMPENSATION
The following tables set forth information regarding executive
compensation for the Company's President and Chief Executive Officer. No
other executive officer received total annual salary and bonus in excess of
$100,000 for any of the years ended December 31, 1999, 1998 or 1997.
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<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Awards Payouts
Securities
Annual Compensation Underly-
Other Re- ing All
Annual stricted Options/ Other
Name and Principal Compen- Stock SARS LTIP Compen-
Position Year Salary Bonus sation Award(s) (Number) Payouts sation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward J. Names 1999 $125,000 -- $ 9,015* 77,069 -- --
President and 1998 $105,000 -- $ 8,078* 36,910 -- --
Chief Executive 1997 $105,000 -- $ 5,500* -- -- --
Officer
* Represents premiums paid on health insurance policies and the use of a Company vehicle.
</TABLE>
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Individual Grants
Potential
Realizable
Percent Value at Assumed
Number of Of Total Annual Rates
Securities Options/SARs Exercise Of Stock Price
Underlying Granted To Or Base Appreciation
Options/SARs Employees In Price Expiration For Option Term
Name Granted (#) Fiscal Year ($/Sh) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Edward J. Names 50,000 11.4% $3.75 1/10/04 $ 3,942 $54,077
19,984 4.5% $3.17 4/13/04 $13,166 $33,204
7,085 1.6% $3.30 8/31/04 $ 3,747 $10,851
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Securities Under- Value of Unexer-
Shares lying Unexer- cised-in-the-
Acquired cised Options Money Options/
On SARs at FY-End SARs at FY-End
Exercise Value Exercisable/ Exercisable/
Name (Number) Realized Unexercisable Unexercisable
Edward J. Names -0- -0- 213,979/37,085 $-0-/$-0-
Employment Arrangements
EDWARD J. NAMES, President of the Company, entered into a five-year
employment agreement with the Company which became effective in January 1994,
which provides that Mr. Names is required to devote substantially full time to
the business of the Company. The agreement was amended in January 1999 to
provide for an annual salary of $125,000 plus an annual bonus based upon the
financial performance of the Company. Pursuant to his employment agreement,
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Mr. Names is allowed to devote up to 10 hours per month to other business
operations including his duties as a director or officer in other companies.
Absent notice to the contrary from the Company or Mr. Names, the five-year
term of the employment agreement renews automatically each year and such
agreement has been renewed each year. The Company can terminate his
employment, however, at any time without cause and be obligated only for two
years salary. The employment agreement includes a covenant not to compete
which is effective for one year after termination of employment.
DENNIS R. STAAL, Director of the Company has a three year consulting
agreement which provides for a fee of $430.00 per day for services as well as
restricted stock bonuses as approved by the Company's compensation committee.
He devotes approximately 50% of his time to the business of the Company and
its subsidiaries. The Company may terminate Mr. Staal's consulting agreement
at any time and be obligated for a maximum payment of approximately $50,000.
The agreement includes a covenant not to compete for nine months after
termination if Mr. Staal terminates the contract.
PAUL W. GREAVES entered into a three year employment agreement with the
Company's subsidiary, Meteor Marketing, Inc. which became effective in January
of 1999. Mr. Greaves is required to devote full time to the business of the
Company. The agreement calls for a base salary of $90,000 per year plus an
annual bonus based upon improved financial performance of Meteor and its
subsidiaries. The Company may terminate Mr. Greaves's employment at any time,
without cause and be obligated for twelve months base salary and accrued but
unpaid bonuses. The employment agreement includes a covenant not to compete
which is effective for six months after termination of employment.
RICHARD E. KISSER entered into a three year employment agreement with the
Company which became effective in January of 1999. Mr. Kisser is required to
devote full time to the business of the Company. The agreement calls for a
base salary of $85,000 per year plus an annual bonus payable at the discretion
of the Board of Directors. The Company may terminate Mr. Kisser's employment
at any time, without cause and be obligated for six months base salary and
accrued but unpaid vacation and bonuses. The employment agreement includes a
covenant not to compete which is effective for six months after termination of
employment.
Stock Option Plan
A stock option plan providing for the issuance of incentive stock options
and non-qualified stock options to Meteor's employees was approved by Meteor's
shareholders on April 15, 1993. Pursuant to the Plan, 500,000 shares of
Meteor's $.001 par value Common Stock have been reserved for issuance. As of
April 29, 2000, and after reducing the number of expired options, 500,000
options were issued and outstanding under the Plan.
Incentive Equity Plan
The Board of Directors adopted the 1998 Incentive Equity Plan of the
Company (the "Incentive Plan") on November 10, 1998, which was approved by the
Stockholders at the Special Meeting of Shareholders held on the same day. On
April 11, 2000, the Board of Directors amended the Incentive Plan to increase
the number of options that can be awarded from 750,000 shares to 2,500,000
shares and eliminating the 100,000 share annual limit per participant,
relating to options granted under such Incentive Plan. Such amendment shall
be presented to the shareholders of the Company for their approval at the next
annual meeting scheduled for August 11, 2000.
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The purpose of the Incentive Plan is to enable the Company to attract
officers and other key employees and consultants and to provide them with
appropriate incentives and rewards for superior performance. The Incentive
Plan affords the Company the ability to respond to changes in the competitive
and legal environments by providing the Company with greater flexibility in
key employee and executive compensation than was available through the
previously approved plan or individual stock option agreements. This plan is
designed to be an omnibus plan allowing the Company to grant a wide range of
compensatory awards including stock options, stock appreciation rights,
restricted stock, deferred stock and performance shares or units. The
Incentive Plan is intended to encourage stock ownership by recipients by
providing for or increasing their proprietary interests in the Company,
thereby encouraging them to remain in the Company's employment. The Incentive
Plan has been prepared to comply with all applicable tax and securities laws,
including Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and state and federal tax laws.
Subject to adjustment as provided in the Incentive Plan, the number of
shares of Common Stock that may be issued or transferred, plus the amount of
shares of common Stock covered by outstanding awards granted under the
Incentive Plan, shall not in the aggregate exceed 2,500,000. The number of
Performance Units granted under the Incentive Plan shall not in the aggregate
exceed 200,000.
In January of 1999, an officer was granted incentive stock option to
purchase 10,000 shares at the exercise price of $3.00 per share. These
options vest over a three year period.
In January 1999, the five members of the Board of Directors of the
Company were issued a total of 250,000 options for services as Directors of
the Company. Such options are more fully described below under Director's
Compensation.
In April 1999, 78,987 options were issued to officers and employees of
the Company. 59,003 of such options vested in April 2000 and are exercisable
for five years with an exercise price of $2.87. 19,984 of such options were
granted to Edward Names, Director, President and Chief Executive Officer.
Such options vested in April 2000 and are exercisable for five years with an
exercise price of $3.17.
In August of 1999, Meteor issued a total of 51,469 options to certain
employees of the Company as part of the Company 1998 bonus plan. 44,384 of
such options will vest on August 31, 2000 with an exercise price of $3.00.
These options expire on August 31, 2004. Meteor issued a total of 7,085 to
Edward Names as part of the Company's incentive equity plan. The exercise
price is $3.30 and will vest on August 31, 2000. These options expire on
August 31, 2004.
In April 2000, a total of 250,000 options and 375,000 "contingent
options" were issued to the five board members of the Company. The options
are more fully described below under Director Compensation.
In April 2000, 155,000 options were issued to certain key employees of
the Company pursuant to the bonus policies of the Company. 100,000 of such
options shall vest in one year and are exercisable for five years. The
exercise price of these options are $2.50. 55,000 options were granted to
Edward Names, Director, President and Chief Executive Officer at an exercise
price of $2.75. These options shall vest in one year and are exercisable for
five years.
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In April 2000, the Board of Directors issued 115,000 options to Irwin
Kaufman, 115,000 options to Richard Dana and 55,000 options to Dennis Staal
for services rendered to the Company over and above those required as
directors. Such options vest immediately and are exercisable for five years.
The exercise price of all such options are at $2.75.
In April 2000, the Board of Directors amended all outstanding employee
and director options to vest immediately upon any change of control of the
Company. For the purposes of this amendment change of control is defined as a
change of 35% or more of the shareholdings of the Company.
As of April 29, 2000, 1,551,006 options were issued and outstanding under
the Incentive Plan.
Director Compensation
Outside Directors of the Company received, in prior years, fees of $250
per meeting for telephone meeting and $750 per meeting for attendance at a
meeting in person. This has been discontinued as directors are now only being
compensated with stock options. Each Director is reimbursed for all
reasonable and necessary costs and expenses incurred as a result of being a
Director of the Company. In addition, the Company issues options to its
Directors as determined by the Board. In January of 1999 Meteor issued to all
five directors 50,000 options each at the exercise price of $3.75. These
options are non-qualified options granted pursuant to the Company's Incentive
Equity Plan and vest immediately but become exercisable ratably over four
years. In April 2000 the Company issued an additional 50,000 five year
options each at an exercise price of $2.75 per share vesting immediately, but
becoming exercisable ratably over four years. Also, 375,000 five year options
exercisable at $2.75 were issued to the directors. Such options may be deemed
to be contingent options and only vest upon a change of control.
Report of Compensation Committee
Overview and Philosophy
The Board of Directors approved the formation of a Compensation Committee
on November 10,1998. The Compensation Committee has responsibility to
recommend salaries and short-term and long-term incentive compensation levels
for all executive officers of the Company and its subsidiaries. It also will
advise the Board of Directors on the administration of the Company's
Incentive Stock Option Plan, the 1998 Incentive Equity Plan, and will make
recommendations concerning bonuses and other incentive compensation for
Company personnel.
The Compensation Committee currently consists of three non-employee
directors.
The philosophy of the Compensation Committee is to provide a compensation
package for each executive officer that incentivizes the individual to fully
support the Company's business objective and to maximize stockholder value.
These compensation packages generally consist of a base salary, short-term
incentives in the form of discretionary cash bonuses, and long-term incentives
in the form of stock options.
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Executive Officer Compensation
The Company's compensation program for executive officers is based on the
following principles:
* Compensation should be reflective of overall Company financial performance
and an individual's contribution to the Company's success.
* Compensation packages should be based on competitive practices designed to
attract and retain highly qualified executive officers.
* Long-term incentive compensation should be construed to closely follow
increases in stockholder return.
Cash bonuses and stock options are provided on a discretionary basis but
the amount of options issued are generally tied to the performance and
prospects of the Company. Individual executive officers and managers can earn
a portion of their cash and option bonuses based on financial performance of
the Company compared to budget and additional bonuses are paid at the
discretion of the compensation committee and approved by the Board of
Directors.
Chief Executive Officer Compensation
Mr. Names has been CEO of the Company since inception. During 1999 Mr.
Names had a base salary of $125,000 and in 1998 Mr. Names' base salary was
$105,000 per year and was issued incentive stock options totaling 77,069
shares in 1999 and 36,910 shares in 1998.
The Compensation Committee believes Mr. Names has managed the Company
well, and future incentive compensation will be based on Company prospects and
performance. Mr. Names' base salary for 1999 was increased to $125,000 per
year and additional options totaling 77,069 have been issued to Mr. Names in
1999. Mr. Names was issued a total of 105,000 options in April 2000, and
75,000 contingent options which will only vest if a change of control occurs
in the future.
This report is furnished by the Compensation Committee of the Board of
Directors.
Irwin Kaufman
Richard Dana
Dennis Staal
Shareholder Return Performance Presentation
The performance graph shown below was prepared using data prepared by
Carl Thompson & Associates, Inc. As required by applicable rules of the SEC,
the graph was prepared based upon the following assumptions:
1. The $100 was invested in Common Stock, the S&P 500 Composite Index and
the Peer Group (as defined below) on May 14, 1996 (the effective date of the
Company's registration under Section 12 of the Securities Exchange Act of
1934).
2. Peer Group investment is weighted based on the market capitalization of
each individual company within the Peer Group at the beginning of each year.
3. Dividends are reinvested on the ex-dividend dates.
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The companies that comprise the Company's Peer Group are as follows:
Casey's General Store; FFP Marketing Co.; Uni Marts, Inc.; Evans Systems,
Inc.; and Streicher Mobile Fueling.
METEOR INDUSTRIES, INC.
COMPARATIVE CUMULATIVE TOTAL RETURNS
METEOR INDUSTRIES, INC.
S&P 500 INDEX AND PEER GROUP
(Performance results through December 31, 1999)
[STOCK PERFORMANCE GRAPH INSERTED HERE]
5/14/96 12/31/96 12/31/97 12/31/98 12/31/99
Peer Group $100.00 $ 91.91 $120.07 $135.50 $ 99.78
S&P 500 $100.00 $112.86 $150.51 $193.52 $235.08
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS INVOLVING THE COMPANY'S OFFICERS AND DIRECTORS
Effective December 31, 1999, the Company completed the sale of its
subsidiary, MSI, to Capco Energy, Inc. ("Capco"), an affiliate of the Company.
MSI leases and operates twenty convenience stores (three of which are
third party leases which expire at the end of February 2000) in Colorado and
New Mexico. The sale of this operating subsidiary was made to allow the
Company to focus on its core business of commercial, wholesale and cardlock
petroleum distribution. The Company, through a five year supply contract with
Capco, will continue to be the supplier of refined petroleum products to these
stores.
The total sale price for the sale of MSI is approximately $1,500,000.
$250,000 was paid in cash at closing and the Company received a promissory
note for $1,250,000 payable in monthly installments of interest only during
calendar year 2000 and the balance amortized over a 10 year period with a
balloon payment of the remaining principal balance on December 31, 2001.
Payments may be made either in cash or shares of the Company's Common stock at
a value of $3.00 per share. The promissory note bears interest at 9.25% per
annum and is secured by all of the outstanding shares of MSI and by 210,000
shares of the Company's shares held by the purchaser of MSI. No gain or loss
was recognized on the sale.
Capco, through a majority-owned subsidiary, currently owns approximately
33% of the Company's Common Stock. Ilyas Chaudhary, a Director of the
Company, is an officer, director and a principal shareholder of Capco, Dennis
Staal, a Director of the Company, is also an officer of Capco and beneficially
owns 35,000 common shares of Capco and 2,286 shares of Series A Preferred
shares. Irwin Kaufman, a Director of the Company, is also a director of Capco
and owns 20,000 common shares of Capco. Edward Names, President and CEO of
the Company personally and through immediate family members may be deemed to
beneficially own 64,580 common shares of Capco and 2,286 shares of Series A
Preferred shares of Capco.
In September 1999, the Company sold 150,000 shares of a Canadian
corporation previously held in escrow to Capco Acquisub, Inc. a subsidiary of
Capco for a $300,000 promissory note payable over eighteen months at 8%
interest payable in cash or shares of the Company's stock at the discretion of
Capco Acquisub, Inc.
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On September 30, 1999, the Company acquired a 49.5% interest in Meteor
Office LLC ("Meteor Office") in exchange for 64,000 shares of Meteor
Industries, Inc. common shares. Certain officers and employees of the Company
have an equity interest in Meteor Office. Meteor Office is a 50% partner in a
joint venture that purchased and operates an office/residential building in
Denver, Colorado. The Company's corporate offices are located in the
office/residential building and are leased from the joint venture at terms
that the Company believes are consistent with the market price for such
facilities.
The Company leases certain real estate from the preferred stockholder of
a subsidiary. The leases were part of the negotiation for the purchase of the
subsidiary in September 1993. For the years ended December 31, 1999, 1998 and
1997, rents paid were $61,000, $60,000 and $55,000, respectively.
The Company in 1997, sold its products, at prices consistent with
pricing to other customers, to other entities controlled by the preferred
stockholder of a subsidiary. Similar sales in 1999 and 1998 were negligible.
The Company leases a commercial office building and warehouse from a
corporation controlled by a director of one of the Company's subsidiaries.
During the years ended December 31, 1999, 1998 and 1997, lease payments
amounted to $50,400, $50,400 and $21,000, respectively.
The Company leases rolling stock from various related parties under
capital lease agreements. The total obligation paid under these agreements
for the years ended December 31, 1999, 1998 and 1997 was $62,000, $69,000 and
$58,000, respectively.
The Company sells products to and purchases products from entities
controlled by a director of one of the Company's subsidiaries. During the
years ended December 31, 1999, 1998 and 1997, revenues reported amounted to
$4,000, $66,000 and $227,000, respectively. During the years ended December
31, 1999, 1998 and 1997, purchases amounted to $7,000, $21,000 and $23,000,
respectively.
The Company has a consulting agreement with a director of one of the
Company's subsidiaries. During the years ended December 31, 1999, 1998 and
1997, total fees paid were $3,500, $12,000 and $6,500, respectively.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The independent accounting firm of PricewaterhouseCoopers LLP audited the
financial statements of the Company for the year ended December 31, 1999, and
has been selected in such capacity for the current fiscal year. At the
direction of the Board of Directors, this appointment is being presented to
the shareholders for ratification or rejection at the Annual Meeting of
Shareholders. If the shareholders do not ratify the appointment of
PricewaterhouseCoopers LLP, the appointment of auditors will be reconsidered
by the Board of Directors.
It is expected that representatives of PricewaterhouseCoopers LLP will be
present at the meeting and will be given an opportunity to make a statement if
they desire to do so. It is also expected that the representatives will be
available to respond to appropriate questions from shareholders.
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DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD IN THE YEAR 2001
Any proposal by a shareholder intended to be presented at the Company's
Annual Meeting of Shareholders expected to be held in June 2001 must be
received at the offices of the Company, 1401 Blake Street, Suite 200, Denver,
Colorado 80202, no later than March 1, 2001, in order to be included in the
Company's proxy statement and proxy relating to that meeting.
Shareholders intending to bring any business before the Annual Meeting of
Shareholders expected to be held in June 2001 that is not to be included in
the Company's proxy statement and proxy related to that meeting must notify
the Company, in writing, prior to January 15, 2001, of the business to be
presented. Any such notices received after said date will be considered
untimely under Rule 14a(c)(1) under the Securities Exchange Act of 1934, as
amended.
RICHARD E. KISSER, SECRETARY
Denver, Colorado
July 11, 2000
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P R O X Y
METEOR INDUSTRIES, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The ndersigned hereby appoints Edward J. Names with the power to appoint
a substitute, and hereby authorizes them to represent and to vote as
designated below, all the shares of common stock of Meteor Industries, Inc.
held of record by the undersigned on July 3, 2000, at the Annual Meeting of
Shareholders to be held on August 11, 2000, or any adjournment thereof.
1. Ratification of Amendment to Incentive Equity Plan
[ ] For [ ] Against [ ] Abstain
2. Election of Directors:
[ ] FOR all nominees listed below (except as marked to the contrary)
[ ] WITHHOLD authority to vote for all the nominees listed below:
Edward J. Names Dennis R. Staal
Ilyas Chaudhary Irwin Kaufman
Richard E. Dana
[INSTRUCTION: To withhold authority to vote for any individual nominee, cross
out that nominee's name above.]
3. The ratification of the appointment of PricewaterhouseCoopers LLP as
the Company's independent auditors.
[ ] For [ ] Against [ ] Abstain
4. To transact 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 SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE
UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders, Proxy Statement and Annual Report.
Dated: _____________, 2000.
__________________________________________
__________________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) stenciled hereon. Executors,
administrators, trustees, guardians and attorneys should indicate when
signing. Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF METEOR
INDUSTRIES, INC. PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED
PRE-ADDRESSED ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO
VOTE IN PERSON IF YOU ATTEND THE MEETING.
