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
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registrant
statement number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
(A DELAWARE CORPORATION)
1335 GREG STREET #104
SPARKS, NV 89431
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 16, 1997
To the Stockholders:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of Vector
Environmental Technologies, Inc. ("Vector" or "the Company") will be held at
the Company's offices located at Suite 1800 -1500 West Georgia Street,
Vancouver, British Columbia, Canada, on the 16th day of June, 1997, at 1:00 PM
(local time) for the following purposes:
1. To elect three (3) directors to hold office until the next annual
election of directors by stockholders or until their respective
successors shall have been duly elected and shall have qualified;
2. To increase the number of authorized common shares from 25,000,000 to
100,000,000;
3. To amend the Bylaws to provide for the number of directors to be set
by the Board of Directors subject to the provision that the authorized
number of directors will be no fewer than 3 (three) nor more than 11
(eleven);
4. To amend the Certificate of Incorporation to change the name of the Company
to WaterPur International Inc.; and
5. To transact such other business that may properly come before the
meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on May 5, 1997, as the
Record Date for the determination of stockholders entitled to notice of and to
vote at such meeting or any adjournment(s) thereof. Only stockholders of
record at the close of business on the Record Date are entitled to notice of
and to vote at such meeting. The stock transfer books will not be closed.
BY ORDER OF THE BOARD OF DIRECTORS
Douglas C. Washburn, Secretary
Dated: May 14, 1997
<PAGE>
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
_________________________
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 16, 1997
_________________________
This Proxy Statement is furnished on behalf of Vector Environmental
Technologies, Inc. ("Vector" or the "Company"), a Delaware corporation, for
the 1997 Annual Meeting of Stockholders to be held on June 16, 1997 at 1:00
p.m. (local time) and any adjournment(s) thereof at the time and place and for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders.
The executive offices and mailing address of Vector are located at 1335 Greg
Street #104, Sparks, Nevada 89431.
The Notice of Annual Meeting of Stockholders, this Proxy Statement, and
Vector's Annual Report to Stockholders, which includes Vector's Annual Report
on Form 10-KSB for the fiscal year ended September 30, 1996, are being mailed
to stockholders on or about May 12, 1997.
The Record Date for determination of stockholders entitled to vote at the
Annual Meeting was the close of business on May 5, 1997. As of the close of
business on May 5, 1997 there were 18,135,466 outstanding shares of Vector
Common Stock, par value $0.0001 per share (the "Common Stock").
Each outstanding share of common stock entitles the holder to one vote on all
matters to be acted upon at the meeting. The presence, in person or by proxy,
of the holders of a majority of the issued and outstanding shares of common
stock entitled to vote at the meeting is necessary to constitute a quorum to
transact business. Assuming the presence of a quorum, the affirmative vote of
a plurality of the votes cast in the election of directors is required for the
election of directors and the affirmative vote of a majority of the shares
represented at the meeting is required to approve the other matters to be
voted upon. Abstentions and broker non-votes will be counted for purposes of
determining a quorum, but shall not be counted as voting for purposes of
determining whether a nominee has received the necessary number of votes for
election. Any shares represented at the Meeting, but not voted (whether by
abstention, broker non-vote or otherwise) with respect to the proposal to
increase the number of authorized common shares, approve the name change or
amend the Bylaws will have no effect on the vote for such proposal except
to the extent the number of abstentions causes the number of shares voted in
favor of the proposals not to equal or exceed a majority of the quorum required.
Shares represented by proxies will be voted for the election of each nominee
director named in this Proxy Statement, the approval of an increase in the
number of authorized common shares, the amendment to the Bylaws to
provide for the number of directors to be set by the Board of Directors, and
the amendment of the Certificate of Incorporation to change the name of the
Company to WaterPur International Inc.. The proxy card or vote will be
withheld in accordance with the specifications made on the proxy card by the
stockholder and, if no specification is made, will be voted in favor of the
election of such nominee directors.
Whether or not you expect to be personally present at the meeting, you are
requested to mark, date, sign and return the enclosed proxy card. Any
stockholder giving a proxy in the form of the accompanying proxy card has the
right to revoke the proxy by presenting a duly executed proxy bearing a later
<PAGE>
date, by attending the meeting and voting in person or by written notification
to the Secretary of Vector prior to the meeting.
In addition to proxy soliciting material mailed to the stockholders, officers
and employees of Vector may communicate with stockholders personally or by
telephone, telegraph, telephone facsimile, electronic mail or mail to solicit
their proxy. Brokerage houses and other custodians, nominees and fiduciaries
will, in connection with shares of common stock registered in their names, be
requested to forward material to the beneficial owners of such shares and to
secure their voting instructions. The costs will be borne by Vector.
ELECTION OF DIRECTORS
The Bylaws of Vector currently provide that the Board of Directors shall
consist of three (3) members.
No circumstances are presently known that would render any nominees named
herein unable or unwilling to serve. Should any of them become unavailable for
nomination or election or refuse to be nominated or to accept election as a
director of Vector, then any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office.
The persons listed below are current members of the Board of Directors of
Vector. All of the current directors have agreed to stand for reelection as
directors.
<TABLE>
<CAPTION>
OTHER POSITIONS WITH
NOMINEE AGE THE COMPANY SERVICE AS DIRECTOR
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Amyn S. Dahya 40 President & Chairman and Director
Chief Executive Officer since 1994
Sandro Kunzle 42 - Director since 1994
Mehdi Nimjee 48 - Director since 1994
</TABLE>
BOARD AND COMMITTEE MEETINGS
- ----------------------------
During the fiscal year ended September 30, 1996, there were 9 meetings
(including actions by written consent) of the Board in which all directors
participated.
During 1996, there were no committees of the Board.
DIRECTOR COMPENSATION
- ---------------------
Directors not otherwise employed by the Company receive no cash compensation.
The Company reimburses directors for costs and expenses relating to attending
meetings and other services to the Company.
<PAGE>
DIRECTOR STOCK OPTION PLANS
- ---------------------------
Employee directors of Vector participate in both the 1995 Incentive Stock
Option Plan ("ISOP") and the 1995 non-qualified Stock Option Plan ("SOP").
Non-employee directors participate only in the SOP. See "Executive
Compensation" for additional information on specific option grants.
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the executive
officers of the Company. Each executive officer serves at the discretion of
the Board of Directors subject to any employment contract.
<TABLE>
<CAPTION>
NAME OFFICE AGE EXECUTIVE OFFICER SINCE
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Amyn S. Dahya President, 40 1993
Chief Executive Officer
Douglas C. Washburn Secretary, Treasurer 51 1993
Dennis E. Welling Controller 50 1995
</TABLE>
BUSINESS EXPERIENCE
The following section summarizes the present occupation and prior business
experience during the past five years for each director and executive officer
of the Company.
AMYN S. DAHYA, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr. Dahya has
extensive international experience in project development, engineering, joint
ventures, and finance. Prior to joining the Company in 1993, he held senior
positions with Davy McKee, an international engineering firm and in 1987 he
founded the Casmyn Group of companies specializing in mineral and
environmental engineering, which he has developed for the last nine (9)
years. Mr. Dahya serves on the Board of Directors of several companies,
including Casmyn Corp., Diamond Fontein International and Vector Venture
Corp., where he also holds executive management positions.
SANDRO KUNZLE, DIRECTOR. Mr. Kunzle has over 23 years of international banking
and finance experience. During his career, Mr. Kunzle has held senior
positions with several Swiss banks and financial institutions. He currently
holds the position of Managing Director of Witra Inc., an investment firm
based in Switzerland. His expertise in international finance and venture
capital adds significant experience to the Company's international business
development efforts. Mr. Kunzle is a director of Casmyn Corp.
MEHDI C. NIMJEE, DIRECTOR. Mr. Nimjee brings to the Company twenty-one years
of project management experience in the field of analytical chemistry and its
applications to exploration, mining, agriculture, hazardous materials handling
and the environment. He has also had experience in designing and setting up
project specific laboratories internationally.
DOUGLAS C. WASHBURN, SECRETARY, TREASURER. Mr. Washburn holds an MBA, CPA and
currently serves as Corporate Secretary and Treasurer. He brings 24 years of
financial management experience to the Company. Prior to joining the Company
in 1993, he was a principal at Washburn Partners, a financial consulting firm,
from 1990 to 1993. Between 1980 and 1990, he was Vice President and
Controller of Armco Financial Corporation, a $1 billion multinational merchant
bank and its successor Glenfed Financial Corporation. Through his background
he brings to the Company expertise in areas of international finance,
planning, taxation, accounting and management information systems.
<PAGE>
DENNIS E. WELLING, CONTROLLER. Mr. Welling, a CPA, currently serves as
Controller. He has 24 years internal and external audit and controlling
experience. Prior to joining the Company in 1993, he served as Vice President
and Controller of Glenfed Financial Corporation from 1991 to 1993. Prior to
that he held positions with Deloitte & Touche and Armco Inc. He brings
significant management information experience in the mining, manufacturing and
financial services sectors.
TRANSACTIONS WITH DIRECTORS AND OFFICERS
Amyn Dahya, an officer, director and a principal stockholder of the Company is
also a director of Casmyn Corp. ("Casmyn"). Sandro Kunzle, a director of the
Company is also a director of Casmyn. Casmyn owns 31.2% of the outstanding
voting stock of the Company.
The Company shares offices, personnel and facilities with Casmyn and accordingly
actual costs related to these officers and personnel and facilities are shared
on a pro-rata basis.
Casmyn provides research and development and technical staff. Casmyn bills the
Company for these services which approximates cost recovery. During the year
ended September 30, 1996, Casmyn billed the Company $285,730 for such services.
At March 31, 1997, the Company owed Casmyn $2,957,996 for research, technical
and management services and working capital advances. These advances bear
interest at 9% per annum and are due within one year from the date of the
advance.
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT
The following information table sets forth certain information regarding the
Company's common stock owned on March 31, 1997 by (1) any person (including
any "group") who is known by the Company to own beneficially more than 5% of
its outstanding common stock, (2) person named in the summary compensation
table, and (3) all executive officers and directors as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES OF PERCENTAGE OF COMMON
OF BENEFICIAL OWNER COMMON STOCK OWNED STOCK OUTSTANDING**
- ----------------------------------------------------------------------------
<S> <C> <C>
Amyn Dahya
1335 Greg St., #104 250,000 (1) 1.4%
Sparks, NV. 89431
Mansoor Dahya
1800-1500 West Georgia Street 2,548,698 (2) 13.9%
Vancouver, British Columbia
Canada V6G 2Z6
Dahya Holdings, Inc.
1335 Greg St. #104 2,548,698 (2) 13.9%
Sparks, NV. 89431
Sandro Kunzle
Tenuta Aia Vecchia 16,750 (1) nil
58029 Sassofortino (GR)
Italy
Mehdi C. Nimjee
1800-1500 West Georgia St. 33,500 (1) nil
Vancouver, British Columbia
Canada V6G 2Z6
Casmyn Corp.
1335 Greg St. #104 5,634,756 31.2%
Sparks, NV. 89431
Societe Generale
17 Cours Valny
La Defense 1,500,000 (3) 8.1%
Cedex
Paris, France
All Executive Officers and
Directors of the Company 2,974,548 16.1%
as a Group (5 persons)
</TABLE>
** Based upon 18,135,466 common shares outstanding at March 31, 1997.
(1) Represents currently exercisable options to purchase common stock of
the Company at $1.00 per share. Mr. Amyn Dahya is also an officer,
director and minority stockholder of Casmyn Corp. Mr. Dahya disclaims
beneficial ownership of such shares.
<PAGE>
(2) At March 31, 1997, Dahya Holdings, Inc., of which Mr. Amyn Dahya is an
officer, director and stockholder, owned 2,548,698 common shares
of the Company. Mr. Mansoor Dahya, an uncle to Mr. Amyn Dahya,
owns 91% of the outstanding voting stock of Dahya Holdings, Inc.
Amyn Dahya disclaims beneficial ownership of such shares.
(3) Represents 1,000,000 common shares of the Company and 500,000
currently exercisable warrants to purchase common stock of the
Company at $3.00 per share.
EXECUTIVE COMPENSATION
- ----------------------
The following table sets forth the annual remuneration during the fiscal year
ended September 30, 1996, which was paid to or accrued for the account of the
Company's Chief Executive Officer. No other executive officer received
compensation in excess of $100,000 for any of the last three years. No
compensation is currently paid to non-employee directors.
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
- -----------------------------------------------------------------------------
SECURITIES
NAME / UNDERLYING OTHER
POSITION YEAR SALARY ($) OPTIONS (#) COMP.
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Amyn Dahya 1996 $150,000 1,000,000 -0-
President, CEO and 1995 $150,000 1,000,000 -0-
Chairman of the Board 1994 $150,000 1,000,000 -0-
- -----------------------------------------------------------------------------
</TABLE>
All other executive officers of the Company, received combined annual cash
compensation of $100,000 for the fiscal year ended September 30, 1996. In
addition, the Company pays a portion of each employee's health insurance
premium.
The Company has entered in to a ten (10) year employment contract with Amyn
Dahya. Pursuant to the terms of this agreement, Mr. Dahya earns an annual
base salary of $150,000, which increases by no less than 10% per year if such
an increase is approved by the Board of Directors. Under this contract, Mr.
Dahya receives normal group benefits available to other of the Company's
executives. This contract also provides Mr. Dahya with the grant of 5 year
non-qualified stock options to purchase shares of the Company's common stock
at an exercise price of $1.00 per share pursuant to the following schedule:
<TABLE>
<CAPTION>
NO. OF SHARES TIME OF VESTING
------------- ---------------
<S> <C> <C>
250,000 Immediately upon execution of the Employment Agreement
250,000 When gross sales of the Company reach $2,500,000
250,000 When gross sales of the Company reach $5,000,000
250,000 When gross sales of the Company reach $7,500,000
</TABLE>
<PAGE>
With the exception of Amyn Dahya, there are no employment contracts, proposed
termination of employment or change-in-control arrangements between the
Company and any of its directors or executive officers.
OPTION GRANTS
- -------------
There were no options granted to Mr. Dahya or any director in the year ended
September 30, 1996.
The following table lists the aggregated Option/SAR exercises during the last
fiscal year by the named executive officers of the Company and the fiscal year
end Option/SAR values of both the exercised and unexercised Option/SAR Grants:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises In Last Fiscal Year And
Fiscal Year End Option/SAR Value
-------------------------------------------------------
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY OPTIONS
UNDERLYING UNEXERCISED AT SEPT.30,1996
OPTIONS AT SEPT.30,1996 EXERCISABLE /
SHARES VALUE EXERCISABLE / UNEXERCISABLE
NAME ACQUIRED REALIZED UNEXERCISABLE ($000'S)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Amyn S.Dahya 0 0 250,000/750,000 $125/$375
</TABLE>
STOCK OPTION PLANS
- ------------------
During 1995, the Company adopted a qualified Incentive Stock Option Plan
(ISOP) which provides that a maximum of 700,000 options to purchase the
Company's common stock may be granted to officers and employees and advisors
of the Company. Options granted under the Internal Revenue Code of 1986 as
amended (the "Code").
The ISOP is administered by the Board of Directors who determine which persons
are to receive options, the number of shares that may be purchased under each
option, vesting provisions, option terms and exercise price. Options granted
under the ISOP are require to have an exercise price equal to or greater than
the market price of the Company's common shares at the grant date. In the
event an optionee voluntarily terminates his relationship with the Company, he
has the right to exercise his accrued options within 3 months of such
termination. However, the Company may redeem any accrued options held by an
optionee by paying the difference between the option price and the then fair
market value. If an optionee's relationship is involuntarily terminated,
other than because of death, he also has the right to exercise the accrued
options within thirty (30) days of such termination. Upon death, his estate
or heirs have one year to exercise his accrued options.
Options granted under the ISOP are not transferable other than by will or by
the laws of descent and distribution. The ISOP provides that the number of
shares and the option price will be adjusted on a pro-rata basis for stock
splits and stock dividends.
<PAGE>
In 1996, options to purchase 10,000 shares of common stock were granted under
the ISOP with an exercise price of $1.00 per share which represents the market
price per share on the date of the grant. All options granted are exercisable
for a period of ten (10) years and vest over a three year period.
The Company also adopted a non-qualified Stock Option Plan (SOP), which grants
options to purchase a maximum of 875,000 shares of the Company's common stock
to officers, key employees and advisors of the Company. Options granted under
the SOP are not intended to qualify as incentive stock options under the Code.
The SOP is administered by the Board of Directors through a committee
presently consisting of all three members of the Board which determines which
persons receive options under the SOP, the number of shares that may be
purchased under each option and the vesting period. The term of all options is
five (5) years and all options must be granted within five (5) years from the
effective date of the SOP.
Options granted under the SOP are not transferable other than by will or by
the laws of descent and distribution. The SOP provides that the number of
shares and the option price will be adjusted on a pro-rata basis for stock
splits and stock dividends.
In 1996, options to purchase 25,000 shares of common stock at prices ranging
from $1.00 to $2.00 per share were granted under the SOP. The vesting period
of the options vary for terms of up to three years. Certain of these options
were compensatory in nature and resulted in total compensation expense of
$99,500 during the year ended September 30, 1995. During the year ended
September 30, 1996, 267,000 options were canceled.
Prior to September 30, 1994, the Company had granted options to purchase a
total of up to 1,350,000 shares of its common stock. These options are
not-intended to qualify as incentive stock options under the Code.
Included in these options are options to purchase up to 1,000,000 shares at
$1.00 granted to the Chief Executive Officer of the Company under an
employment agreement. This agreement provides that 25% of such options were
vested immediately with the remaining 75% to vest based on the achievement of
defined sales goals.
The only other benefit plan offered at the present or during fiscal year 1996
is a major medical plan which is made available to all employees on a
non-discriminatory basis. The Company currently maintains no plan which would
be termed a "Long-Term Incentive Plan" as defined in Item 402 (a)(6)(iii) of
Regulation S-B, nor any benefit plan which would give rise to "Long Term
Compensation" as defined in Item 402(b)(iv) of Regulation S-B, except as
described above.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
- --------------------------------------------------------------------
Based solely on a review of Forms 3 and 4 and amendments thereto furnished to
the Company during its most recent fiscal year and certain written
representations, no person who was 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 Securities Exchange Act of 1934
during the most recent fiscal year.
<PAGE>
AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
COMMON SHARES FROM 25,000,000 TO 100,000,000
The Company's Certificate of Incorporation presently authorizes the issuance
of a total of 25,000,000 shares of Common Stock. Of the 25,000,000 authorized
common shares, the Company currently has 18,135,466 shares of Common Stock
issued and outstanding and 2,670,500 common shares reserved for the exercise
of warrants and options as summarized as follows:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF COMMON STOCK RESERVED FOR SHARES RESERVED
- ----------------------------------- ---------------
<S> <C>
Common Stock Warrants 500,000
Common Stock Options 2,170,500
---------
2,670,500
---------
</TABLE>
The Board of Directors has adopted a proposed amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 25,000,000 to 100,000,000.
The purpose of the proposed amendment is to provide additional shares which
could be issued for various purposes and to provide the flexibility which the
Board of Directors believes is important to be able to take advantage of
financing opportunities and to use for other general corporate purposes
without further stockholder approval unless required by applicable law,
regulation or stock exchange rule. In addition to availability for financing
and other general corporate purposes, the shares would be available for use in
acquisitions, additional stock dividends and splits and employee stock benefit
plans. The Company has no plans, agreements or understandings at the present
time for the issuance of the additional shares of common stock to be
authorized by the amendment although the Company is continously engaged in
discussions with third parties pertaining to possible acquisitions and
financings which may require the issuance of additional securities. No holders
of any class of stock of the Company are entitled as a matter of right to
any preemptive or subscription with respect to any shares of the Company's
common stock. Accordingly, the issuance of common stock otherwise than on
a pro rata basis to all current stockholders would reduce the current
stockholders' proportionate interest.
The proposed amendment is not in response to any effort of which the Company
is aware to accumulate the Company's Common Stock or to otherwise obtain
control of the Company. Although it is possible that the private placement of
a block of the Company's Common Stock could be used as an anti-takeover
strategy, the Company has no present intention to issue any stock for any such
purpose.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSED
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
<PAGE>
AMEND THE CERTIFICATE OF INCORPORATION TO CHANGE THE
CORPORATE NAME TO WATERPUR INTERNATIONAL INC.
The Board of Directors is proposing to amend the Company's Articles of
Incorporation to change the name of the Company so as to more accurately
reflect the Company's core business: water purification and processing systems.
If the amendment is adopted stockholders will not be required to exchange
outstanding stock certificates for new certificates.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE NAME CHANGE TO WATERPUR
INTERNATIONAL INC.
AMEND THE BYLAWS OF THE COMPANY TO GRANT THE BOARD OF DIRECTORS THE
AUTHORITY TO CHANGE THE NUMBER OF DIRECTORS
To provide the Company with the flexibility to respond quickly to changing
business demands and requirements, it is recommended that the Bylaws be
amended to grant the Board authority to change the authorized number of
directors without the approval of stockholders, provided that the authorized
number of directors will be no fewer than 3 (three) and no more than 11
(eleven).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE BYLAWS BE AMENDED TO
GRANT THE BOARD THE AUTHORITY TO CHANGE THE NUMBER OF DIRECTORS.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as Vector's principal independent public
accountants during 1996 and are expected to serve as Vector's principal
independent accountants for the current year. Representatives of Deloitte &
Touche LLP are expected to be present at the 1997 Annual Meeting of
Stockholders, with the opportunity to make a statement if they desire to do
so, and are expected to be available to respond to appropriate questions.
DATE OF RECEIPT FOR STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
stockholders may present proper proposals for inclusion in Vector's proxy
statement for consideration at its Annual Meeting of Stockholders by
submitting proposals to Vector in a timely manner. In order to be included for
the 1998 Annual Meeting, stockholder proposals must be received by Vector no
later than March 30, 1998, and must otherwise comply with the requirements of
Rule 14a-8.
ANNUAL REPORT TO STOCKHOLDERS
The Annual Report to Stockholders of the Company for the fiscal year ended
September 30, 1996, including audited financial statements, is being mailed to
the stockholders concurrently herewith, but such report is not incorporated in
this Proxy Statement and is not deemed to be a part of the proxy solicitation
material.
<PAGE>
OTHER MATTERS
The management of the Company does not know of any other matters which are to
be presented for action at the Meeting. Should any other matters come before
the Meeting or any adjournment thereof, the persons named in the enclosed
proxy will have the discretionary authority to vote all proxies received with
respect to such matters in accordance with their collective judgment.
ANNUAL REPORT ON FORM 10-KSB
A copy of the Company's Annual Report on Form 10-KSB, as filed with the
Securities and Exchange Commission (exclusive of Exhibits), will be furnished
without charge to any person from whom the accompanying proxy is solicited
upon written request to Vector Environmental Technologies, Inc. 1335 Greg
Street, Suite #104, Sparks, Nevada, 89431 Attention: Douglas C. Washburn. If
Exhibit copies are requested, a copying charge of $.20 per page will be made.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ Douglas C. Washburn
Douglas C. Washburn, Secretary
May 14, 1997
Sparks, Nevada
<PAGE>
VECTOR ENVIRONMENTAL TECHNOLOGIES, INC.
1335 GREG STREET #104
SPARKS, NV 89431
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Amyn S. Dahya and Dennis E. Welling or either
of them, proxies, each with the power of substitution, to vote on behalf of
the undersigned at the Annual Meeting of Stockholders of Vector
Environmental Technologies, Inc. at the Company's offices located at
Suite 1800 - 1500, West Georgia, Street, Vancouver, British Columbia, Canada,
on June 16, 1997, at 1:00 PM (local time), and at any adjournment thereof,
on the proposals set forth in the Notice of Meeting dated May 14, 1997 as
follows:
(Continued on reverse side)
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" THE DIRECTORS AND THE PROPOSALS SET FORTH ON THE REVERSE HEREOF
AND AS RECOMMENDED BY THE BOARD OF DIRECTORS.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK VECTOR ENVIRONMENTAL
TECHNOLOGIES, INC.
PROXY
1. The election of three (3) directors [ ] FOR ALL [ ] WITHHOLD
to hold office until the next annual
election of directors by Stockholders [ ] FOR ALL EXCEPT
or until their respective successors
shall have been duly elected and shall
have qualified.
Amyn S. Dahya Mehdi Nimjee
Sandro Kunzle
IF YOU WISH TO WITHHOLD AUTHORITY
FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NOMINEE'S NAME.
2. To increase the number of authorized [ ] FOR [ ] AGAINST
common shares from 25,000,000 to
100,000,000. [ ] ABSTAIN
3. To amend the Certificate of
Incorporation to change the name of [ ] FOR [ ] AGAINST
the Company to WaterPur International [ ] ABSTAIN
Inc.
4. Amend the Bylaws to provide for the [ ] FOR [ ] AGAINST
number of directors to be set by the
Board of Directors subject to the [ ] ABSTAIN
provision that the authorized number of
directors will be no fewer than 3 (three)
nor more than 11 (eleven)
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY, WHEN PROPERLY EXECUTED, Dated:________________, 1997
WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY Signature:__________________
WILL BE VOTED "FOR" PROPOSALS 1,2,
3, and 4.
Signature,if held
jointly:____________________
(PLACE STOCKHOLDER LABEL HEREE) SIGNATURE SHOULD AGREE WITH
THE NAME ON STOCK CERTIFICATE
AS PRINTED THERON. EXECUTORS,
ADMINISTRATORS, TRUSTEES AND
OTHER FIDUCIAARIES SHOULD SO
INDICATE WHEN SIGNING.
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE. A PROMPT REPLY
WILL HELP SAVE THE EXPENSE
OF FOLLOW-UP LETTERS TO
STOCKHOLDERS WHO HAVE NOT
RESPONDED.
