<PAGE> 1
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[x] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
REGI U.S., 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
________________________________________________________________________________
(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 was paid
previously. Identify the previous filing by registration statement under, 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> 2
REGI U.S., INC.
#185-10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 16, 1996
To the Shareholders of REGI U.S., Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of REGI
U.S., Inc. (the "Company") will be held at the offices of Graham & Dunn, 1420
Fifth Avenue, 33rd Floor, Seattle, Washington, on Wednesday, October 16, 1996,
at 11:00 a.m. for the purpose of considering and voting upon the following
matters:
1. ELECTION OF DIRECTORS. To elect two (2) directors for a term
of one year or until their successors have been elected and
qualified.
2. AMENDMENT OF BYLAWS. Amend the Bylaws of the Company to
authorize the Directors to fix the number of directors at any
number between 2 and 9.
3. APPROVAL OF AUDITORS. Approval of Elliott Tulk Pryce Anderson
as auditors until the close of the next Annual Meeting.
4. WHATEVER OTHER BUSINESS may properly come before the Annual
Meeting or any adjournments thereof.
Only those shareholders of record at the close of business on
September 9, 1996, shall be entitled to notice of, and to vote at, the Annual
Meeting or any adjournments thereof.
Further information regarding voting rights and the business to be
transacted at the Annual Meeting is given in the accompanying Proxy Statement.
Your continued interest as a shareholder in the affairs of the Company, its
growth and development, is genuinely appreciated by the directors, officers and
personnel who serve you.
September 16, 1996 BY ORDER OF THE BOARD OF
DIRECTORS
Brian Cherry, Secretary
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting, please sign and date your
Proxy card and return it in the enclosed postage prepaid envelope.
<PAGE> 3
REGI U.S., INC.
#185-10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8
CANADA
PROXY STATEMENT
This Proxy Statement and the accompanying Proxy are being sent to
shareholders on or about September 16, 1996, for use in connection with the
Annual Meeting of Shareholders of REGI U.S., Inc. (the "Company") to be held on
Wednesday, October 16, 1996. Only those shareholders of record at the close of
business on September 9, 1996, shall be entitled to vote. The number of shares
of the Company's common stock (the "Common Stock"), outstanding and entitled to
vote at the Annual Shareholders' Meeting is _______________.
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of the Company, with the cost of solicitation borne by the Company.
Solicitation may be made by directors and officers of the Company.
Solicitation may be made by use of the mails, by telephone, facsimile and
personal interview. The Company does not expect to pay any compensation for
the solicitation of proxies, except to brokers, nominees and similar
recordholders for reasonable expenses in mailing proxy materials to beneficial
owners.
If the enclosed Proxy is duly executed and received in time for the
meeting, it is the intention of the persons named in the Proxy to vote the
shares represented by the Proxy FOR the two nominees listed in this Proxy
Statement and FOR the other items listed in the Proxy, unless otherwise
directed. Any proxy given by a shareholder may be revoked before its exercise
by notice to the Company in writing, by a subsequently dated proxy, or at the
Meeting prior to the taking of the shareholder vote. The shares represented by
properly executed, unrevoked proxies will be voted in accordance with the
specifications in the Proxy. Shareholders have one vote for each share of
Common Stock held, including the election of directors. Shareholders are not
entitled to cumulate their votes in the election of directors.
BUSINESS OF THE MEETING
There are three matters being presented for consideration by the
shareholders at the Annual Meeting.
1
<PAGE> 4
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
GENERAL
The Company's Bylaws ("Bylaws") currently provide that the number of
directors must fall within a range of 2 to 9, the exact number to be determined
by the shareholders. Directors are elected for a term of one year and until
their successors have been elected and qualified. There are currently two (2)
directors of the Company.
INFORMATION WITH RESPECT TO NOMINEES
The following tables set forth certain information with respect to the
nominees for director. The table includes their ages and their principal
occupations with the Company. All nominees have been directors since the
Company was founded. The table also indicates the number of shares of Common
Stock beneficially owned by each individual on September 9, 1996 (including
exercisable options) and the percentage of Common Stock outstanding on that
date that the individual's holdings represented.
<TABLE>
<CAPTION>
SHARES AND PERCENTAGE
OF COMMON STOCK
PRINCIPAL OCCUPATION BENEFICIALLY OWNED AS
NAME AND AGE OF DIRECTOR OF SEPTEMBER 9, 1996
-------------------------- --------------------------------- ----------------------
<S> <C> <C>
John G. Robertson, 55 President and Chief Executive 6,102,400 shares
Officer 69.94%
Brian Cherry, 56 Vice President and Secretary 390,000
4.5%
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO BE
ELECTED AS DIRECTORS.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND MANAGEMENT
The following sets forth information concerning the Board of Directors
and management of the Company during the fiscal year ended April 30, 1996.
BOARD OF DIRECTORS
The Company's Board executed several unanimous consent resolutions in
1996. Each director signed all of the consent resolutions.
2
<PAGE> 5
BOARD COMMITTEES
The Board of Directors does not have any committees.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
All directors and officers of the Company filed statement of changes
in Beneficial Ownership in a timely manner during fiscal 1996.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth information with respect to the
executive officers who are not directors of the Company. All executive
officers are elected annually by the Board of Directors and serve at the
discretion of the Board of Directors.
<TABLE>
<CAPTION>
Age as of
Name April 30, 1996 Position
---- -------------- --------
<S> <C> <C>
Jennifer Lorette 23 Vice President, Treasurer, Principal
Accounting Officer and Chief Financial
Officer
Patrick R. Badgley 53 Vice President, Research and
Development
</TABLE>
COMPENSATION OF DIRECTORS AND OFFICERS
3
<PAGE> 6
SUMMARY COMPENSATION TABLE
The following table sets forth the aggregate cash compensation paid
for services rendered to the Company during the last three fiscal years by the
Company's Chief Executive Officer and the Company's most highly compensated
executive officers who served as such at the end of the last fiscal year. No
executive officer had an annual salary and bonus in excess of $100,000 during
such year.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------------- --------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS (#)(1)
------------------ ---- ---------- --------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
John G. Robertson 1996 -0- -0- -0- 300,000
President, Chief 1995 -0- -0- -0- -0-
Executive Officer 1994 -0- -0- -0- 300,000
Brian Cherry 1996 -0- -0- -0- -0-
Vice President and 1995 -0- -0- -0- -0-
Director 1994 -0- -0- -0- 125,000
Patrick Badgley 1996 $46,200 -0- -0- -0-
Vice President 1995 $42,000 -0- -0- -0-
1994 $42,000 -0- -0- 75,000
Jennifer Lorette, 1996 $6,000 -0- -0- 50,000
Vice President 1995 $2,000 -0- -0- -0-
1994 -0- -0- -0- 30,000
</TABLE>
- ----------------
(1) Represents options granted under the Company's 1993 Key Employees
Incentive Stock Option Plan.
The Company has entered into an employment agreement with Patrick
Badgley, a registered professional engineer, to act as Research Project Manager
for the RC/DC Engine. The agreement calls for Mr. Badgley to be paid $7,700
per month plus reasonable expenses related to the project. Fifty-percent (50%)
of this amount is paid by the Company and 50% by Reg Technologies, Inc.
During the fiscal years ended April 30, 1995 and 1996, project
management fees of $30,000 were paid to a company controlled by the president
of the Company and an additional $6,000 of rent and secretarial fee were paid
to a company controlled by the president of the Company.
No other significant compensation has been paid directly or accrued to
any other officer or director of the Company during the year ended April 1996.
On March 31, 1994 the Company entered into a management agreement with Access
Information Services, Inc., a Washington corporation which is owned and
controlled by John G. Robertson, under which the Company retained Access at the
rate of $2,500 to provide certain management, administrative, and financial
services for the Company.
4
<PAGE> 7
The Company has no other agreement at this time, with any officer or
director, regarding employment with the Company or compensation for services
other than herein described. Compensation of officers and directors is
determined by the Company's Board of Directors and is not subject to
shareholder approval.
STOCK OPTIONS GRANTED
STOCK OPTION PLAN
The Company adopted a Key Employees Incentive Stock Option Plan on
April 30, 1993. The Plan authorizes the issuance of up to 2,000,000 shares of
Common Stock of the Company to be issued to employees. As of April 30, 1996,
the Company had issued options for approximately 1,097,500 shares.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning individual
grants of stock options made during the fiscal year ended April 30, 1996 to the
Company's Chief Executive Officer and the other executive officers named in the
above Summary Compensation Table.
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES IN BASE PRICE
NAME GRANTED (#) FISCAL YEAR ($/SHARE) EXPIRATION DATE
---- ----------- ----------- --------- ---------------
<S> <C> <C> <C> <C>
John G. Robertson 300,000 83% $3.00 January 3, 2001
Jennifer Lorette 50,000 14% $3.00 January 3, 2001
</TABLE>
STOCK OPTIONS EXERCISED IN LAST FISCAL YEAR AND HELD AT END OF FISCAL YEAR -
APRIL 30, 1996
The following table sets forth certain information with respect to
options exercised during fiscal 1996 by the Company's Chief Executive Officer
and the other executive officers named in the above Summary Compensation Table,
and with respect to unexercised options held by such persons at the end of
fiscal 1996.
<TABLE>
<CAPTION>
SHARES VALUE OF UNEXERCISED
ACQUIRED ON VALUE NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
EXERCISE REALIZED OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END (1)
-------- -------- -------------------------- ----------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
John G. Robertson 163,000 $458,230 437,000 -0- $615,500 -0-
Patrick Badgley -0- N/A 75,000 -0- $206,250 -0-
Jennifer Lorette 20,000 $47,800 60,000 -0- $65,000 -0-
Brian Cherry -0- -0- 125,000 -0- $388,750 -0-
</TABLE>
5
<PAGE> 8
- -----------------
(1) The calculation of the value of unexercised options is based on the
difference between the last sale price of $3.75 per share for the
Company's common Stock on Tuesday, April 30, 1996 as reported by NASD,
and the exercise price of each option, multiplied by the number of
shares covered by the option.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 9, 1996, the amount and
the percentage of the Company's Common Stock owned of record or beneficially by
each officer, director and holder of, or person known by the Company to own
beneficially, more than five percent of the voting interest in the Company's
Common Stock, and all officers and directors as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE
TITLE NAME AND ADDRESS OF OF BENEFICIAL OF BENEFICIAL
OF CLASS BENEFICIAL OWNER OWNERSHIP (1) OWNERSHIP (1)
-------- ---------------- --------------------------- -------------
<S> <C> <C> <C>
Common Rand Energy Group Inc. 5,653,700 (2) 64.8%
1030 West Georgia St.
Vancouver, B.C., V6E 2Y3
Common Brian Cherry 390,000 (3) 4.5%
5451 Floyd Avenue
Richmond, B.C. Canada
Common John G. Robertson 6,102,400 (4) 69.94%
4040 Amundsen Place
Richmond, B.C. Canada
Common Patrick R. Badgley 75,000 (6) 0.86%
2815 Franklin Drive
Columbus, IN 47201
Common Jennifer Lorette 60,500 (5) 0.69%
9751 Seagrave Road
Richmond, B.C. Canada
Common James McCann 5,653,700 (2) 64.8%
211 -107 E. Broadway
Vancouver, B. C.
Common All officers and 6,627,900 76.0%
directors as a group (five persons)
</TABLE>
- ----------------
1. Based upon 7,665,900 shares issued and outstanding, and assuming (1)
exercise of outstanding options, and (2) exercise of 197,600
outstanding warrants. A person is deemed to be the beneficial owner
of securities that can be acquired by such person within 60 days from
September 9, 1996, upon the exercise of warrants or options.
6
<PAGE> 9
2. Rand Energy Group, Inc. is owned 51% by Reg Technologies Inc. and 49%
by Rand Cam Engine Corp. Rand Cam Engine Corp. is a privately held
company whose stock is reportedly owned 50% by The Watchtower Society,
a religious organization, 34% by James McCann and the balance by
several other shareholders. Mr. McCann has indicated that he donated
the shares held by The Watchtower Society to that organization but has
retained a voting proxy for those shares.
3. Brian Cherry owns 265,000 shares and options on an additional 125,000
shares.
4. John G. Robertson owns 11,700 shares and holds options to acquire
437,000 shares of the Company's Common Stock. Susanne M. Robertson,
the wife of John G. Robertson, owns SMR Investment Ltd. which holds a
controlling interest in Reg Technologies Inc. Therefore, Mr.
Robertson is deemed to also be the beneficial owner of the shares
owned by Rand Energy Group, Inc., which is 51% controlled by Reg
Technologies Inc.
5. Ms. Lorette owns 500 shares and owns options to purchase an additional
60,000 shares.
6. Holds options for these shares.
TRANSACTIONS WITH DIRECTORS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to an agreement dated August 1992 (the "August 1992
Agreement"), the Company issued 5,700,000 shares of its Common Stock at a
deemed value of $0.01 per share to Rand Energy Group Inc. ("REGI") in exchange
for certain valuable rights, technology, information, and other tangible and
intangible assets relating to the United States rights to the Rand Cam Engine
(the "Original Engine"). REGI is a privately-held British Columbia corporation
which is 51% controlled by Reg Technologies Inc., a publicy-held British
Columbia corporation ("Reg Tech"). Reg Tech's president is also the president
of the Company and its Vice President and Secretary is also a Director of the
Company.
The Company also agreed to pay semiannually to REGI a royalty of 5% of
any net profits to be derived by the Company from revenues received as a result
of its license of the Original Engine.
As part of the August 1992 Agreement, the Company also agreed to pay
semiannually to Brian Cherry a royalty of 1% of any net profits to be derived
by the Company from revenues received as a result of the August 1992 Agreement.
Also in August 1992, the Company sold 300,000 shares of its Common
Stock at $0.01 per share to Brian Cherry.
In an agreement dated April 13, 1993 among the Company, REGI, Reg Tech
and Brian Cherry (the "April 1993 Agreement"), and made as an amendment to a
previous Amendment Agreement dated November 23, 1992 between REGI, Reg
Resources Corp. (Reg Tech) and Brian Cherry and an original agreement dated
July 30, 1992 between REGI, Reg Resources Corp. and Brian Cherry, Cherry agreed
to: (a) sell, transfer and assign to REGI all his right, title and interest in
and to the technology related to the RC/DC Engine,
7
<PAGE> 10
(the "Technology") including all pending and future patent applications in
respect of the Technology for all countries except the United States of
America, together with any improvements, changes or other variations to the
Technology; (b) sell, transfer and assign to the Company (then called Sky
Technologies Inc.), all his right, title and interest in and to the Technology,
including all pending and future patent applications in respect of the
Technology for the United States of America, together with any improvements,
changes or other variations to the Technology.
Other provisions of the April 1993 Agreement call for the Company (a)
to pay to REGI a continuing royalty of 5% of the net profits derived from the
Technology by the Company and (b) to pay to Brian Cherry a continuing royalty
of 1% of the net profits derived from the Technology by the Company.
A final provision of the April 1993 Agreement assigns and transfers
ownership to the Company of any patents, inventions, copyrights, know-how,
technical data, and related types of intellectual property conceived, developed
or created by REGI or its associated companies either prior to or subsequent to
the date of the agreement, which results or derives from the direct or indirect
use of the Original Engine and/or RC/DC Engine technologies by REGI.
In November 1993, in consideration for certain technology transferred
to the Company, as described above, Brian Cherry was issued 100,000 Common
Shares of Reg Tech (deemed value $200,000). There was no connection between
this transaction and the transaction involving the acquisition of the Canadian
rights to the Machine Vision Technology described below. At that time the
Company did not have available cash to pay to Mr. Cherry and there was no
public market for the stock of the Company. Based upon his desire for some
degree of immediate liquidity, management agreed to issue shares of Reg Tech to
Mr. Cherry and to treat this as an advance. As previously noted, Reg Tech owns
51% of REGI which owns 76.7% of the Common Stock of the Company. Both Mr.
Cherry and Mr. Robertson are officers and directors of both the Company and Reg
Tech.
The terms of the agreements referenced above were negotiated by the
parties in non-arm's-length transactions but were deemed by the parties
involved to be fair and equitable under the circumstances existing at the time.
In 1995, the Company acquired an exclusive limited sublicense to
market and distribute in Canada the rights to Machine Vision Technology for the
following consideration:
i) $200,000.
ii) royalty payments equal to 2% of all net revenue derived from
sales in Canada, to be paid 30 days after the end of each
calendar quarter.
iii) minimum annual royalty payments as follows:
8
<PAGE> 11
<TABLE>
<CAPTION>
$
<S> <C>
December 31, 1996 1,000
December 31, 1997 3,000
December 31, 1998 4,500
annually thereafter 6,000
</TABLE>
On October 31, 1995, the Company sold its rights to the Machine Vision
Technology to Reg Tech for $200,000. All obligations pursuant to the
sublicense were transferred to Reg Tech.
PROPOSAL NO. 2 - AMENDMENT OF BYLAWS
Article II, Section 1 of the Bylaws currently reads as follows:
Section 1. Number: The corporate powers, business and
property of the corporation shall be exercised, conducted and
controlled by a Board of Directors, unless otherwise changed by an
amendment to the By-Laws. The shareholders may by such an amendment
increase or decrease the number of the members of the Board of
Directors of this corporation to any number of not less than two (2)
directors, nor more than nine (9) directors.
The Board of Directors recommends that the Shareholders amend Article
II Section 1 of the Bylaws to read in full as follows:
Section 1. Number: The corporate powers, business and
property of the corporation shall be exercised, conducted and
controlled by a Board of Directors, unless otherwise changed by an
amendment to the By-Laws. The Board of Directors shall fix by
resolution the number of the members of the Board of Directors of this
corporation to any number of not less than two (2) directors, nor more
than nine (9) directors.
This amendment will give the Board of Directors the flexibility to
determine the number of directors within a range of not less than two (2) nor
more than nine (9) without going through the expensive and cumbersome process
of having the shareholders fix the number of directors within the range. Such
a procedure is provided for under Oregon law. This amendment must be approved
by a majority of the shares represented at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL
NO. 2.
PROPOSAL NO. 3 - APPROVAL OF AUDITORS
9
<PAGE> 12
The Board of Directors recommends that Elliott Tulk Pryce Anderson
serve as auditors of the Company until the next Annual Meeting of Shareholders.
Elliott Tulk Pryce Anderson, independent Chartered Accountants, performed the
audit of the consolidated financial statements for the Company for the year
ended April 30, 1996. Representatives of Elliott Tulk Pryce Anderson will not
be present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 3.
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before
the shareholders at the Annual Meeting. In the event other matters are
presented for a vote at the Meeting, the proxy holders will vote shares
represented by properly executed proxies in their discretion in accordance with
their judgment on such matters.
At the Meeting, management will report on the Company's business and
shareholders will have the opportunity to ask questions.
September 16, 1996 BY ORDER OF THE BOARD OF DIRECTORS
John G. Robertson, President
10
<PAGE> 13
REGI U.S. INC.
185 - 10751 Shellbridge Way
Richmond, B.C.
Canada
V6X2W8
Tel No. (604) 278-5996
FORM OF PROXY
I, the undersigned shareholder of REGI U.S., Inc. (the "Company"), hereby
nominate, constitute and appoint John Robertson, the President and Director of
the Company of Richmond, British Columbia or failing him, ___________________,
and each of them (with full power to act alone), as my true and lawful
attorney, with full power of substitution to vote for me and in my name, place
and stead all of the stock of the Company standing in my name and on its books
on September 9, 1996 (the Record Date), at the Annual Meeting Shareholders of
the Company to be held at Graham & Dunn, 14250 5th Ave., 33rd Floor, Seattle,
WA 98101, at 11:00 a.m., on October 21, 1996, or at any adjournments thereof,
with all the powers the undersigned would possess if personally present,
follows:
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY AND WILL BE VOTED "FOR" THE PROPOSITIONS LISTED BELOW UNLESS THE
SHAREHOLDER, BY SO SIGNIFYING IN SPACES PROVIDED BELOW, VOTES AGAINST SUCH
PROPOSITIONS, OR WITHHOLDS AUTHORITY TO VOTE FOR THEM.
1. ELECTION OF DIRECTORS. Electing persons listed below to serve as
Directors for the ensuing year.
John Robertson FOR [ ] WITHHOLD [ ]
Brian Cherry FOR [ ] WITHHOLD [ ]
2. APPROVAL OF AMENDMENT OF BYLAWS. Approving an amendment to the
Bylaws of the Company to allow the Board of Directors to fix the
number of directors between two (2) and nine (9).
FOR [ ] WITHHOLD [ ] ABSTAIN [ ]
3. APPROVAL OF ELLIOTT TULK PRYCE ANDERSON, chartered Accountants, as
Auditors of the Company until the close of the next annual meeting.
FOR [ ] WITHHOLD [ ] ABSTAIN [ ]
1
<PAGE> 14
4. OTHER MATTERS. In their discretion, upon such other matters as may
properly come before the meeting. The Board of Directors recommends a
vote "IN FAVOR" the propositions listed above.
DATED ______________________, 1996
_________________________________
SIGNATURE OF SHAREHOLDER
Name:____________________________
Address:_________________________
_________________________________
No. of Shares:___________________
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. WE URGE YOU TO
SIGN AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE TO NEVADA AGENCY & TRUST
COMPANY, 50 WEST LIBERTY STREET, SUITE 880, RENO, NV, 89501 -- WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY
THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
EXERCISE.
2
<PAGE> 15
NOTES TO FORM OF PROXY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM VOTING ON
ANY POLL REQUESTED BY A SHAREHOLDER OR PROXYHOLDER (PROVIDED THE INSTRUCTIONS
ARE CERTAIN) OR REQUIRED BY VIRTUE OF 5% OR MORE OF THE OUTSTANDING SHARES OF
THE COMPANY BEING REPRESENTED BY PROXIES AT THE MEETING THAT ARE TO BE VOTED
AGAINST A MATTER. IF THE SHAREHOLDER HAS SPECIFIED A CHOICE WITH RESPECT TO
ANY OF THE ITEMS ABOVE BY MARKING AN "X" IN THE SPACE PROVIDED FOR THAT PURPOSE
THE SHARES WILL BE VOTED ON ANY POLL IN ACCORDANCE WITH THAT CHOICE. (IN THE
ABSENCE OF INSTRUCTIONS MADE ON A FORM OF PROXY, IT IS THE INTENTION OF THE
MANAGEMENT DESIGNEE, IF NAMED AS PROXY, TO VOTE FOR THE APPROVAL OF ALL OF THE
MATTERS REFERRED TO IN THE NOTICE OF MEETING.)
THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR
VARIATIONS OF THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND WITH RESPECT
TO OTHER MATTERS WHICH MIGHT PROPERLY COME BEFORE THE MEETING.
A Shareholder has the right to designate a person (who need not be a Shareholder
of the Company), other than directors, Officers of the Company and the
management designees, to attend and act for him at the Meeting. Such right may
be exercised by inserting in the blank space provided in the Form of Proxy, the
name of the person to be designated and deleting therefrom, the names of the
management designees or by completing another proper form of proxy and
delivering same to the office of the Registrar and Transfer Agent of the Issuer,
Nevada Agency & Trust Company, 50 West Liberty Street, Suite 880, Reno, NV,
89501 - no later than forty-eight (48) hours (excluding Saturdays, Sundays, and
holidays) before the time set for the Meeting or any adjournment thereof.
The Form of Proxy, to be valid, must be signed by the Shareholder or by his
attorney duly authorized in writing, or, if the Shareholder is a corporation,
the Form of Proxy shall be executed by an officer of such corporation or by an
attorney duly authorized in writing. If the Form of Proxy is executed by an
attorney for an individual shareholder or by an officer or attorney of a
corporate shareholder, the instrument so empowering the officer or attorney, as
the case may be, or a notarial copy thereof, must accompany the Form of Proxy.
A proxy to be effective must be deposited at the office of the Registrar and
Transfer Agent of the Company, no later than forty-eight (48) hours (excluding
Saturdays, Sundays and holidays) before the time set for the Meeting or any
adjournment thereof.
3
