<PAGE>
SCHEDULE 14A INFORMATION STATEMENT
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
............................................................................
(Name of Registrant as Specified in its Charter)
REGI U.S., INC.............................................................
(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)(1) 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 fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................
(2) Form, Schedule or Registration Statement No.:
.......................................
(3) Filing Party:
.......................................
(4) Date Filed:
1
<PAGE>
REGI U.S., INC.
#185-10751 SHELLBRIDGE WAY
RICHMOND, BRITISH COLUMBIA V6X 2W8
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 9, 1997
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 Vandeberg Johnson & Gandara,
One Union Square, 600 University Street, Suite 2424, Seattle, WA 98101, on
Thursday, October 9, 1997, at 1:00 p.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. APPROVAL OF AUDITORS. Approval of Elliott Tulk Pryce Anderson as
auditors until the close of the next Annual Meeting.
3. 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, 1997 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 15, 1997 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.
================================================================================
1
<PAGE>
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 15, 1997, for use in connection with the
Annual Meeting of Shareholders of REGI U.S., Inc. (the "Company") to be held on
Thursday, October 9, 1997. Only those shareholders of record at the close of
business on September 9, 1997 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 8,223,300.
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 item 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 two matters being presented for consideration by the
shareholders at the Annual Meeting.
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 Board of Directors. 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.
2
<PAGE>
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, 1997 (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, 1997
------------ -------------------- ---------------------
<S> <C> <C>
John G. Robertson, 55 President and Chief Executive Officer 5,827,700 shares
70.8%
Brian Cherry, 57 Vice President and Secretary 378,000
4.6%
</TABLE>
JOHN ROBERTSON has been the Chairman, President and Chief Executive Officer
of the Company since its formation. For more than the past ten years he has also
been the president of Reg Technologies, Inc., a public company listed on the
Vancouver Stock Exchange, which he founded. He is also the President and Founder
of Teryl Resources Corp., a public company involved in gold, diamond, and oil
and gas exploration. Mr. Robertson is also President and Founder of SMR
Investments, Ltd., the management company for both Teryl Resources Corp. and Reg
Technologies, Inc.. SMR has been in business since 1979 and owns major share
positions in Teryl Resources Corp., Reg Technologies, Inc. and other public
companies. He is also President of Flame Petro Minerals Corp., a private company
with interests in oil and gas and gold prospects, and President of IAS
Communications, Inc., which is developing a new type of antenna system.
BRIAN CHERRY has been Vice President, Secretary and a Director of the
Company since its inception. His family has owned a pump manufacturing company
in Vancouver for a number of years and has made significant contributions to the
improved design of the Original Engine and the development of the RC/DC Engine
for the Company. Mr. Cherry has also been a Director of Flame Petro Minerals
Corp. From October 20, 1994 through the present he has also served as Vice
President in charge of patents and technology for Rand Cam Engine. From April
1990 through the present Mr. Cherry has acted as Secretary and Treasurer to Reg
Technologies, Inc. His duties include overseeing technical and patent data on
the RC/DC Engine for the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES TO BE
ELECTED AS DIRECTORS.
3
<PAGE>
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, 1997.
BOARD OF DIRECTORS
The Company's Board of Directors had one meeting and executed several
unanimous consent resolutions in 1997. Each director attended the meeting.
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 1997.
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 Sept. 30, 1997 Position
- ---- -------------- --------
<S> <C> <C>
Jennifer Lorette 25 Vice President, Treasurer, Principal
Accounting Officer and Chief Financial
Officer
Patrick R. Badgley 54 Vice President, Research and Development
</TABLE>
PATRICK R. BADGLEY was appointed Vice President, Research and
Development of the Company in February 1994. He is directing and participating
in the technical development of the Rand Cam compressor, gasoline engine and
diesel engine. Previously, Mr. Badgley had been employed for 16 years at
Adiabatics, Inc., in Columbus, Indiana. Between 1986 and 1994, Mr. Badgley was
the Director of Research and Development at Adiabatics, where he directly
oversaw several government and privately sponsored research programs including
the lightweight, quiet 30 kW APU project for ARPA. He was also the Program
Manager for the Gas Research Institute project for emissions reduction of
two-stoke cycle natural gas engines. He was also Program Manger for several coal
fuel diesel engine programs for the Department of Energy and for uncooled engine
programs for a Wankel engine for NASA and for a piston type diesel engine for
the U.S.
4
<PAGE>
Army. Mr. Badgley's work has covered all phases of research, design,
development and manufacturing, from research on ultra-high speed solenoids and
fuel sprays, to new product conceptualization and production implementation of
fuel pumps and fuel injectors. Previously, he also worked at Curtiss Wright and
John Deere on Wankel engine development. Mr. Badgley received his Bachelor of
Science degree in Mechanical Engineering from Ohio State University and has done
graduate work at Purdue University. Mr.
Badgley is also a director and officer of IAS Communications Inc.
JENNIFER H. LORETTE has been a Vice President and Chief Financial
Officer of the Company since June 1994. From April 1994 through the present she
has also been Vice President of Administration for Reg Technologies, Inc. From
December 1994 through the present she has acted as Secretary of IAS
Communications Inc. Between December 1992 and June 1994 she was employed in
various capacities by Reg Technologies, Inc. Ms. Lorette has also been the Vice
President and CFO of Flame Petro Minerals Corp. Between October 1990 and July
1992, Ms. Lorette was employed by Nickels Custom Cabinets.
COMPENSATION OF DIRECTORS AND OFFICERS
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 $100,000 during
such year.
5
<PAGE>
<TABLE>
<CAPTION> LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- --------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS (#)(1)
------------------ ---- ---------- --------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
John G. Robertson 1997 -0- -0- -0- -0-
President, Chief 1996 -0- -0- -0- 300,000
Executive Officer 1995 -0- -0- -0- -0-
Brian Cherry 1997 -0- -0- -0- -0-
Vice President and 1996 -0- -0- -0- -0-
Director 1995 -0- -0- -0- -0-
Patrick Badgley 1997 $ 46,200 -0- -0- -0-
Vice President 1996 $ 46,200 -0- -0- -0-
1995 $ 42,000 -0- -0- -0-
Jennifer Lorette, 1997 $ 6,000 -0- -0- -0-
Vice President 1996 $ 6,000 -0- -0- 50,000
1995 $ 2,000 -0- -0- -0-
</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 year ended April 30, 1997, 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 1997.
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.
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.
6
<PAGE>
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, 1997, the
Company had issued options for approximately 1,097,500 shares.
OPTION GRANTS IN LAST FISCAL YEAR
No grants of stock options were made during the fiscal year ended April
30, 1997 to the Company's Chief Executive and the other executive officers named
in the above Summary Compensation Table.
STOCK OPTIONS EXERCISED IN LAST FISCAL YEAR AND HELD AT END OF FISCAL YEAR -
APRIL 30, 1997
The following table sets forth certain information with respect to
options exercised during fiscal 1997 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 1997.
<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 137,000 $350,236 300,000 -0- -0- -0-
Patrick Badgley -0- N/A 75,000 -0- -0- -0-
Jennifer Lorette -0- N/A 60,000 -0- -0- -0-
Brian Cherry -0- -0- 125,000 -0- $40,300 -0-
</TABLE>
- --------------------
(1) The calculation of the value of unexercised options are based on the
difference between the last sale price of $0.906 per share for the
Company's Common Stock on Wednesday, April 30, 1997, as reported by
NASD, and the exercise price of each option, multiplied by the number
of shares covered by the option.
STOCK OPTION REPRICING
On June 12, 1997, the Board of Directors approved the repricing of stock
options held by John Robertson and Jennifer Lorette. Mr. Robertson held options
for 300,000 shares and Ms. Lorette held options for 75,000 shares, all
exercisable at $1.75 per share. On June 12, 1997 the market price for the Common
Stock was $0.93 per share. The exercise price for these options was changed to
$1.00 per share. These options expire on January 3, 2001.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 9, 1997, the amount and the
percentage of the Company's Common Stock owned of record or beneficially by each
officer, director and holder, 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>
TITLE AMOUNT AND NATURE PERCENTAGE
OF CLASS NAME AND ADDRESS OF OF BENEFICIAL OF BENEFICIAL
- -------- BENEFICIAL OWNER OWNERSHIP (1) OWNERSHIP (1)
---------------- ----------------- -------------
<S> <C> <C> <C>
Common Rand Energy Group Inc. 5,488,200 (2) 66.7%
1030 West Georgia St.
Vancouver, B.C., V6E 2Y3
Common Brian Cherry 378,000 (3) 4.6%
5451 Floyd Avenue
Richmond, B.C. Canada
Common John G. Robertson 5,827,700 (4) 70.8%
4040 Amundsen Place
Richmond, B.C. Canada
Common Patrick R. Badgley 75,000 (6) 0.9%
2815 Franklin Drive
Columbus, IN 47201
Common Jennifer Lorette 60,500 (5) 0.7%
419-5880 Dover Crest
Richmond, B.C. Canada
Common James McCann 5,488,200 (2) 66.7%
211 -107 E. Broadway
Vancouver, B. C.
Common All officers and 6,341,200 77.1%
directors as a group (five persons)
</TABLE>
- ------------------
1. Based upon 8,223,300 shares issued and outstanding and assuming exercise of
options. A person is deemed to be the beneficial owner of securities that
can be acquired by such person within 60 days from the date hereof upon the
exercise of options. Each beneficial owner's percentage ownership is
determined by assuming that options that are held by such person and which
are exercisable within 60 days from such date are exercised.
2. Rand Energy Group 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 300,000
shares of the Company's Common Stock. Susanne M. Robertson, the wife of
John G. Robertson, owns SMR
8
<PAGE>
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.
TRANSACTIONS WITH DIRECTORS
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 publicly-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, (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.
9
<PAGE>
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 66.7% 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:
$
December 31, 1996 1,000
December 31, 1997 3,000
December 31, 1998 4,500
annually thereafter 6,000
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 - APPROVAL OF AUDITORS
-------------------------------------
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
10
<PAGE>
for the Company for the year ended April 30, 1997. Representatives of Elliott
Tulk Pryce Anderson will not be present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
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 15, 1997 BY ORDER OF THE BOARD OF DIRECTORS
John G. Robertson, President
11
<PAGE>
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,
_______________________, (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, 1997 (the "Record Date"), at the Annual Meeting Shareholders of
the Company to be held at Vandeberg Johnson & Gandara, One Union Square, 600
University Street, Suite 2424, Seattle, WA 98101, at 1:00 p.m., on October 9,
1997, or at any adjournments thereof, with all the powers the undersigned would
possess if personally present, as follows:
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
AND WILL BE VOTED "FOR" THE INDIVIDUALS AND PROPOSITION LISTED BELOW UNLESS THE
SHAREHOLDER, BY SO SIGNIFYING IN SPACES PROVIDED BELOW, WITHHOLDS AUTHORITY TO
VOTE FOR THEM OR VOTES AGAINST SAID PROPOSITION.
ELECTION OF DIRECTORS. ELECTING THE PERSONS LISTED BELOW TO SERVE AS DIRECTORS
FOR THE ENSUING YEAR.
John Robertson FOR [ ] WITHHOLD [ ]
Brian Cherry FOR [ ] WITHHOLD [ ]
APPROVAL OF ELLIOTT TULK PRYCE ANDERSON, CHARTERED ACCOUNTANTS, AS AUDITORS OF
THE COMPANY UNTIL THE CLOSE OF THE NEXT ANNUAL MEETING.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
12
<PAGE>
OTHER MATTERS. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
INDIVIDUALS AND PROPOSITION LISTED ABOVE.
DATED _________________________, 1997.
- -----------------------------------
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.
13
<PAGE>
NOTES TO FORM OF PROXY
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD FROM VOTING ON
ANY POLL AS REQUESTED BY A SHAREHOLDER OR PROXYHOLDER (PROVIDED THE INSTRUCTIONS
ARE CERTAIN). 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 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 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.
......................................
14
