<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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] 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 (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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
REGI U.S., INC.
#185-10751 Shellbridge Way
Richmond, British Columbia V6X 2W8
CANADA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 29/TH/, 1999
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 in Salon #216 of the Holiday Inn, Vancouver
Airport, 10720 Cambie Road, Richmond, British Columbia, Canada, on Monday,
November 29/th/, 1999, at 10:00 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. 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 October 25/th/,
1999 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.
October 25/th/, 1999 BY ORDER OF THE BOARD OF
DIRECTORS
/s/ John Robertson, President
================================================================================
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>
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 October 29/th/, 1999, for use in connection with the Annual Meeting
of Shareholders (the "Annual Meeting") of REGI U.S., Inc. (the "Company") to be
held on Monday, November 29/th/, 1999. Only those shareholders of record at the
close of business on October 25/th/, 1999, the record date, 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
9,348,300.
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, the election of two (2) directors and the approval of Elliot
Tulk Pryce Anderson as auditors of the Company.
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.
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 October 25/th/, 1999 (including exercisable options) and the
percentage of Common Stock outstanding on that date that the individual's
holdings represented.
<PAGE>
-2-
<TABLE>
<CAPTION>
Shares and Percentage
of Common Stock
Principal Occupation Beneficially Owned as
Name and Age of Director of October 25/th/, 1999
- ------------------------------ ------------------------------------ ------------------------------
<S> <C> <C>
John G. Robertson, 58 Chairman of the Board, President 5,676,050 shares
and Chief Executive Officer 60.72%
Brian Cherry, 59 Vice President and Secretary 300,500 shares
3.21%
</TABLE>
John Robertson has been the Chairman, President and Chief Executive Officer of
the Company since its formation. Since October 1984 Mr. Robertson has been
President and a Director of Reg Technologies Inc., a British Columbia
corporation listed on the Vancouver Stock Exchange that has financed the
research on the Rand Cam Engine since 1986. REGI U.S. is controlled by Rand
Energy Group, Inc., a British Columbia corporation of which Reg Technologies
Inc. is the majority shareholder. REGI U.S. owns the U.S. rights to the Rand Cam
(TM) technology and Rand Energy Group, Inc. owns the worldwide rights exclusive
of the U.S. Mr. Robertson is President, Principal Executive Officer and a member
of the Board of Directors of IAS Communications, Inc., an Oregon corporation
traded on the OTC bulletin board, which is developing a new type of antenna
system. Since June 1997 Mr. Robertson has been President, Principal Executive
Officer and a Director of Information-Highway.com, Inc., a Florida corporation
traded on the OTC bulletin board, and its predecessor. He is also the President
and Founder of Teryl Resources Corp., a public company trading on the Vancouver
Stock Exchange involved in gold, diamond, and oil and gas exploration. He is
also President of Flame Petro-Minerals Corp., a public company trading on the
Alberta stock Exchange with interests in oil and gas and gold prospects. Since
May 1977 Mr. Robertson has been President and a member of the Board of Directors
of SMR Investments Ltd., a British Columbia corporation engaged in the business
of management and investment consulting.
Brian Cherry has been Vice President, Secretary and a Director of the Company
since its inception. Since October 1994 Mr. Cherry has served as Vice President
in charge of patents and technology for the Rand Cam Engine. Since April 1990
Mr. Cherry has been a director of Reg Technologies, Inc., a British Columbia
corporation listed on the Vancouver Stock Exchange that has financed the
research on the Rand Cam Engine since 1986.
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, 1999.
Board of Directors
The Company did not hold any Board meetings since its last annual meeting and it
passed nine consent resolutions approved by all directors.
Board Committees
The Board of Directors does not have any committees.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, all
directors and officers of the Company filed statements of changes in Beneficial
Ownership in a timely manner during fiscal 1999.
Executive Officers Who Are Not Directors
<PAGE>
-3-
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 Oct. 25, 1999 Position
---- ------------- --------
<S> <C> <C>
Jennifer Lorette 27 Vice President and Chief Financial
Officer
Patrick R. Badgley 56 Vice President, Research and
Development
</TABLE>
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.
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. 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.
Family Relationships - none.
Involvement in Certain Legal Proceedings.
To the best knowledge of the Officers and Directors of the Company, neither the
Company nor any of its Officers and Directors are parties to any legal
proceeding or litigation. Further, the Officers and Directors know of no
threatened or contemplated legal proceedings or litigation other than as
described below. None of the Officers and Directors have been convicted of a
felony or none have been convicted of any criminal offense, felony and
misdemeanor relating to securities or performance in corporate office. To the
best of the knowledge of the Officers and Directors, no investigations of
felonies, misfeasance in office or securities investigations are either pending
or threatened at the present time.
Compensation of Directors and Officers
Summary Compensation Table
<PAGE>
-4-
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 1999 -0- -0- -0- -0-
President, Chief 1998 -0- -0- -0- -0-
Executive Officer 1997 -0- -0- -0- -0-
Brian Cherry 1999 -0- -0- -0- 75,000
Vice President and 1998 -0- -0- -0- -0-
Director 1997 -0- -0- -0- 125,000
Patrick Badgley 1999 -0- -0- $36,000 -0-
Vice President 1998 -0- -0- $30,000 75,000
1997 $46,200 -0- -0- -0-
Jennifer Lorette, 1999 $ 6,000 -0- -0- 10,000
Vice President 1998 $ 6,000 -0- -0- -0-
1997 $ 6,000 -0- -0- 50,000
</TABLE>
(1) Represents options granted under the Company's 1993 Key Employees Incentive
Stock Option Plan.
No other significant compensation has been paid directly or accrued to any other
officer or director of the Company during the year ended April 1999. 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 the
Robertson Family Trust. The Company retained Access at the rate of $2,500 per
month 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.
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, 1999, the Company had
issued options for approximately 570,000 shares.
Option Grants in Last Fiscal Year
A grant of stock options for 85,000 shares at $0.75 per share, to expire on
November 12, 2003, were made to Brian Cherry (as to 75,000 shares), a Vice
President and Director of the Company and Jennifer Lorette (as to 10,000
shares), Vice-President of the Company.
Stock Options Exercised in Last Fiscal Year and Held at End of Fiscal Year -
April 30, 1999
The following table sets forth certain information with respect to options
exercised during fiscal 1999 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 1999.
<PAGE>
-5-
<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 -0- N/A 300,000 -0- $56,250 -0-
Brian Cherry -0- N/A 125,000 -0- $23,437 -0-
Jennifer Lorette -0- N/A 60,000 -0- $11,250 -0-
Patrick Badgley -0- N/A Nil -0- Nil -0-
</TABLE>
(1) The calculation of the value of unexercised options are based on the
difference between the last sale price of $0.5625 per share for the
Company's Common Stock on Friday, April 30, 1999, as reported by NASD, and
the exercise price of each option, multiplied by the number of shares
covered by the option.
Long Term Incentive Plan Awards
The Company does not have any Long Term Incentive Plans.
Employment Contracts and Termination of Employment and Change of Control
Arrangements
The Company does not have any employment contracts, termination of employment
and change of control arrangements.
Repricing of Options
On November 12/th/, 1998 the exercise price of the outstanding stock options
were reduced from $1.00 per share to $0.75 per share.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of September 30/th/, 1999, 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.
<PAGE>
-6-
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Shares Owned Percentage of
Name Shares Owned
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John G. Robertson [1] [2] Chairman of the Board, President and 5,676,050 60.72%
Chief Executive Officer
- ------------------------------------------------------------------------------------------------------------------
The Watchtower Society [1] [3] 5,367,900 57.42%
- ------------------------------------------------------------------------------------------------------------------
James McCann [1] [4] 5,367,900 57.42%
- ------------------------------------------------------------------------------------------------------------------
Rand Energy Group Inc. [1] [5] 5,367,900 57.42%
- ------------------------------------------------------------------------------------------------------------------
Brian Cherry [1] [6], Vice-President, Secretary and Director 300,500 3.21%
- ------------------------------------------------------------------------------------------------------------------
Jennifer Lorette [1] [7], Vice-President and Chief Financial
Officer 60,500 0.65%
- ------------------------------------------------------------------------------------------------------------------
Patrick Badgley [1] Nil -
- ------------------------------------------------------------------------------------------------------------------
ALL OFFICERS & DIRECTORS AS A GROUP [8] (Four Individuals) 6,037,050 64.58%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
Except as noted below, all shares are held beneficially and of record and each
record shareholder has sole voting and investment power.
__________________
(1) Based upon 9,348,300 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) Includes 5,367,900 shares registered in the name of Rand Energy Group Inc.
See Note (5) below for an explanation of the beneficial ownership of Rand
Energy Group Inc. Mr. Robertson disclaims beneficial ownership of these
shares beyond the extent of his pecuniary interest. Also includes 300,000
options that are currently exercisable. Mr. Robertson's address is the
same as the Company's.
(3) Includes 5,367,00 shares registered in the name of Rand Energy Group Inc.
See Note (5) below for an explanation of the beneficial ownership of Rand
Energy Group Inc.
(4) Includes 5,367,900 shares registered in the name of Rand Energy Group Inc.
See Note (5) below for an explanation of the beneficial ownership of Rand
Energy Group Inc.
(5) Rand Energy Group Inc. is owned 51% by Reg Technologies Inc. and 49% by
Rand Cam Engine Corp. Under Rule 13d-3 under the Securities Exchange Act
of 1934, both Reg Technologies Inc. and Rand Cam Engine Corp. could be
considered the beneficial owner of the 5,367,900 shares registered in the
name of Rand Energy Group Inc.
Reg Technologies Inc. is a British Columbia corporation listed on the
Vancouver Stock Exchange that has financed the research on the Rand Cam
Engine since 1986. Since October 1984 Mr. Robertson has been President and
a Director of Reg Technologies Inc. SMR Investment Ltd., a British
Columbia corporation, holds a controlling interest in Reg Technologies
Inc. Since May 1977 Mr. Robertson has been President and a member of the
Board of Directors of SMR Investments Ltd. Susanne M. Robertson, Mr.
Robertson's wife, owns SMR Investment Ltd. Accordingly, in Note (2) above,
beneficial ownership of the 5,367,900 shares registered in the name of
Rand Energy Group Inc. has been attributed to Mr. Robertson. The Company
believes it would be misleading and not provide clear disclosure to list
as beneficial owners in the
<PAGE>
-7-
table the other entities and persons discussed in this paragraph,
although a strict reading of Rule 13d-3 under the Securities Exchange Act
of 1934 might require each such entity and person to be listed in the
beneficial ownership table.
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. Accordingly, in Notes (3) and (4) above, beneficial ownership of
the 5,367,900 shares registered in the name of Rand Energy Group Inc. has
been attributed to The Watchtower Society and Mr. McCann. The Company
believes it would be misleading and not provide clear disclosure to list
as beneficial owners in the table the other entities and persons
discussed in this paragraph, although a strict reading of Rule 13d-3
under the Securities Exchange Act of 1934 might require each such entity
and person to be listed in the beneficial ownership table.
(6) Includes 125,000 options that are currently exercisable. Mr. Cherry's
address is the same as the Company's.
(7) Includes 60,000 options that are currently exercisable. Ms. Lorette's
address is the same as the Company's.
(8) Includes 5,367,900 shares registered in the name of Rand Energy Group
Inc. whose beneficial ownership is attributed to Mr. Robertson as set
forth in Note (2) above. See Note (5) above for an explanation of the
beneficial ownership of Rand Energy Group Inc. Mr. Robertson disclaims
beneficial ownership of these shares beyond the extent of his pecuniary
interest. Also includes 485,000 options that are currently exercisable.
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.
<PAGE>
-8-
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 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:
(1) $200,000;
(2) 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;
(3) minimum annual royalty payments as follows:
<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.
The Board of Directors recommends that you vote FOR the nominees to be elected
as directors.
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 for the Company for the year ended April
30, 1998. Representatives of Elliott Tulk Pryce Anderson will not be present at
the Annual Meeting.
<PAGE>
-9-
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.
October 25/th/, 1999 BY ORDER OF THE BOARD OF DIRECTORS
/s/ John G. Robertson, President
<PAGE>
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OF
REGI U.S., INC.
PLEASE SIGN AND RETURN IMMEDIATELY
----------------------------------
I, the undersigned shareholder of REGI U.S., INC. (the "Company"), hereby
nominate, constitute and appoint John Robertson, the President and a Director of
the Company, 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 October 25, 1999 (the "Record Date"), at the
Annual Meeting of Shareholders to be held in meeting room 216 at the Holiday
Inn, Vancouver Airport, 10720 Cambie Road, Richmond, British Columbia, Canada at
10:00 a.m., on Monday, November 29, 1999, 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 THE PROPOSITIONS LISTED BELOW UNLESS
THE SHAREHOLDER, BY SO SIGNIFYING IN THE SPACES PROVIDED BELOW, WITHHOLDS
AUTHORITY TO VOTE FOR THEM OR VOTES AGAINST SAID PROPOSITION.
1. ELECTION OF DIRECTORS. Electing the persons listed below to serve as
Directors for the ensuing year.
John Robertson FOR [_] WITHHOLD VOTE [_]
Brian Cherry FOR [_] WITHHOLD VOTE [_]
2 APPROVAL OF ELLIOTT TULK PRYCE ANDERSON, chartered Accountants, as Auditors
of the Company until the close of the next annual meeting.
FOR [_] WITHHOLD [_]
3. 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 the
propositions listed above.
DATED ___________________________, 1999.
____________________________________ ________________________________________
Name of Shareholder (please print) Name of Shareholder (please print)
_____________________________________ ________________________________________
Signature of Shareholder Signature of Shareholder
No. of Shares: __________________
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. ALL JOINT OWNERS
MUST 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.
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89501 -WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO
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ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED
AT ANY TIME PRIOR TO ITS EXERCISE.
<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 designee, 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 designee or by completing another proper form of proxy and delivering
same to the office of the Transfer Agent of the Company, 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.
