<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
COHESANT TECHNOLOGIES INC.
--------------------------
(Name of Registrant as Specified in its Charter)
COHESANT TECHNOLOGIES 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:
<PAGE> 2
COHESANT TECHNOLOGIES INC.
1801 East Ninth Street, Suite 510
Cleveland, Ohio 44114
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 1997
The Annual Meeting of Stockholders of Cohesant Technologies Inc. will
be held at The Amphitheater at Ohio Savings Plaza, 1801 East Ninth Street,
Cleveland, Ohio 44114 on Thursday, June 19, 1997 at 4:00 p.m., local time, for
the following purposes:
1. To elect five Directors;
2. To ratify the appointment of Arthur Andersen LLP as auditors
of the Company for 1997;
3. To transact such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on May 2, 1997,
as the record date for determining stockholders who are entitled to notice of
the meeting and to vote.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, AND RETURN THE ENCLOSED
PROXY IN THE RETURN ENVELOPE PROVIDED FOR THAT PURPOSE, WHETHER OR NOT YOU
EXPECT TO BE PRESENT AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY REVOKE
YOUR PROXY AND VOTE SHARES IN PERSON.
The Proxy Statement accompanies this Notice.
Dwight D. Goodman
President and Chief Operating Officer
May 9, 1997
By Order of the
Board of Directors
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COHESANT TECHNOLOGIES INC.
1801 East Ninth Street, Suite 510
Cleveland, Ohio 44114
1997 ANNUAL MEETING
June 19, 1997
THE PROXY AND SOLICITATION
This Proxy Statement is being mailed on May 9, 1997, to the
stockholders of Cohesant Technologies Inc. (the "Company") in connection with
the solicitation by the Board of Directors of the enclosed form of Proxy for the
1997 Annual Meeting of Stockholders to be held on June 19, 1997. Any stockholder
signing and returning the enclosed Proxy has the power to revoke it by giving
notice of such revocation to the Company in a subsequently dated writing or in
the open meeting before any vote with respect to the matters set forth therein
is taken. Attendance at the Annual Meeting will not, in itself, constitute
revocation of a previously granted Proxy. The representation in person or by
Proxy of at least a majority of the outstanding shares of Common Stock entitled
to vote is necessary to provide a quorum at the Annual Meeting. The nominees for
Directors receiving the greatest number of votes will be elected; the proposal
regarding the ratification of the auditors requires approval only by a majority
of the votes cast. As a result, although abstentions and broker non-votes will
not be counted in determining the outcome of either vote, they will be counted
in determining whether a quorum has been achieved. The cost of soliciting the
Proxy will be borne by the Company.
PURPOSES OF ANNUAL MEETING
The Annual Meeting has been called for the purposes of (1) electing
five Directors; (2) ratifying the selection of Arthur Andersen LLP as auditors
of the Company for 1997; and (3) transacting such other business as may properly
come before the meeting.
The two persons named in the enclosed Proxy have been selected by the
Board of Directors and will vote shares of Common Stock represented by valid
Board of Directors' Proxies. They have indicated that, unless otherwise
indicated in the enclosed Proxy, they intend to vote for the election of the
nominees listed below and in favor of the proposal listed in Item 2 above.
The Company has no knowledge of any other matters to be presented at
the meeting, except the reports of officers on which no action is proposed to be
taken. In the event that other matters do properly come before the meeting, the
persons named in the Proxy will vote in accordance with their judgment on such
matters.
VOTING SECURITIES
The Board of Directors has fixed the close of business on May 2, 1997,
as the record date for determining stockholders entitled to notice of the
meeting and to vote. On that date, 2,688,343 shares of Common Stock were
outstanding and entitled to one vote on all matters properly brought before the
Annual Meeting.
<PAGE> 4
OWNERSHIP OF VOTING SECURITIES
The following table sets forth, as of the date hereof, certain
information concerning those persons known to the Company, based on information
obtained from such persons, with respect to the beneficial ownership (as such
term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of shares of Common Stock by (i) each person known by the Company to be
the owner of more than 5% of the outstanding shares; (ii) each Director,
(iii) each executive officer named in the Summary Compensation Table; and
(iv) all Directors and executive officers as a group:
<TABLE>
<CAPTION>
PERCENTAGE OF
AMOUNT AND NATURE OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL SHARES
OF BENEFICIAL OWNER OWNERSHIP OWNED
------------------- --------- -----
<S> <C> <C>
Morton A. Cohen
1801 East 9th Street
Cleveland, Ohio 44114 1,307,880(1)(2) 48.6%
Clarion Capital Corporation
1801 East 9th Street
Cleveland, Ohio 44114 1,175,980 43.7%
Dwight D. Goodman
5845 W. 82nd Street
Indianapolis, Indiana 46278 55,655(3) 2.1%
Douglas R. Elliott
5231 Northrup Avenue
St. Louis, Missouri 63110 125,175(3) 4.6%
Morris H. Wheeler
1801 East 9th Street
Cleveland, Ohio 44114 1,177,980(4) 43.8%
Michael L. Boeckman
1300 East 9th Street
Cleveland, Ohio 44114 1,000 *
All directors and executive officers as a group 1,491,710(5) 55.2%(5)
(5 persons)
<FN>
*Represents less than 1%.
(1) Includes 1,175,980 shares owned of record by Clarion Capital
Corporation ("Clarion"), an entity of which Mr. Cohen is a principal,
and 30,500 shares held by various other investment funds of which Mr.
Cohen is deemed a control person.
(2) Includes 1,000 shares issuable upon exercise of options exercisable
within 60 days of the date hereof.
(3) Includes 7,500 shares issuable upon exercise of options exercisable
within 60 days of the date hereof.
(4) Includes 1,175,980 shares owned of record by Clarion.
(5) Includes 16,000 shares issuable upon exercise of stock options
exercisable within 60 days of the date hereof.
</TABLE>
ELECTION OF OFFICERS
Five directors are to be elected at the Annual Meeting, to hold office
from election until the next Annual Meeting of Stockholders or until their
successors are duly elected and qualified. Norton W. Rose, age 68, has retired
from the Board of Directors. Since a suitable replacement nominee has yet to be
found, a vacancy will remain in the
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Board of Directors until filled by the Directors. The following table sets forth
certain information regarding the nominees, based upon data furnished to the
Company by such persons as of May 2, 1997. In the event of the death of or
inability to act of any of the nominees, the Proxies will be voted for the
election as a Director of such other person as the Board of Directors may
recommend. The Board of Directors has no reason, however, to anticipate that
this will occur.
<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION AGE SINCE
---- -------------------- --- -----
<S> <C> <C> <C>
Morton A. Cohen Chairman and Chief Executive 61 1994
Officer of the Company
Dwight D. Goodman President and Chief Operating 64 1994
Officer of the Company
Douglas R. Elliott Executive Vice President 44 1994
and Chief Technical Officer
of the Company
Michael L. Boeckman Chief Financial Officer 50 1994
of Cohen & Co.
Morris H. Wheeler President of Clarion Management Ltd. 36 1996
and Clarion Capital Corporation
</TABLE>
MORTON A. COHEN has been Chairman of the Board and Chief Executive
Officer since the Company's inception in July 1994, and served as the Company's
President from May to July 1996. Mr. Cohen has been Chairman of the Board of
Directors and Chief Executive Officer of Clarion, a private, small business
investment company for more than five years. He is also a director of Sentex
Sensing Technologies, Inc., a manufacturer of instrumentation measuring devices;
Zemex Corporation, an industrial minerals company; Gothic Energy Corporation, a
developer and operator of oil and gas producing properties and DHB Capital
Group, Inc., a holding company with a diversified portfolio. Mr. Cohen is the
father-in-law of Morris H. Wheeler.
DWIGHT D. GOODMAN has been a Director of the Company since its
inception and has been the President and Chief Operating Officer of the Company
since July 1996 and Chief Financial Officer since May 1996; from May 1996 until
July 1996, Mr. Goodman had been the Company's Executive Vice President and Chief
Financial Officer. Mr. Goodman had been the President and Chief Executive
Officer of Glas-Craft, Inc. ("GCI"), a Company subsidiary, since 1984.
DOUGLAS R. ELLIOTT has been a Director of the Company since its
inception and has been the Company's Executive Vice President and Chief
Technical Officer since October 1996. Prior thereto, Mr. Elliot had been
President and Chief Executive Officer of American Chemical Company ("ACC"), a
Company subsidiary, for more than five years.
MICHAEL L. BOECKMAN has been a Director of the Company since its
inception. Mr. Boeckman has been Chief Financial Officer of Cohen & Co., an
accounting firm, since December 1996. From May 1996 through December 1996, Mr.
Boeckman was a self-employed business consultant. From July 1994 until May 1996,
Mr. Boeckman was the Company's President and Chief Operating Officer. Prior
thereto, Mr. Boeckman was the Vice President and Chief Financial Officer of
Clarion for more than five years.
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<PAGE> 6
MORRIS H. WHEELER has been a Director of the Company since July 1996.
Mr. Wheeler has been President of Clarion since September 1996, and served as
its Vice President from August 1994 to September 1996. Mr. Wheeler has been
President of Clarion Management Ltd., an investment management and consulting
company, since April 1996. Prior to August 1994, Mr. Wheeler was an attorney
with the law firm of Davis Polk & Wardwell in New York City. Mr. Wheeler is the
son-in-law of Morton A. Cohen.
Each non-employee director receives an annual retainer of $4,000, plus
$500 and reimbursement for expenses for each meeting attended. In addition, each
non-employee director received a five-year option to purchase 5,000 shares of
Common Stock at $1.25 on July 25, 1996. The Board of Directors has two standing
committees which are the Compensation Committee, the members of which are
Michael Boeckman and Morris Wheeler, and the Audit Committee, the members of
which are Michael Boeckman and Morris Wheeler.
During the fiscal year ended November 30, 1996, there were four
meetings of the Company's Board of Directors and one meeting each of the
Compensation Committee and Audit Committee. Each incumbent Director has attended
all of the Board meetings and committee meetings on which he served. The Board
of Directors has no nominating committee.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3 and 4 an amendments thereto
furnished to the Company with respect to its most recent fiscal year and Form 5
and amendments thereto furnished to the Company with respect to its most recent
fiscal year, and written representations from reporting persons that no Form 5
was required, the Company believes that during the fiscal year ended November
30, 1996, all filing requirements applicable to its executive officers and
Directors were met.
EXECUTIVE COMPENSATION
The following table sets forth information relating to the annual and
long-term compensation for the fiscal years ended November 30, 1996, 1995 and
1994 for the chief executive officer and the other two most highly compensated
executives of the Company. No other executive officer received compensation in
excess of $100,000 during such year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------------------------------- -----------------------
Fiscal Other Annual Securities Underlying All Other
Name and Principal Position Year Salary Bonus Compensation(1) Options (shares) Compensation(2)
--------------------------- ---- ------ ----- --------------- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Morton A. Cohen, 1996 -0- -0- -0- 10,000 -0-
Chairman of the Board and 1995 -0- -0- -0- 1,000 -0-
Chief Executive Officer 1994 -0- -0- -0- -0- -0-
Dwight D. Goodman, 1996 $118,980 -0- -0- 15,000 $3,641
President and Chief 1995 108,000 -0- -0- 15,000 3,703
Operating Officer 1994 108,000 $39,273 -0- -0- 4,476
Douglas R. Elliott, 1996 111,240 -0- -0- 5,000 3,339
Executive Vice President 1995 107,000 -0- -0- 15,000 3,210
and Chief Technical Officer 1994 107,000 -0- -0- -0- -0-
- ---------------
<FN>
(1) Excludes perquisites and other benefits, unless the aggregate amount of
such compensation is greater than 10 percent of the total of annual
salary and bonus reported for the named executive officer.
(2) Includes corporate contributions to the Company's 401(k) Plan.
</TABLE>
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Mr. Dwight D. Goodman has an agreement with GCI pursuant to which he is
employed through November 30, 1997. The employment agreement provides for an
annual base salary, increasing annually based upon the consumer price index and
an annual bonus at the discretion of the Compensation Committee of the Board of
Directors of the Company. In the event Mr. Goodman's employment is terminated
without cause, he will be paid the then current salary for one year. At the July
1996 Board of Directors meeting, Mr. Goodman's salary was increased to $121,240
to reflect his additional duties.
Mr. Douglas R. Elliott has an agreement with ACC pursuant to which he
is employed as its President through November 30, 1997. Mr. Elliott's current
annual base salary is $114,990, and an annual bonus is payable at the discretion
of the Compensation Committee of the Board of Directors of the Company. In the
event Mr. Elliott's employment is terminated without cause, he will be paid the
then current salary for one year.
OPTION GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
The following table provides information relating to grants of stock
options made during the last fiscal year for the chief executive officer and the
other two most highly compensated executives of the Company.
<TABLE>
<CAPTION>
Number Of % Of Total
Securities Options Exercise
Underlying Granted To Or Base
Options Employees In Price Expiration
Name Granted Fiscal Year ($/SH) Date
---- ------- ----------- ------ ----
<S> <C> <C> <C> <C>
Morton A. Cohen 10,000(1) 8% $1.25 July 25, 2001
Dwight D. Goodman 15,000(1) 12% $1.25 July 25, 2001
Douglas R. Elliott 5,000(2) 4% $1.25 July 25, 2001
<FN>
(1) The option becomes exercisable in two equal annual installments commencing
July 25, 1997.
(2) The option becomes exercisable in four equal annual installments commencing
July 25, 1997.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information relating to aggregate option
exercises during the last fiscal year and fiscal year-end option values for the
chief executive officer and the other two most highly compensated executives of
the Company.
<TABLE>
<CAPTION>
Number Of Value Of Unexercised
Unexercised In-The-Money
Options At Options At
November 30, 1996 November 30, 1996
Shares Acquired Value ------------------------------ ------------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Morton A. Cohen -0- -0- 1,000 10,000 -0- -0-
Dwight D. Goodman -0- -0- 7,500 22,500 -0- -0-
Douglas R. Elliott -0- -0- 7,500 12,500 -0- -0-
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has entered, effective June 1, 1996, into a Financial
Advisory Agreement with Clarion pursuant to which Clarion provides management
and administrative support and assistance in preparation of SEC reports. Clarion
receives a quarterly fee of $10,500. Under the agreement, Clarion also provides
office space and
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<PAGE> 8
equipment for the Company's Chief Executive Officer and his staff. Clarion also
performs additional, specific projects, as requested. Under the agreement and
its predecessor, an Office Sharing Agreement, Clarion received $21,800 in
payment in fiscal 1996.
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has selected Arthur Andersen LLP as auditors for
the fiscal year ended November 30, 1997. The Board of Directors requests the
ratification of the appointment of Arthur Andersen LLP by the stockholders at
the Annual Meeting. The Board of Directors recommends that each stockholder vote
"FOR" ratification of Arthur Andersen LLP as auditors for fiscal 1997.
Representatives of Arthur Andersen LLP are expected to be present at
the meeting with the opportunity to make a statement if they desire to do so,
and are expected to be available to respond to appropriate questions.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of stockholders which are intended to be presented by such
stockholders at the Company's next annual meeting of stockholders to be held in
1998 must be received by the Company no later than January 9, 1998 in order that
they may be included in the proxy statement and form of proxy relating to that
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Dwight D. Goodman
President and Chief Operating Officer
Cleveland, Ohio
May 9, 1997
FINANCIAL INFORMATION
UPON WRITTEN REQUEST BY ANY STOCKHOLDER TO THE SECRETARY, COHESANT
TECHNOLOGIES INC., 1801 E. NINTH STREET, SUITE 510, CLEVELAND, OHIO 44114, A
COPY OF THE COMPANY'S 1996 ANNUAL REPORT ON FORM 10-KSB, AS AMENDED, (BUT
WITHOUT EXHIBITS) WILL BE PROVIDED WITHOUT CHARGE.
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COHESANT TECHNOLOGIES INC.
1801 East Ninth Street, Suite 510
Cleveland, Ohio 44114
PROXY
The undersigned, a holder of Common Stock of Cohesant Technologies Inc., a
Delaware corporation (the "Company"), hereby appoints MORTON A. COHEN and DWIGHT
D. GOODMAN, and each of them, the proxies of the undersigned, each with full
power of substitution, to attend, represent and vote for the undersigned, all of
the shares of the Company which the undersigned would be entitled to vote, at
the Annual Meeting of Stockholders of the Company to be held on June 19, 1997,
and any adjournments thereof, as follows:
1. The election of five members to the Board of Directors to hold office for a
one-year term and until their successors are duly elected and qualified, as
provided in the Company's Proxy Statement:
<TABLE>
<S> <C>
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW
[ ] [ ]
</TABLE>
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through or otherwise strike out his or her name below)
Morton A. Cohen, Michael L. Boeckman, Dwight D. Goodman, Douglas R. Elliot and
Morris H. Wheeler.
2. The ratification of the appointment of Arthur Andersen, LLP as the Company's
auditors for the fiscal year ending November 30, 1997.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Upon such other maters as may properly come before the meeting or any
adjournments thereof.
The undersigned hereby revokes any other proxy to vote at such Annual Meeting,
and hereby ratifies and confirms all that said attorneys and proxies, and each
of them, may lawfully do by virtue hereof. With respect to matters not known at
the time of the solicitations hereof, said proxies are authorized to vote in
accordance with their best judgment.
(Continued, and to be dated and signed, on the other side)
(Continued from the other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE OTHER SIDE HEREOF, IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE FIVE DIRECTORS NAMED IN PROPOSAL 1, FOR THE
ADOPTION OF PROPOSAL 2, AND AS SAID PROXIES SHALL DEEM ADVISABLE ON SUCH OTHER
BUSINESS AS MAY COME BEFORE THE MEETING.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COPY OF THE NOTICE OF ANNUAL
MEETING AND ACCOMPANYING PROXY STATEMENT DATED MAY 9, 1997, RELATING TO THE
ANNUAL MEETING AND THE 1996 ANNUAL REPORT TO STOCKHOLDERS.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Date: ___________________, 1997
______________________________
(Signature(s) of Stockholder(s)
The signature(s) hereon should
correspond exactly with the
name(s) of the Stockholder(s)
appearing on the Stock
Certificate. If stock is
jointly held, all joint owners
should sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such. If signer is a
corporation, please sign the
full corporate name, and give
title of signing officer.
THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS OF COHESANT
TECHNOLOGIES, INC.
