<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 Rule 14a-11(c) or Rule 14a-12
COHESANT TECHNOLOGIES INC.
--------------------------
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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.
5845 West 82nd Street, Suite 102
Indianapolis, Indiana 46278
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 24, 1998
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 Wednesday June 24, 1998 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 fiscal 1998;
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 7, 1998,
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 Executive Officer
May 14, 1998
by Order of the
Board of Directors
<PAGE> 3
COHESANT TECHNOLOGIES INC.
5845 West 82nd Street, Suite 102
Indianapolis, Indiana 46278
1998 ANNUAL MEETING
June 24, 1998
THE PROXY AND SOLICITATION
This Proxy Statement is being mailed on May 14, 1998 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
1998 Annual Meeting of Stockholders to be held on June 24, 1998. 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 fiscal 1998; 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 7, 1998
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 of the Company 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>
AMOUNT AND NATURE PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OUTSTANDING SHARES
OF BENEFICIAL OWNER OWNERSHIP OWNED
------------------- --------- -----
<S> <C> <C>
Morton A. Cohen
1801 East 9th Street
Cleveland, Ohio 44114 1,316,880(1)(2) 48.8%
Clarion Capital Corporation
1801 East 9th Street
Cleveland, Ohio 44114 1,175,980 43.7%
Dwight D. Goodman 63,155(3) 2.3%
Morris H. Wheeler
1801 East 9th Street
Cleveland, Ohio 44114 1,183,980(4)(5) 44.0%
Douglas R. Elliott 117,675 4.4%
Richard L. Immerman 12,000 *
Michael L. Boeckman 6,000(4) *
All directors and executive
officers as a group (5 persons) 1,406,035(6) 51.6%
<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 10,000 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
(3) Includes 15,000 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
(4) Includes 5,000 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
(5) Includes 1,175,980 shares owned of record by Clarion.
(6) Includes 35,000 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
</TABLE>
2
<PAGE> 5
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. The following table sets forth
certain information regarding the nominees, based upon data furnished to the
Company by such persons as of May 7, 1998. 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 AND AGE SINCE
---- ---------------------------- -----
<S> <C> <C>
Morton A. Cohen Chairman of the Company and Chairman and Chief Executive
Officer of Clarion Corp.; age 63 1994
Dwight D. Goodman President and Chief Executive Officer; age 64 1994
Michael L. Boeckman Chief Financial Officer of Cohen & Co.; age 51 1994
Richard L. Immerman Vice President and Co-Owner of Functional Products Inc.;
age 48 1998
Morris H. Wheeler President of Clarion Management Ltd. and Clarion Capital
Corporation; Age 37 1996
</TABLE>
MORTON A. COHEN has been Chairman of the Board since the Company's
inception in July 1994, and served as the Company's Chief Executive Officer from
July 1994 to January 1998. Mr. Cohen has been Chairman of the Board of Directors
and Chief Executive Officer of Clarion Capital Corporation ("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 Chief Executive Officer of the Company since January
1998, 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 GCI
from 1984 to 1996.
MICHAEL L. BOECKMAN has been a Director of the Company since its
inception. Mr. Boeckman has been Chief Financial Officer of Cohen & Co., a
Cleveland based accounting firm (no relation to Morton A. Cohen), 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.
3
<PAGE> 6
RICHARD L. IMMERMAN has been a Director of the Company since January
1998. Mr. Immerman is the Vice President and co-owner of Functional Products
Inc., a specialty chemical company, a position he has held for over five years.
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 five year options to purchase 5,000 shares of
Common Stock at $1.25 and 1.5625 on July 25, 1996 and February 23, 1998,
respectively. The Board of Directors has two standing committees which are the
Compensation Committee, the members of which are Michael Boeckman, Morton Cohen
(Chairman) and Morris Wheeler, and the Audit Committee, the members of which are
Michael Boeckman, Morton Cohen (Chairman) and Richard Immerman.
During the fiscal year ended November 30, 1997, there were three
meetings of the Company's Board of Directors. Other actions were taken by
written action signed by all of the Board members. While there were no meetings
of the Audit and Compensation Committees during the year, matters normally acted
upon by these committees were acted upon by the Board of Directors. Each
incumbent Director has attended all of the Board meetings. 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 and 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, 1997, 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, 1997, 1996 and
1995 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.
4
<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES
UNDERLYING
NAME AND FISCAL OTHER ANNUAL OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) (SHARES) COMPENSATION(2)
------------------ ---- ------ ----- --------------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Morton A. Cohen, 1997 $ 0 $ 0 $ 0 0 $ 0
Chairman of the Board 1996 0 0 0 10,000 0
and Chief Executive 1995 0 0 0 1,000 0
Officer
Dwight D. Goodman 1997 121,240 $20,000 $ 0 0 $ 3,706
President and Chief 1996 118,980 0 0 15,000 3,641
Operating Officer 1995 108,000 0 0 15,000 3,703
Douglas R. Elliott (3) 1997 114,990 $ 0 $ 0 0 $ 3,467
Executive Vice 1996 111,240 0 0 5,000 3,339
President and Chief 1995 107,000 0 0 15,000 3,210
Technical Officer
<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.
(3) Mr. Elliott resigned his position with the Company effective December 1,
1997.
</TABLE>
Mr. Dwight D. Goodman has an agreement pursuant to which he is employed
through May 31, 1998. 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.
OPTION GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
The Company made no grants of stock options during fiscal 1997.
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.
5
<PAGE> 8
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
NOVEMBER 30, 1997 NOVEMBER 30, 1997
------------------------------- --------------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Morton A. Cohen 0 0 6,000 5,000 0 0
Dwight D. Goodman 0 0 15,000 15,000 0 0
Douglas R. Elliott 0 0 8,750 11,250 0 0
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has a Financial Advisory Agreement with Clarion pursuant to
which Clarion provides management and administrative support. Clarion receives a
quarterly fee of $10,500. Under the agreement, Clarion also performs additional,
specific projects, as requested. Under the agreement, Clarion received $40,900
in fiscal 1997.
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has selected Arthur Andersen LLP as auditors for
the fiscal year ended November 30, 1998. 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 1998.
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 1999 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
1999 must be received by the Company no later than January 14, 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 Executive Officer
Indianapolis, Indiana
May 14, 1998
FINANCIAL INFORMATION
UPON WRITTEN REQUEST BY ANY STOCKHOLDER TO THE SECRETARY, COHESANT
TECHNOLOGIES INC., 5845 WEST 82ND STREET, SUITE 102, INDIANAPOLIS, INDIANA
46278, A COPY OF THE COMPANY'S 1997 ANNUAL REPORT ON FORM 10-KSB, AS AMENDED,
(BUT WITHOUT EXHIBITS) WILL BE PROVIDED WITHOUT CHARGE.
6
<PAGE> 9
COHESANT TECHNOLOGIES INC.
5845 West 82nd Street, Suite 102
Indianapolis, Indiana 46278
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 24, 1998, 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:
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY TO VOTE FOR ALL
NOMINEES LISTED BELOW
[ ] [ ]
(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, Richard L.
Immerman 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, 1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Upon such other matters 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)
<PAGE> 10
(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 PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COPY OF THE NOTICE OF ANNUAL
MEETING AND ACCOMPANYING PROXY STATEMENT DATED MAY 14, 1998, RELATING TO THE
ANNUAL MEETING AND THE 1997 ANNUAL REPORT TO STOCKHOLDERS.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Date: , 1998
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.
