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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 MAY 10, 1999
The Annual Meeting of Stockholders of Cohesant Technologies Inc. will
be held at, the Company's facility, 5845 West 82nd Street, Indianapolis,
Indiana 46278 on Monday May 10, 1999 at 12:00 noon, 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 1999;
3. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 26,
1999, 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
March 29, 1999
By Order of the
Board of Directors
<PAGE> 3
COHESANT TECHNOLOGIES INC.
5845 West 82nd Street, Suite 102
Indianapolis, Indiana 46278
1999 ANNUAL MEETING
May 10, 1999
THE PROXY AND SOLICITATION
This Proxy Statement is being mailed on March 29, 1999 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
1999 Annual Meeting of Stockholders to be held on May 10, 1999. 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 1999; 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 March 26,
1999 as the record date for determining stockholders entitled to notice of the
meeting and to vote. On that date, 2,370,133 shares of Common Stock were
outstanding and entitled to one vote on all matters properly brought before the
Annual Meeting.
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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 1,251,630(1)(2) 52.5 %
Clarion Capital Corporation
1801 East 9th Street
Cleveland, Ohio 44114 1,175,980 49.6 %
Dwight D. Goodman 74,405(3) 3.1 %
Morris H. Wheeler
1801 East 9th Street
Cleveland, Ohio 44114 13,000(4) *
Richard L. Immerman 37,000(5) 1.6 %
Michael L. Boeckman 11,000(4) *
Richard A. Mordarski 18,493(6)(7) *
All directors and executive
officers as a group (8 persons) 1,459,276(8)(9) 59.4 %
* Represents less than 1%
</TABLE>
(1) Includes 1,175,980 shares owned of record by Clarion Capital Corporation
("Clarion"), an entity of which Mr. Cohen is a principal.
(2) Includes 15,250 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
(3) Includes 26,250 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
(4) Includes 10,000 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
(5) Includes 5,000 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
(6) Includes 8,250 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
(7) Includes 4,243 shares owned in the Company sponsored 401k Plan as of
February 22, 1999.
(8) Includes 85,000 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
(9) Includes 21,738 shares owned by various executive officers in the Company
sponsored 401k Plan as of February 22, 1999.
2
<PAGE> 5
ELECTION OF DIRECTORS
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 March 26, 1999. 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 65 1994
Michael L. Boeckman Chief Financial Officer of Cohen & Co.; age 52 1994
Richard L. Immerman Vice President and Co-Owner of Functional Products Inc.;
age 48 1998
Morris H. Wheeler Chief Executive Officer of BlueTape, LLC; Age 38 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 Zemex Corporation, an industrial minerals company 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 and
President of the Company since July 1996. From May 1996 until June 1998, Mr.
Goodman had been the Chief Financial Officer; 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., a Company subsidiary, 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.
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.
3
<PAGE> 6
MORRIS H. WHEELER has been a Director of the Company since July 1996. Since
April 1998, Mr. Wheeler has been Chief Executive Officer of BlueTape, LLC, an
online music distribution business based in New York City. Prior to the founding
of BlueTape, LLC., Mr. Wheeler served as President of Clarion from September
1996 until April 1998, and served as its Vice President from August 1994 to
September 1996. Mr. Wheeler also was President of Clarion Management Ltd., an
investment management and consulting company, from April 1996 to April 1998.
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, 1998, there were four meetings of
the Company's Board of Directors and three meetings of the Compensation
Committee. Other actions were taken by written action signed by all of the Board
members. While there were no meetings of the Audit Committee during the year,
matters normally acted upon by this committee 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, 1998, 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, 1998, 1997 and
1996 for the chief executive officer and the other executive officer who
received compensation in excess of $100,000 during the fiscal 1998 year.
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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>
Dwight D. Goodman 1998 $125,000 $30,000 $ 0 22,500 $4,449
President and Chief 1997 121,240 20,000 0 0 3,706
Executive Officer 1996 118,980 0 0 15,000 3,641
Richard A. Mordarski 1998 93,000 27,000 $ 0 13,000 3,422
President - 1997 90,550 18,000 0 0 2,814
Glas-Craft, Inc. 1996 78,358 0 0 10,000 2,351
</TABLE>
(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.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% of Total
Options
Granted to Exercise
Number of Securities Employees or Base
Underlying Options in Fiscal Price Expiration
Name Granted Year ($/Sh) Date (3)
---- -------------------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Dwight D. Goodman 22,500 (1) 19.9% 1.5625 2/23/2003
Richard A. Mordarski 13,000 (2) 11.5% 1.5625 2/23/2003
</TABLE>
(1) Mr. Goodman's options become exercisable in two equal annual installments
commencing February 23, 1999, the anniversary of the date of the grant.
(2) Options become exercisable in four equal annual installments commencing
February 23, 1999, the anniversary of the date of the grant.
(3) Options were granted for a term of five years, subject to earlier
termination in certain events related to termination of employment.
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 executive of the Company named in
the compensation table.
5
<PAGE> 8
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
NOVEMBER 30, 1998 NOVEMBER 30, 1998
---------------------------------- -----------------------------------
SHARES ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dwight D. Goodman 0 0 15,000 22,500 $6,570 $2,824
Richard A. Mordarski 0 0 5,000 18,000 $2,190 $3,822
</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. This agreement was amended in October 1998, increasing
the quarterly payment to $13,000 effective December 1, 1998. Under the
agreement, Clarion also performs additional, specific projects, as requested.
Under the agreement, Clarion received $42,000 in fiscal 1998.
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has selected Arthur Andersen LLP as auditors for
the fiscal year ended November 30, 1999. 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 1999.
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
2000 must be received by the Company no later than November 29, 1999 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
March 29, 1999
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 1998 ANNUAL REPORT ON FORM 10-KSB, AS AMENDED,
(BUT WITHOUT EXHIBITS) WILL BE PROVIDED WITHOUT CHARGE.
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<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 May 10, 1999 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 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, 1999.
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)
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(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 MARCH 29, 1999, RELATING TO THE
ANNUAL MEETING AND THE 1998 ANNUAL REPORT TO STOCKHOLDERS.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Date: , 1999
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.
