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:
[x] Preliminary Proxy Statement Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S240.14a-11(c) or S240.14a-12
TITAN 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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A. Paid by electronic transfer.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
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 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:
PROXY STATEMENT
TITAN TECHNOLOGIES, INC.
3206 Candelaria, N.E.
Albuquerque, New Mexico 87107
PERSONS MAKING THIS SOLICITATION
The Board of Directors (the "Board") of Titan Technologies, Inc. (the "Company")
solicits the enclosed proxy for use at the Annual Meeting of Shareholders of the
Company, to be held on December 30, 1998, at the Clubhouse Inn, 1315 Menaul
Blvd., N.E.. Albuquerque, New Mexico 87107, at 10:00 a.m., New Mexico time, and
at any postponement(s) or adjournment(s) of the Annual Meeting.
METHOD OF SOLICITATION
Solicitation will be made primarily by mail, commencing on or about November 28,
1998, but may also be made by telephone or oral communications by directors,
officers and employees of the Company. The Company estimates that the total
amount to be spent in connection with this solicitation, excluding salary paid
to officers and regular employees, will be $10,000 has been spent through the
date of mailing of this proxy material to you. The Company will pay all costs of
all solicitation efforts.
PROXIES AND VOTING AT THE MEETING
There are 25,180,411 shares of common stock issued and outstanding. A majority
of the shares, counted in the aggregate, must be represented in person, or by
proxy at the Annual Meeting in order to hold the Annual Meeting. Only
shareholders of record at the close of business on November 18, 1998, are
entitled to vote at the Annual Meeting. Because many shareholders cannot attend
the Annual Meeting, a large number must be represented by proxy. Shareholders
are encouraged to sign and return their proxies promptly, indicating the manner
in which they wish their shares to be voted. The proxy agents will vote the
shares represented by the proxies according to the instructions of the persons
giving the proxies. Unless other instructions are given, votes will be cast:
1. For the election of Management's three nominees for election to the Board
of Directors presented later in this Proxy Statement. To be elected as a
director, a nominee must receive the votes of a majority of the shares
represented at the Meeting. Each Management Nominee has affirmed his
availability and willingness to serve as a Company director when elected.
If, for any reason, any of the nominees become unavailable for election,
which the Board does not anticipate, the proxies will be voted for a
substitute nominee to be designated by the Board.
2. For the ratification and approval of five stock purchase options granted to
three employees and to Dr. Allred and to Mr. Wilder for the purchase of
Company's common stock. The stock options must be approved by a majority of
the issued and outstanding shares in order to become effective.
3. For the transaction of such other business as may properly come before the
Annual Meeting or any postponement(s) or adjournment(s) of the Annual
Meeting. The approval by a majority of the shares present at the meeting,
in person and by proxy, is required to pass such business.
To be elected, nominees for seats on the Board of Directors must receive the
affirmative vote of a majority of the votes cast in person and by proxy at the
meeting. To be passed, any other item that comes before the shareholders must
also receive the affirmative vote of a majority of the votes cast in person and
by proxy at the meeting.
Election inspectors will be appointed at the meeting. Such Inspectors will
determine the validity of proxies and will receive, canvas and report to the
meeting the votes cast by the shareholders on each item brought before the
shareholders for vote. No shares of the Company's stock can be voted by any
person who is not the record owner or voting under authority granted by the
record owner. All returned proxies are counted toward the required quorum or the
required majority of shares present at the meeting for election of directors. If
any shareholder returns a proxy without indicating his directions whether the
proxy should be voted for or against any item or voted for or withheld from
voting on any item, the proxy will be voted by the proxy agents FOR Management's
Nominees for director, FOR ratification and approval the grant of stock options
and, in the agents' discretion, on any other matter coming before the meeting.
Any Shareholder returning a proxy has the power to revoke that proxy at any time
before it is voted, by delivery of a written notice of revocation, signed by the
shareholder, to the Secretary of the Company; by delivery of a signed proxy
bearing a later date; or by attending the Annual Meeting and voting in person.
Any proxy which is not revoked will be voted at the Meeting.
The Annual Meeting will be conducted in accordance with an agenda which will be
conspicuously posted at the Annual Meeting. Participation at the meeting will be
encouraged but will be limited to shareholders and holders of valid proxies for
shareholders. The Meeting will start promptly at 10:00 a.m.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect three Directors to each serve
until the next annual or special meeting of shareholders at which directors are
elected. The Board of Directors of the Company has nominated Ronald L. Wilder,
Ronald E. Allred and Jelle deBoer to be Management's slate of candidates. Mr.
Wilder and Dr. Allred are current Directors. Dr. de Boer is a former director.
The Company's nominees have consented to be nominated and to serve if elected.
MANAGEMENT'S CANDIDATES
Ronald L. Wilder, the President and Chief Operating Officer of the Company, is
62 years of age and has been employed by the Company since 1986. Mr. Wilder and
another person acted as the Company's board of directors from 1986 until a new
slate of directors was elected by the company's shareholders on November 13,
1992. Following the election, the new board of directors voted to retain Mr.
Wilder as the Company's President and Chief Operating Officer. Mr. Wilder was a
founder of TRTC and serves on TRTC's board of directors. Mr. Wilder attended the
University of Southern California from 1954 to 1957 where he studied geology. He
served as President and a director of Solar Age Industries, Inc. from 1978 to
1986. Prior to being employed by Solar Age Industries, Inc., Mr. Wilder owned
and or operated public or private corporations in the cattle, Indian art and
financial service businesses. Since the resignation of Mr. Bruce Clark in April,
1998. Mr. Wilder also serves as the Company's secretary/treasurer and Chief
Financial Officer.
Dr. Ronald E. Allred, was elected to the Company's board of directors by the
Company's shareholders on November 13, 1992. Dr. Allred is 51 years of age and
holds a B.S. degree in Chemistry and a MS degree in Nuclear Engineering from the
University of New Mexico and a Sc.D. degree in Polymerics from MIT. He was
employed by Sandia National Laboratory as a Technical Staff member from July,
1969 to August, 1986. From December, 1986 to January, 1991, he was employed as
the director of the Material Department of PDA Engineering in Costa Mesa
California, and since January, 1991 has been owned Adherent Technologies in
Albuquerque, New Mexico.
Dr. Jelle deBoer, who is 75 years old, was first elected to the Registrant's
board of directors by the Registrant's Directors on January 4, 1994 and served
until October 10, 1997; when he resigned because of health matters, which no
longer exist. Dr. deBoer holds a B.S. degree in Biology, a M.S. degree in
Radiation Biology and a Ph.D. degree in Radiation Biology, as well as
specialized courses in Environmental Sciences. Dr. deBoer was employed by the
U.S. Air Force for more than 25 years as a Research Scientist.
No family relationship exists between any of the Company's officers and
directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The company's Common Stock is its only class of voting securities outstanding.
Only shareholders of record at the close of business on the Record Date, will be
entitled to vote at the Annual Meeting and at any adjournment thereof. As of the
Record Date there were 25,180,411 shares outstanding and entitled to vote at the
meeting. Each such share is entitled to one vote on each matter coming before
the Meeting.
Security Ownership of Certain Beneficial Owners and Management:
- ---------------------------------------------------------------
The following table sets forth, as of the Record Date the beneficial ownership
of the Company's common stock by each nominee and by all officers and Directors
as a group. The information as to beneficial stock ownership is based on data
furnished by each person. Each person has sole voting and investment power as to
all shares unless otherwise indicated.
NOTE: "Beneficial ownership" of stock, as defined by the Securities and Exchange
Commission, includes stock which is not outstanding and not entitled to vote or
receive dividends, but which an individual has the right to acquire within 60
days pursuant to a vested stock option. There are no unexercised stock options
now held by officers, directors or 5% shareholders that are now issued or
outstanding. There are issued and outstanding immediately exerciseable for the
purchase 300,000 shares of the Company's common stock (see "Certain
Transactions") that have been included in the computation of the percentage of
shares that are owned by officers, directors and 5% shareholders. The Company
may issue additional stock options in the future as circumstances dictate.
(1) (2) (3) (4)
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Ownership of Class
- -------------- ---------- ---------- --------
No Par Ronald L. Wilder 1,350 (direct)* **
Value Common 3202 Candelaria, N.E. 1,256,500(indirect)*** 5.0
Albuquerque,
New Mexico 87107
No Par Dr. Ronald E. Allred 226,000 (direct)**** **
value common 9621 Camino del Sol, N.E.
Albuquerque,
New Mexico 87111
No Par Jelle deBoer 143,000 (direct) **
Value Common 1716 Valencia, N.E.
Albuquerque,
New Mexico 87110
No Par value Officers and Directors 360,350 (direct) 1.4
Common Stock (three persons) 1,256,500* (indirect) 5.0
--------- ---
owned of record 1,686,850 7.5
========= ===
- ------
* In 1994 Mr. Wilder gave 100,000 shares of the Company's common stock to Mr.
Allred and 22,500 shares to four other individuals. These shares that were
not at the time deducted from Mr. Wilder's reported share holding and were
included therein in error in reports filed by the Company until 1998.
** Less than one percent.
*** Shares are owned by Mr. Wilder's family members who look to Mr. Wilder for
advice in voting their shares.
**** Of this total, 10,000 shares are owned by Dr. Allred's wife.
Other persons owning 5% or more of the Company no par value common stock:
- -------------------------------------------------------------------------
The only other persons known by the Company to own 5% or more of its issued and
outstanding no par value common stock are the following:
(1) (2) (3) (4)
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Ownership of Class
- -------------- ---------- ---------- --------
No Par Josef R. Strauss 4,100,000(1)(2)(direct) 16.3
value common 1243 Plumosa Dr.
Ft. Myers,
Florida 33901
No Par John Inman and 2,000,000 (direct) 7.9
value common Cyrene Inman Jtwros
700 Mullen Road, N.W.
Albuquerque,
New Mexico 87123
- -------
1) These totals do not reflect an agreement reached with Mr. Strauss whereby
the Company will issue Mr. Strauss 1,000,000 shares of common stock in
consideration of his canceling a promissory note of $112,000 and accrued
interest thereon, nor does it reflect the return by Mr. Strauss of
1,000,000 shares previously issued as a part of an offering that was to
have been made outside of the U.S., nor does it reflect the issuance of
$1,500,000 shares to be issued to Mr. Strauss in consideration of his
agreement that a license covering Europe issued to ESA World was void.
Giving consideration of all of those transactions, when completed, Mr.
Strauss and certain affiliated company's will own an aggregate of 5,600,000
shares, or approximately 21% of the shares that will then be issued and
outstanding.
2) Mr. Strauss denies any affiliation with the Company resulting from his
stock ownership.
Meetings of the Board:
- ----------------------
The Board held four meetings during the last fiscal year and all directors were
in attendance at those meetings. The board also acts in an informal way and
conducts its business through consent meetings following such telephonic
discussions as each director feels may be necessary for him to have an
understanding of the proposals to which his consent may be requested. During the
last fiscal year, the Directors had no consent meetings.
The Board has no audit, nominating, compensation committee, or other committees.
EXECUTIVE COMPENSATION
Over the past three years, the Company's executive officers were paid as
follows:
Annual Compensation
---------------------------------------------------
(a) (b) (c)
Name Annual
and Compen-
Principal satin
Position Year Salary($)
---------------------------------------------------
Ronald L. Wilder (1) 1996 $30,000
President 1997 $36,000
and COO 1998 $36,000
Bruce L. Clark(1)(2) 1996 $30,000
Secy., Treas., 1997 $36,000
and CFO 1998 $24,000
1) The Company provides health insurance for Mr. Wilder, and until his
resignation for Mr. Clark, and certain employees. The cost of Mr. Wilder's
insurance is $324.77 per month; Mr. Clark's was $147.98 per month and the
employee cost is $147.98 per month. It is anticipated that these costs will
be approximately the same during the current fiscal year.
2) On April 8, 1998, Mr. Clark resigned his positions as an officer and as a
director.
There has never been any bonus or long term compensation of any kind to any
officer or director.
During the past five years Adherent Technologies, a company owned by Dr. Allred,
a director, has received from various contracts with government agencies
approximately $2,000,000 as a reimbursement of its expenses for developing the
Company's technology. Under the contracts, Adherent is reimbursed its expenses
on billing to the government. Other than the benefit that the Company received
from the advancement of its technology, which Management believes is
significant, it did not participate in any of the grant money.
In the future, the Registrant's employees, including the Registrant's officers,
may also receive such bonuses and salary increases as the Board of Directors, in
its sole discretion, may award. The Registrant may in the future grant
cost-of-living or merit increases, even though such increases are not currently
contemplated. The Registrant presently has no retirement, bonus, profit sharing,
stock option or other compensation plan. The Registrant may in the future, and
with the approval of the Registrant shareholders, establish an Employee Stock
Ownership Plan and stock option plan or similar program to benefit its
employees. At this meeting of shareholders, the Company is asking the
shareholders approval of certain option grants to Mr. Wilder, Dr. Allred and the
Company's three employees. The specific terms of any other plan have not
presently been determined. Other than what is discussed in this Proxy Statement,
the Registrant has no retirement, pension, profit sharing, stock option or
similar program for the benefit of its officers, directors or employees, and
there are currently no plans, arrangements, commitments or understandings with
respect to the establishment of any such program.
STOCK PURCHASE OPTION GRANTS
Management is asking that you ratify and approve certain option grants that it
has made to certain of its employees and to Dr. Ronald Allred. The Options are
each to be effective as of December 9, 1998, the date of the shareholder's
meeting. The Company employees who are the beneficiaries of the grants are Mr.
Jeff Wilder, the son of Mr. Ronald Wilder, Mr. Dana Finley, the Company's
engineer, and Ms. Badria Hinde, the Company's office manager. Each of these
people have been full time Company employees for more than the past three years
and have devoted extraordinary effort to establish the Company and its business
and technology and during their employment have worked for minimal pay. Dr.
Allred was granted an option in consideration for all of the effort that he and
Adherent Technologies, his company, have devoted both to the development of the
Company's technology and to the introduction of prospective licensee's of the
technology to the Company. Mr. Wilder was granted an option in consideration for
all of effort and tireless belief in the success of the Company for the past ten
years, many times during which he forwent his pay. Each option grants the holder
the right, for a period of five years from the date of the shareholders meeting
, to purchase all or any part of 300,000 shares of the Company's common stock at
an exercise price of $0.16 per share, which was the market price for the
Company's stock on October 20, 1998. The shareholders are being asked to ratify
and approve these grants of options.
To be approved, the Option Grants must receive the affirmative vote of the
majority of the Company's issued and outstanding shares. Management recommends
that you ratify and approve these option grants to acknowledge to each of these
persons the Company's appreciation for their years of devoted service and
meaningful contributions of effort to your Company.
LEGAL PROCEEDINGS
The only legal proceedings to which the Registrant is a party or of which any of
its property is subject, are pending or known to be contemplated are the
following:
1. On February 12, 1998, the Registrant filed an action in the United States
District Court for New Mexico (Civil Action CV-98-182) against Josef
Strauss and Environmental Solutions Agency (a/k/a ESA World Trade),
alleging breach of contract, conversion, and breach of oral agreement in
connection with contracts and agreements for the sale and/or licensing of
the Registrant's TRTC technology and certain geographic marketing rights
and raising capital funds for recycling plants in Europe.
2. On May 15, 1998, in the United States District Court for New Mexico (Civil
Action CV-98-0580), Josef Strauss, Strauss Investor Services, Inc. (ASIS@)
and Environmental Solutions Agency (AESA@) and ESA World Trade, Ltd. (AESA
World@), filed an action naming the Company, its subsidiary Tire Recycling
Technologies Corporation (ATRTC") and Ronald L. Wilder, the Company's
President, defendants alleging that ESA was granted a license within the
territory of Europe, Australia, and America, and that Titan and the other
defendants marketed, directly or through third parties, the same technology
without notifying ESA of the potential customers or licensees.
These two actions were consolidated.
On October 20, 1998, all of the parties in these actions reached an agreement in
settlement of all of the issues raised by each of the complaints. The parties
agreed to the following: (1) Mr. Strauss agreed that he would return to the
Company 1,000,000 shares of stock previously issued by the Company for sale in
Europe; (2) Mr. Strauss agreed that he would cancel the obligation of the
Company to him for a promissory note and all accumulated interest in exchange
for 1,000,000 shares of the Company's restricted common stock; (3) in exchange
for 1,500,000 shares of the Company's common stock the license agreement between
the Company and ESA World will be considered void, and because the Agreement was
only recently entered into, it has not at the time of this Statement been
implemented.
Recently the Company received a demand for money and a threat of litigation from
a law firm in California claiming to represent and individual who claims that
through a contract with Don won Company, Inc., a Korean corporation, he is
entitled to a fee resulting from the sale of a TRTM-60 plant to purchasers
located in Taiwan. The Company has asked for additional clarification of the
reason for the demand being made upon it, but has not yet received a response.
The Company knows of no other legal proceedings pending or threatened, or
judgment against any director or officer of the Registrant in their capacity as
such.
CERTAIN TRANSACTIONS
1. On April 23, 1998, after the Company found that it was unable to borrow any
funds to meet its payroll and other operating costs, sold its truck to Jeff
Wilder, the President's son for $16,830 and the forgiveness by Jeff Wilder
of one month's salary and four installments of $548.92 and that money was
used as corporate working capital. Jeff Wilder granted Tire Recycling
Technologies Corp. the right to continue to use the truck for its business
purposes and granted Tire Recycling Technologies Corp. the right to
repurchase the truck by assuming the amount of the loan and repaying all
payments made by Jeff Wilder on the bank note signed by him to finance his
purchase of the truck.
2. On October 20, 1998, the Company granted options to purchase shares of its
common stock to Jeff Wilder and to Dana Finley, both of whom are full time
Company employees. Each option grants the holder the right, for a period of
five years from the date of approval of the options by the Company's
shareholders, to purchase all or any part of 300,000 shares of the
Company's common stock at an exercise price of $0.16, which was the market
price for the Company's stock on October 20, 1998. The shareholders are
being asked to ratify and approve this grant of options.
3. The Company has granted Dr. Ronald Allred and Ronald L. Wilder each an
option to purchase 300,000 shares of the Company's common stock in
recognition of the time and effort devoted by Dr. Allred and by Adherent
Technology to advancing the Company's technology and to Mr. Wilder for
years of service, which has been without significant compensation . The
options will be at an exercise price per share of $0.16 and may be
exercised at any time or from time to time for all or any part of the
shares subject to the grant for a period of five years from the date the
option grants are approved by the Company's shareholders. of the grant. The
shareholders are being asked to ratify and approve these option grants
option.
4. On April 30, 1998, as part of an agreement with two attorneys for
representation of the Company in its pending litigation and other matters,
the Company granted each of these people a five year option during which
they may purchase 150,000 shares of the Company's common stock at an
exercise price of $0.26 per share. Shareholders are not being asked to
approve this transaction.
5. At the end of the year the Company and ESA Gmbh agreed that 2,000,000
shares of the company's common stock would be exchanged for a 28% interest
owned by the Registrant in that foreign corporation. These shares have not
yet been canceled, but are considered not to be validly issued or
outstanding at this time.
6. Since the end of the fiscal year on July 31, 1998, the Company has
privately placed 2,088,000 shares of its common stock for and aggregate
consideration of $208,800.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Grant Thornton LLP, certified public accountants, has provided services to the
Company during the past fiscal year, which included the examination of the
Company's consolidated financial statements included in the Annual Report to
Shareholders and Annual Report on Form 10-KSB. A representative of Grant
Thornton LLP will be present at the Annual Meeting, will be available to respond
to appropriate questions concerning the financial statements of the Company, and
will have the opportunity to make a statement if the representative desires to
do so.
PROXY MATERIALS FOR NEXT ANNUAL MEETING
Shareholder proposals for consideration at the next Annual Meeting, which the
company expects to hold in November, 1999, must be received by the Company no
later than August 31, 1999. In order for such proposals to be included, they
must be legal and must comply with the Rules and Regulations of the Securities
and Exchange Commission.
OTHER BUSINESS
The Board knows of no other business which is to be presented at the Annual
Meeting. However, if other matters should properly come before the Annual
Meeting, the persons named in the proxy will vote on those matters according to
their judgment.
By Order of the Board of Directors
Ronald L. Wilder
- ------------------------------------------------
Ronald L. Wilder, President and Acting Secretary
Albuquerque New Mexico, November 18, 1998
ON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JULY 31, 1998, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE FINANCIAL STATEMENTS AND
THE SCHEDULES THERETO) TO ANY RECORD HOLDER OR BENEFICIAL OWNER OF THE COMPANY'S
SHARES AS OF THE CLOSE OF BUSINESS ON NOVEMBER 18, 1998. ANY EXHIBIT TO THE
ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED ON REQUEST UPON PAYMENT OF THE
REASONABLE EXPENSES OF FURNISHING THE EXHIBITS. ANY SUCH WRITTEN REQUEST SHOULD
BE ADDRESSED TO RONALD L. WILDER, PRESIDENT, TITAN TECHNOLOGIES, INC., 3206
CANDELARIA ROAD, N.E., ALBUQUERQUE, NEW MEXICO 87107.
PROXY
FOR THE ANNUAL/SPECIAL MEETING OF SHAREHOLDERS OF TITAN TECHNOLOGIES., INC. to
be held at 10:00 a.m., December 30, 1998, in the Clubhouse Inn, 1315 Menaul
Blvd., N.E., Albuquerque, New Mexico 87107. This Proxy is solicited by
Management. Management recommends that you vote "YES" for the election of each
Management Candidate and AFOR@ ratification and approval of the stock option
grants..
THE UNDERSIGNED HEREBY APPOINTS AS PROXIES, RONALD L. WILDER AND RONALD E.
ALLRED, and each of them, each with the power to appoint his substitute, and
hereby authorize them to represent and to vote, as designated below, all of the
stock of Titan Technologies, Inc. owned of record by the undersigned on November
12, 1998, at the Annual Meeting of Shareholders to be held on December 30, 1998,
and at any postponement(s) or adjournment(s) thereof.
THIS PROXY REVOKES ALL PROXIES PREVIOUSLY GRANTED BY ME FOR ANY PURPOSE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF RONALD L. WILDER, RONALD E. ALLRED AND JELLE AS THE
COMPANY'S DIRECTORS, FOR RATIFICATION AND APPROVAL OF THREE STOCK OPTION GRANTS
AND IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTER
BROUGHT BEFORE THE MEETING.
1. ELECTION OF DIRECTORS
MANAGEMENT'S NOMINEES - RONALD L. WILDER - RONALD E. ALLRED - JELLE deBoer
[ ] YES: VOTE MY STOCK FOR THE MANAGEMENT'S NOMINEES.
[ ] NO: WITHHOLD AUTHORITY TO VOTE FOR ALL OF MANAGEMENT'S NOMINEES.
INSTRUCTIONS: If you do not want your stock voted for any individual listed
above, line through that Nominees name.
2. RATIFICATION AND APPROVAL OF STOCK OPTION GRANTS.
[ ] FOR RATIFICATION AND APPROVAL OF THE OPTION GRANTS.
[ ] AGAINST RATIFICATION AND APPROVAL OF THE OPTION GRANTS.
3. OTHER MATTERS THAT MAY COME BEFORE THE MEETING:
If any other matters are properly brought before the Meeting (or any
adjournments of the Meeting) in their discretion, the persons named as
Proxies or their substitutes are authorized to vote upon such other matters
in their discretion.
[ ] GRANTED
[ ] WITHHELD
Sign below as your name appears on the label. If there is no label, sign your
name as you normally sign your name and date your proxy.
_______________________________________
Signature
DATE _________________________________, 1998
_______________________________________
Signature of co-owner (if applicable)
DATE _________________________________, 1998
When signing as attorney, executor, administrator, trustee or guardian, please
sign title as such. If a corporation, please sign in full the corporation's name
by President or other authorized officer. If a partnership, please sign in the
partnership name by authorized person. If anyone other than the shareholder(s)
named on the above label is signing this proxy, indicate the capacity in which
you are signing,
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. YOUR STOCK CANNOT BE VOTED UNLESS YOU VOTE IN PERSON AT THE
ANNUAL/SPECIAL MEETING OR YOU RETURN A SIGNED AND DATED PROXY BY THE TIME OF
VOTING AT THE ANNUAL/SPECIAL MEETING.
