SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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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 ss.240.14a-11(c) or ss.240.14a-12
GreenMan 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):
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
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the Form or Schedule and the date of its filing.
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<PAGE>
GREENMAN TECHNOLOGIES, INC.
7 Kimball Lane, Building A
Lynnfield, Massachusetts 01940
(781) 224-2411
NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL
MEETING OF STOCKHOLDERS
To Be Held March 29, 2000
TO THE STOCKHOLDERS:
A Special Meeting in Lieu of Annual Meeting of Stockholders (the "Meeting")
of GreenMan Technologies, Inc., a Delaware corporation, will be held on
Wednesday, March 29, 2000, at 10:00 a.m., at the offices of corporate counsel,
Choate, Hall & Stewart, Exchange Place, 53 State Street, Boston, Massachusetts,
02109, for the following purposes:
1. To elect six (6) members of the Board of Directors.
2. To consider and act upon a proposal to ratify the selection of the firm
of Wolf & Company, P.C. as independent auditors for the fiscal year
ending September 30, 2000.
3. To transact such other business as may properly come before the meeting
and any adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on February 14, 2000
are entitled to notice of and to vote at the Meeting.
All stockholders are cordially invited to attend the Meeting in person.
However, to assure your representation at the Meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the Meeting may vote in person even if he or she has returned a proxy.
By Order of the Board of Directors
ROBERT H. DAVIS
Chief Executive Officer
March 6, 2000
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY CARD AND RETURN
IT PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE.
<PAGE>
GREENMAN TECHNOLOGIES, INC.
7 Kimball Lane, Building A
Lynnfield, Massachusetts 01940
(781) 224-2411
PROXY STATEMENT
March 6, 2000
Proxies in the form enclosed with this proxy statement are solicited by
the Board of Directors of GreenMan Technologies, Inc. at GreenMan's expense for
use at the Special Meeting in Lieu of Annual Meeting of Stockholders (the
"Meeting") to be held on Wednesday, March 29, 2000 at the offices of corporate
counsel, Choate, Hall & Stewart, Exchange Place, 53 State Street, Boston,
Massachusetts, 02109.
Only stockholders of record as of February 14, 2000 will be entitled to
vote at the Meeting and any adjournments thereof. As of that date, 11,990,716
shares of common stock, $.01 par value, of GreenMan were issued and outstanding.
The holders of common stock are entitled to one vote per share on any proposal
presented at the Meeting. Stockholders may vote in person or by proxy.
Execution of a proxy will not in any way affect a stockholder's right to
attend the Meeting and vote in person. Any stockholder giving a proxy has the
right to revoke it by notice to the Secretary of GreenMan at any time before it
is exercised.
The persons named as attorneys in the proxies are directors and officers
of GreenMan. All properly executed proxies returned in time to be counted at the
Meeting will be voted and, with respect to the election of the Board of
Directors, will be voted as stated below under "Election of Directors." Any
stockholder submitting a proxy has the right to withhold authority to vote for
any individual nominee to the Board of Directors by writing that nominee's name
on the space provided on the proxy. In addition to the election of Directors,
the stockholders will consider and vote upon a proposal to ratify the selection
of Wolf & Company, P.C. as auditors, as further described in this proxy
statement. Where a choice has been specified on the proxy with respect to the
foregoing matters, the shares represented by the proxy will be voted in
accordance with the specification and will be voted FOR if no specification is
made.
The representation in person or by proxy of at least a majority of the
outstanding shares of common stock entitled to vote at the Meeting is necessary
to establish a quorum for the transaction of business. Votes withheld from any
nominee, abstentions and broker non-votes are counted as present or represented
for purposes of determining the presence or absence of a quorum. A "non-vote"
occurs when a broker holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because the broker does not have
discretionary voting power and has not received instructions from the beneficial
owner. Directors are elected by a plurality of the votes cast by stockholders
entitled to vote at the Meeting. All other matters being submitted to
stockholders require the affirmative vote of the majority of shares present in
person or represented by proxy at the Meeting. An automated system administered
by GreenMan's transfer agent tabulates the votes. The vote on each matter
submitted to stockholders is tabulated separately. Abstentions are included in
the number of shares present or represented and voting on each matter.
The Board of Directors knows of no other matter to be presented at the
Meeting. If any other matter should be presented at the meeting upon which a
vote properly may be taken, shares represented by all proxies received by
GreenMan will be voted with respect thereto in accordance with the judgment of
the persons named as attorneys in the proxies.
In June 1998, the Board of Directors of GreenMan adopted a change of its
fiscal year from May 31 to September 30. Accordingly, the transition period
information contained herein reflects a four month transition period. GreenMan's
Annual Report, containing financial statements for fiscal year ended September
30, 1999, is being mailed contemporaneously with this proxy statement to all
stockholders entitled to vote. This proxy statement and the form of proxy were
first mailed to stockholders on or about the date above.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the common stock as of February 14, 2000;
o by each person who is known by GreenMan to own beneficially 5% or more of
the outstanding shares of common stock;
o by each director and officer of GreenMan (including any "group" as used in
Section 13(d)(3) of the Securities Exchange Act of 1934); and
o by all directors and officers of GreenMan as a group.
Unless otherwise indicated below, to the knowledge of GreenMan, all
persons listed below have sole voting and investment power with respect to their
shares of common stock, except to the extent authority is shared by spouses
under applicable law. As of February 14, 2000, 11,990,716 shares of common stock
were issued and outstanding.
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS
AND DIRECTOR NOMINEES
<TABLE>
<CAPTION>
Number of Shares Percentage of
Name (1) Beneficially Owned (2) Class
- ------------- ---------------------- -----
<S> <C> <C>
Maurice E. Needham (3)............................... 1,342,820 10.93%
Robert H. Davis (4).................................. 465,087 3.62%
Charles E. Coppa (5)................................. 278,241 2.31%
Robert D. Maust (6).................................. 277,156 2.30%
Lew F. Boyd (7)...................................... 248,828 2.06%
Jagruti Oza (8)...................................... 107,388 *
James F. O'Connor (9)................................ 29,000 *
Allen Kahn, M.D., Director Nominee (10).............. 1,253,929 10.37%
All officers and directors (excluding director
nominees) as a group (7 persons) ................ 2,748,520 21.44%
<CAPTION>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Number of Shares Percentage of
Beneficially Owned Class
------------------ -----
<S> <C> <C>
Joseph E. Levangie (11).............................. 1,190,093 9.44%
United Waste Service Inc. (12)....................... 320,000 100%
</TABLE>
- -----------------------------------------
* Less than 1% of the outstanding common stock.
(1) Each person's address is care of GreenMan Technologies, Inc., 7 Kimball
Lane, Building A, Lynnfield, MA 01940.
(2) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock that an individual or group has a right to acquire within 60
days pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the
table.
(3) Includes 292,200 shares of common stock issuable pursuant to immediately
exercisable stock options and warrants. Also includes 55,556 shares of
common stock and 10,000 shares of common stock issuable pursuant to
immediately exercisable outstanding warrants owned by Mr. Needham's wife.
Does not include 520,300 shares of common stock issuable pursuant to
outstanding stock options that are not currently exercisable.
(4) Includes 263,000 shares of common stock issuable pursuant to immediately
exercisable stock options and warrants. Does not include 647,000 shares of
common stock issuable pursuant to outstanding stock options that are not
currently exercisable.
<PAGE>
(5) Includes 63,000 shares of common stock issuable pursuant to immediately
exercisable stock options and warrants. Does not include 176,000 shares of
common stock issuable pursuant to outstanding stock options that are not
currently exercisable.
(6) Includes 82,000 shares of common stock issuable pursuant to immediately
exercisable stock options and warrants. Does not include 188,000 shares of
common stock issuable pursuant to outstanding stock options that are not
currently exercisable.
(7) Includes 87,000 shares of common stock issuable pursuant to immediately
exercisable options and warrants. Does not include 72,000 shares of common
stock issuable pursuant to outstanding stock options that are not currently
exercisable.
(8) Includes 32,200 shares of common stock issuable pursuant to immediately
exercisable stock options. Does not include 1,800 shares of common stock
issuable pursuant to outstanding stock options that are not currently
exercisable.
(9) Includes 29,000 shares of common stock issuable pursuant to immediately
exercisable stock options.
(10) Includes 100,000 shares of common stock issuable pursuant to immediately
exercisable warrants. Also includes 300,000 shares of common stock issuable
upon conversion of the GreenMan 10% convertible notes due October 26, 2000
and November 22, 2000 at a conversion price of $1.00 per share.
(11) Includes 619,500 shares of common stock issuable pursuant to immediately
exercisable stock options and warrants. Mr. Levangie's address is 9 Cot
Hill Road, Bedford, MA 01730
(12) Represents shares of Class B Convertible Preferred Stock that are
convertible into shares of common stock any time commencing February 3,
2001. The conversion price of the Class B Convertible Preferred Stock in
effect at any time shall be determined by dividing the Issuance Price by
the Average Closing Bid Price. The terms are defined in the Asset Purchase
Agreement between United Waste Service, Inc. and GreenMan which was filed
in GreenMan's Form 8-K on October 5, 1998. United Waste Service, Inc.'s
address is c/o Republic Services, Inc., 110 S.E. 6th Street, Suite 2800,
Ft. Lauderdale, FL 33301
PROPOSAL NO. 1
ELECTION OF DIRECTORS
GeenMan's By-Laws currently provide that the Board of Directors shall
consist of no less than five members who shall be elected at the annual meeting
of stockholders of GreenMan. Pursuant to Proposal No. 1, the six (6) nominees
listed below will be nominated to serve until the next Annual Meeting of
Stockholders and until their successors are elected. Officers are elected by and
serve at the discretion of the Board of Directors, subject to their employment
contracts.
Shares represented by all proxies received by the Board of Directors and
no so marked to withhold authority to vote for any individual nominee will be
voted (unless one or more nominees are unable or unwilling to serve) FOR the
election of nominees. The Board of Directors knows of no reason why any such
nominees should be unable or unwilling to serve, but if such should be the case,
proxies may be voted for the election of some other person or for fixing the
number of directors at a lesser number.
<PAGE>
The following information is set forth with respect to each nominee for
election as a director.
Nominee's Name Position(s) Held Year Term Will Expire
- -------------- ---------------- ---------------------
Maurice E. Needham...... Chairman of the Board 2001
Robert H. Davis......... Chief Executive Officer, 2001
President and Director
Lew F. Boyd............. Director 2001
Jagruti Oza............. Director 2001
James F. O'Connor....... Director 2001
Allen Kahn, M.D......... Director Nominee 2001
OCCUPATIONS OF DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
The following table sets forth all of the candidates for election of
directors at the Meeting, and the executive officers of GreenMan, their ages,
and the positions currently held by each such person with GreenMan.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Maurice E. Needham (1)........ 59 Chairman of the Board of Directors
Robert H. Davis .............. 57 Chief Executive Officer; President; Director
Charles E. Coppa ............. 37 Chief Financial Officer; Treasurer; Secretary
Robert D. Maust .............. 62 Vice President of Operations
Lew F. Boyd (1) (2) .......... 54 Director
Jagruti Oza (2) .............. 39 Director
James F. O'Connor (2) ........ 58 Director
Allen Kahn, M.D............... 78 Director Nominee
</TABLE>
- ----------------------------
(1) Member of the Compensation Committee
(2) Member of Audit Committee
MAURICE E. NEEDHAM has been Chairman since June 1993. From June 1993 to
July 21, 1997, Mr. Needham also served as Chief Executive Officer. He also
serves as a Director of Comtel Holdings, an electronics contract manufacturer
since April 1999. He previously served as Chairman of Dynaco Corporation, a
manufacturer of electronic components which he founded in 1987. Prior to 1987,
Mr. Needham spent 17 years at Hadco Corporation, a manufacturer of electronic
components, where he served as President, Chief Operating Officer and Director.
ROBERT H. DAVIS has been Chief Executive Officer and a Director since
July 1997. Prior to joining GreenMan, Mr. Davis served as Vice President of
Recycling for Browning-Ferris Industries, Inc. of Houston, Texas ("BFI") since
1990. As an early leader of BFI's recycling division, Mr. Davis grew that
operation from startup to $650 million per year in profitable revenues. A
25-year veteran of the recycling industry, Mr. Davis has also held executive
positions with Fibres International, Garden State Paper, and SCS Engineers, Inc.
CHARLES E. COPPA has served as Chief Financial Officer, Treasurer and
Secretary since March 1998. From October 1995 to March 1998, he served as
Corporate Controller. Mr. Coppa was Chief Financial Officer and Treasurer of
Food Integrated Technologies of Brookline, MA, a publicly-traded development
stage company from July 1994 to October 1995. Prior to that, Mr. Coppa served as
Corporate Controller for Boston Pacific Medical, a manufacturer and distributor
of disposable medical products and Corporate Controller for Avatar Technologies,
a computer networking company.
<PAGE>
ROBERT D. MAUST has been Vice President of Operations since July 1997
and was President of the recycling operations from December 1996 to July 1997
and a Director since July 1997. Prior to joining GreenMan, Mr. Maust was Vice
President for BFI's tire recycling operations from July 1991 to 1996 and was
instrumental in growing that operation from 5 million tires per year to 22
million tires per year over a five-year period. An entrepreneur/manager with
over ten years experience in tire recycling, Mr. Maust was President of Maust
Tire Recycling from 1988 to 1991, when he sold the business to BFI and joined
BFI as Vice President. On November 30, 1999, Mr. Maust resigned as a Director of
GreenMan.
LEW F. BOYD has been a Director since August 1994. Mr. Boyd is the
founder and since 1985 has been the Chief Executive Officer of Coastal
International, Inc., an international business development and executive search
firm, specializing in the energy and environmental sectors. Previously, Mr. Boyd
had been Vice President/ General Manager of the Renewable Energy Division of
Butler Manufacturing Corporation and had served in academic administration at
Harvard and Massachusetts Institute of Technology.
JAGRUTI OZA has been a Director since March 1998. Ms. Oza is Vice
President - Strategy and Acquisitions for VNU Marketing Information Services, a
subsidiary of VNU, a $3 billion international publishing and marketing
information service company. Previously, Ms. Oza was Vice President - Corporate
Planning for Public Service Enterprise Group ("PSEG") from March 1995 to March
1998, a holding company with $6 billion in annual revenues whose businesses
include electric and gas utility, international power development and retail
energy services. From 1991 to 1995, Ms. Oza held various managerial positions at
PSEG including Regional Manager - Fossil Generation, overseeing the operation of
three power plants. Prior to joining PSEG, Ms. Oza was a management consultant
with Bain and Company (from 1987 to 1990) providing strategic management
services to multinational companies in the chemical, consumer products and
retail service industries.
JAMES F. O'CONNOR, CPA has been a Director since April 1999. Mr.
O'Connor is currently Managing Director of The Chartwell Company, a private
merchant and investment bank that provides merger-and-acquisition transaction
services, investment capital, and fiscal advisory services. Prior to joining The
Chartwell Company in 1997, Mr. O'Connor served from 1994-1997 as senior
executive for strategy, mergers and acquisitions, and operations at BBA Group
plc, a $1.9 billion London-based manufacturing group of materials technology and
aviation-related services and products. In 1983, Mr. O'Connor co-founded
Ingoldsby, O'Connor & Company, which provided strategic investment-banking
services to middle-market companies on behalf of their merger-and-acquisition
activities. From 1976 to 1983, he served in several executive positions,
including Vice President of Finance, for BTR Inc./SW Industries, a one billion
dollar company. Additionally, from 1964-1976 he was an Audit Manager for Arthur
Andersen LLP in Boston.
ALLEN KAHN, M.D. operates a private medical practice in Chicago,
Illinois, which he founded in 1953. Dr. Kahn has been actively involved as an
investor in "concept companies" since 1960. From 1965 through 1995 Dr. Kahn
served as a member of the Board of Directors of Nease Chemical Company
(currently German Chemical Company), Hollymatic Corporation and Pay Fone Systems
(currently Pay Chex, Inc.). Dr. Kahn currently serves as a director of
InfraCorps, Inc., a technology-based construction firm focusing on the
installation and rehabilitation of subsurface pipelines using trenchless
technologies.
Board Meetings and Committees
The Board of Directors met five times during the fiscal year ended
September 30, 1999, two times during the transition period and two times during
the fiscal year ended May 31, 1998. None of the directors attended fewer than
75% of the meetings held during the periods. The Board of Directors took action
by unanimous written consent in lieu of a meeting on three occasions during the
fiscal year ended September 30, 1999 and four occasions during the fiscal year
ended May 31, 1998. There were no actions taken by unanimous consent during the
transition period.
<PAGE>
The Board of Directors has established a Compensation Committee and an
Audit Committee. The Compensation Committee sets the compensation of the Chief
Executive Officer and reviews and approves the compensation arrangements for all
other officers of GreenMan. The Audit Committee reviews all financial functions
of the company, including matters relating to the appointment and activities of
GreenMan's auditors. The Compensation Committee, which consists of Messers.
Needham and Boyd, met six times during the fiscal year ended September 30, 1999,
twice during the transition period and once during the fiscal year ended May 31,
1998. The Audit Committee which consists of Mr. Boyd, Ms. Oza and Mr. O'Connor
met three times during the fiscal year ended September 30, 1999, twice during
the transition period and twice during the fiscal year ended May 31, 1998. The
Board of Directors does not currently have a standing nominating committee.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The following table summarizes the compensation paid or accrued for
services rendered during the fiscal year ended September 30, 1999, the
transition period and the fiscal year ended May 31, 1998 to the Chief Executive
Officer and the Vice President of Operations. GreenMan did not grant any
restricted stock awards or stock appreciation rights or make any long-term plan
payouts during the periods indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------
Long-Term
Compensation
Securities
Other Annual Underlying All Other
Name and Principal Position Fiscal Year Salary Bonus Compensation (1) Options (2) Compensation (3)
--------------------------- ----------- ------ ----- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Robert H. Davis ............ 1999** $ 265,000 $ -- $ 12,636 475,000 $ --
Chief Executive Officer 1998* 61,539 -- 3,985 -- --
1998 188,000 -- 7,740 415,000 --
Robert D. Maust ............ 1999** $ 125,000 $ -- $ 20,405 100,000 $ --
Vice President 1998* 68,464 -- 5,685 -- --
1998 125,000 -- 11,940 140,000 19,000
</TABLE>
- ----------
* Note: Information for the 1998 period reflects the period from June 1, 1998
through September 30, 1998.
** Based upon GreenMan's performance, Mr. Davis has chosen to defer payment of
$65,000 of accrued compensation due him at September 30, 1999.
(1) Represents payments made to or on behalf of Messrs. Davis and Maust for
health insurance and auto allowances.
(2) The fiscal 1999 grants represent options granted in April 1999 and July 1999
for Mr. Davis and options granted in December 1998 and July 1999 to Mr.
Maust. The fiscal 1998 grants represent options granted in July 1997 and
March 1998 for Mr. Davis and options granted in December 1996 and March 1998
to Mr. Maust. Does not include 20,000 warrants to purchase shares of common
stock granted to Mr. Davis pursuant to a stock purchase agreement and 6,400
warrants to purchase shares of common stock granted to Mr. Maust pursuant to
the terms of loans made to GreenMan by Mr. Maust.
(3) Represents payments made to Mr. Maust for relocation expenses.
<PAGE>
Options/SAR Grants Table
The following table sets forth each grant of stock options made during
the year ended September 30, 1999 held by the executives named in the Summary
Compensation Table above.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% of Total Market
Options Exercise Price
Number of Securities Granted to Price On Date
Underlying Options Employees in Per of Grant Expiration
Name Granted Fiscal Year Share Per Share Date
- ---- ------- ----------- ----- --------- ----
<S> <C> <C> <C> <C> <C>
Robert H. Davis ........ 385,000(1) 44.3% $ .81 $ .81 04/02/09
90,000(2) 10.3% $ .53 $ .53 07/22/09
Robert D. Maust ........ 10,000(2) 1.1% $ .38 $ .38 12/01/08
90,000(2) 10.3% $ .53 $ .53 07/22/09
</TABLE>
- ----------
(1) Vests equally over a seven year period.
(2) Vests equally over a five year period.
The following table sets forth information concerning the value of
unexercised options as of September 30, 1999 held by the executives named in the
Summary Compensation Table above.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES(1)
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at September 30, 1999 (1) at September 30, 1999 (2)
--------------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert H. Davis ............ 91,000 799,000 $ -- $ --
Robert D. Maust ............ 40,000 230,000 $ -- $ 1,200
</TABLE>
- ----------
(1) There were no options exercised by any of the executive officers named in
the Summary Compensation Table during the fiscal year ended September 30, 1999.
The options granted to the executive officers became exercisable commencing July
17, 1998 in the case of Mr. Davis and December 30, 1997 in the case of Mr. Maust
at an annual rate of 20% of the underlying shares of common stock. The options
granted to Mr. Davis pursuant to his April 1999 employment agreement vest over a
seven-year period.
(2) Assumes that the value of shares of common stock is equal to $.50 per share,
which was the closing bid price as listed by OTC Bulletin Board on September 30,
1999.
Employment Agreements
In July 1997, GreenMan entered into a five year employment agreement
with Mr. Needham pursuant to which Mr. Needham will receive a salary of $90,000
per annum. Any increases or bonuses will be made at the discretion of the Board
of Directors upon the recommendation of the Compensation Committee. The
agreement provides for payment of six months salary as a severance payment for
termination without cause.
In December 1996, GreenMan entered into a three year employment
agreement with Mr. Maust pursuant to which Mr. Maust will receive a salary of
$125,000 per annum. The agreement was extended for an additional twelve months
in December 1999. Any increases or bonuses will be made at the discretion of the
Board of Directors upon the recommendation of the Compensation Committee. The
agreement provides for payment of twelve months salary as a severance payment
for termination without cause.
<PAGE>
In April 1999, GreenMan entered into a three year employment agreement
with Mr. Davis pursuant to which Mr. Davis will receive a salary of $230,000 per
annum with an additional $50,000 of deferred compensation in the first year. Any
increases will be made at the discretion of the Board of Directors upon the
recommendation of the Compensation Committee. Mr. Davis was also granted options
to purchase 385,000 shares of GreenMan common stock at $.81 per share. The
options are exercisable for ten years and vest over a seven year period. The
agreement provides for payment of twelve months salary as a severance payment
for termination without cause. Based upon GreenMan's performance, Mr. Davis has
chosen to defer payment of $80,000 of accrued compensation due him at February
29, 2000.
In June 1999, GreenMan entered into a two year employment agreement with
Mr. Coppa pursuant to which Mr. Coppa will receive a salary of $120,000 per
annum. Any increases or bonuses will be made at the discretion of the Board of
Directors upon the recommendation of the Compensation Committee. The agreement
provide for payment of twelve months salary as a severance payment for
termination without cause. Based upon GreenMan's performance, Mr. Coppa has
chosen to defer payment of $30,000 of accrued compensation due him at February
29, 2000.
Stock Option Plan
GreenMan's 1993 Stock Option Plan, was established to provide incentive
stock options to purchase shares of common stock to employees, officers,
directors and consultants. In March 1999, GreenMan's stockholders approved an
increase to the number of shares authorized under the 1993 Stock Option Plan to
2,000,000 shares.
Options granted under the 1993 Stock Option Plan may be either options
intended to qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended or non-qualified stock options.
Incentive stock options may be granted under the 1993 Stock Option Plan to
employees, including officers and directors who are employees. Non-qualified
options may be granted to employees, directors and consultants of GreenMan.
The 1993 Stock Option Plan is administered by the Board of Directors who
has the authority to determine;
o the persons to whom options will be granted;
o the number of shares to be covered by each option;
o whether the options granted are intended to be incentive stock options;
o the manner of exercise; and
o the time, manner and form of payment upon exercise of an option.
Incentive stock options granted under the 1993 Stock Option Plan may not
be granted at a price less than the fair market value of the Common Stock on the
date of grant (or less than 110% of fair market value in the case of persons
holding 10% or more of the voting stock of GreenMan). Non-qualified stock
options may be granted at an exercise price established by the Board which may
not be less than 85% of fair market value of the shares on the date of grant.
Incentive stock options granted under the 1993 Stock Option Plan must expire no
more than ten years from the date of grant, and no more than five years from the
date of grant in the case of incentive stock options granted to an employee
holding 10% or more of the voting stock of GreenMan.
As of September 30, 1999, there were 1,898,500 options granted and
outstanding under the 1993 Stock Option Plan of which 377,300 options were
exercisable at prices ranging from $0.38 to $5.65.
<PAGE>
Non-Employee Director Stock Option Plan
On January 24, 1996, the Board of Directors adopted the 1996
Non-Employee Director Stock Option Plan and the stockholders' approved it on
June 7, 1996. The purpose of the Non-Employee Director Stock Option Plan is to
promote the interests of GreenMan by providing an inducement to obtain and
retain the services of qualified persons who are not officers or employees to
serve as members of the Board of Directors. The Board of Directors has reserved
60,000 shares of common stock for issuance under Non-Employee Director Stock
Option Plan and as of September 30, 1999, options to purchase 16,000 shares of
common stock have been granted.
Each person who was a member of the Board of Directors on January 24,
1996, and was not an officer or employee, was automatically granted an option to
purchase 2,000 shares of common stock. In addition, after an individual's
initial election to the Board of Directors, any director who is not an officer
or employee and who continues to serve as a director will automatically be
granted on the date of the Annual Meeting of Stockholders an additional option
to purchase 2,000 shares of common stock. The exercise price per share of
options granted under the Non-Employee Director Stock Option Plan is 100% of the
fair-market value of the common stock on the business day immediately prior to
the date of the grant and is immediately exercisable for a period of ten years
from the date of the grant.
Employee Benefit Plan
Effective August 1999, GreenMan has implemented a Section 401(k) plan
for all eligible employees. Employees are permitted to make elective deferrals
of up to 15% of employee compensation and employee contributions to the 401(k)
plan are fully vested at all times. GreenMan may make discretionary
contributions to the 401(k) plan which become vested over a period of five
years. There were no corporate contributions to the 401(k) plan as of September
30, 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires GreenMan's directors and officers, and persons who own
more than 10% of a registered class of GreenMan's equity securities, to file
initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission (the "SEC"). Such persons are required by SEC
regulations to furnish GreenMan with copies of all Section 16(a) forms they
file.
Based solely on the management's review of the copies of such forms
received by it or written representations from certain reporting persons,
management believes that all of the filing requirements applicable to its
directors, executive officers and greater-than-10% beneficial owners have been
met.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the firm of Wolf & Company, P.C.,
independent certified public accountants, to serve as auditors for the fiscal
year ending September 30, 2000. Wolf & Company, P.C. has acted as the GreenMan's
independent auditor since GreenMan's inception. It is expected that a member of
Wolf & Company, P.C. will be present at the Meeting with the opportunity to make
a statement if so desired and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF ITS
SELECTION OF WOLF & COMPANY, P.C. AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING SEPTEMBER 30, 2000.
<PAGE>
TRANSACTION OF OTHER BUSINESS
The Board of Directors of GreenMan knows of no other matters which may
be brought before the Meeting. If any other matters properly come before the
Meeting, or any adjournment thereof, it is the intention of the persons named in
the accompanying form of Proxy to vote the Proxy on such matters in accordance
with their best judgment.
ADVANCE NOTICE PROCEDURES
Under the GreenMan's By-laws, nominations for a director may be made
only by the Board of Directors, a committee appointed by the Board of Directors,
or by a stockholder of record entitled to vote on the election of directors, who
is also a stockholder at the record date of the meeting and also on the date of
the meeting at which directors are to be elected, who has delivered notice to
the principal executive offices of GreenMan (containing certain information
specified in the By-laws) (i) not less than 60 days nor more than 90 days prior
to the anniversary date of the preceding year's annual meeting, or (ii) if the
meeting is called for a date not within thirty days before or after such
anniversary date, not later than the close of business on the 10th day following
the date notice of such meeting is mailed or made public, whichever is earlier.
The By-laws also provide that no business may be brought before an
annual meeting of stockholders except as specified in the notice of the meeting
or as otherwise brought before the meeting by or at the direction of the Board
of Directors, the presiding officer or by a stockholder who shall have been a
stockholder of record on the record date for such meeting and who shall continue
to be entitled to vote thereafter, who has delivered notice to the principal
executive offices of GreenMan (containing certain information specified in the
By-laws) (i) not less than 60 days nor more than 90 days prior to the
anniversary date of the preceding year's annual meeting, or (ii) for a special
meeting or an annual meeting called for a date not within thirty days before or
after such anniversary date, not later than the close of business on the 10th
day following the date notice of such meeting is mailed or made public,
whichever is earlier.
These requirements are separate and apart from and in addition to the
requirements that a stockholder must meet in order to have a stockholder
proposal included in GreenMan's Proxy Statement under Rule 14a-8 of the Exchange
Act. A copy of the full text of the By-law provisions discussed above may be
obtained by writing to the Corporate Secretary, GreenMan Technologies, Inc., 7
Kimball Lane, Building A, Lynnfield, MA 01940.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement
to be mailed to all stockholders entitled to vote at the next annual meeting of
stockholders of GreenMan must be received at GreenMan's principal executive
offices not later than November 4, 2000. In order to curtail controversy as to
the date on which a proposal was received by GreenMan, it is suggested that
proponents submit their proposals by Certified Mail Return Receipt Requested.
EXPENSES AND SOLICITATION
The cost of solicitation by proxies will be borne by GreenMan, and in
addition to directly soliciting stockholders by mail, GreenMan may request banks
and brokers to solicit their customers who have stock of GreenMan registered in
the name of the nominee and, if so, will reimburse such banks and brokers for
their reasonable out-of-pocket costs. Solicitation by officers and employees of
GreenMan may be made of some stockholders in person or by mail or telephone.
