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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MANSUR INDUSTRIES 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):
[ ] No fee required.
[ ] Fee computed on the 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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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>
MANSUR INDUSTRIES INC.
8305 N.W. 27TH STREET, SUITE 107, MIAMI, FLORIDA 33122
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 26, 1998
-------------------------
To the Shareholders of Mansur Industries Inc.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders
(the "Annual Meeting") of Mansur Industries Inc., a Florida corporation (the
"Company"), will be held at 10:00 a.m., local time, on Friday, June 26, 1998, at
the Doral Resort, 4400 N.W. 87th Avenue, Miami, Florida 33178, for the following
purposes:
(1) To elect five members to the Company's Board of Directors to
hold office until the Company's 1999 Annual Meeting of
Shareholders or until their successors are duly elected and
qualified; and
(2) To transact such other business as may properly come before
the Annual Meeting and any and all adjournments or
postponements thereof.
The Board of Directors has fixed the close of business on May 26, 1998
as the record date for determining those shareholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournments or postponements thereof.
Whether or not you expect to be present at the Annual Meeting, please
complete, sign and date the enclosed proxy card and return it promptly in the
enclosed pre-addressed envelope. No postage is required if mailed in the United
States.
By Order of the Board of Directors
PIERRE G. MANSUR
CHAIRMAN OF THE BOARD
AND PRESIDENT
Miami, Florida
May 27, 1998
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE RESPECTFULLY
URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE.
SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING,
REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
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<PAGE>
1998 ANNUAL MEETING OF SHAREHOLDERS
OF
MANSUR INDUSTRIES INC.
-----------------------------------
PROXY STATEMENT
-----------------------------------
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Mansur Industries Inc., a Florida corporation (the
"Company"), of proxies from the holders of the Company's Common Stock, par value
$.001 per share (the "Common Stock"), for use at the Company's 1998 Annual
Meeting of Shareholders (the "Annual Meeting") to be held at 10:00 a.m., local
time, on Friday, June 26, 1998, at the Doral Resort, 4400 N.W. 87th Avenue,
Miami, Florida, or at any adjournments or postponements thereof, pursuant to the
foregoing Notice of Annual Meeting of Shareholders.
The approximate date that this Proxy Statement and the enclosed form of
proxy are first being sent to shareholders is May 27, 1998. Shareholders should
review the information provided herein in conjunction with the Company's 1997
Annual Report which accompanies this Proxy Statement. The Company's principal
executive offices are located at 8305 N.W. 27th Street, Suite 107, Miami,
Florida 33122, and its telephone number is (305) 593-8015.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any shareholder giving the proxy so desire. Shareholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Company's
Secretary at the Company's principal executive offices a written revocation or
duly executed proxy bearing a later date; however, no such revocation will be
effective until written notice of the revocation is received by the Company at
or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed proxy is to be borne
by the Company. In addition to the use of mail, employees of the Company may
solicit proxies personally and by telephone. The Company's employees will
receive no compensation for soliciting proxies other than their regular
salaries. The Company may request banks, brokers and other custodians, nominees
and fiduciaries to forward copies of the proxy material to their principals and
to request authority for the execution of proxies. The Company may reimburse
such persons for their expenses in so doing.
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PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will consider and
vote upon the following matters:
(1) The election of five members to the Company's Board of
Directors to hold office until the Company's 1999 Annual
Meeting of Shareholders or until their successors are duly
elected and qualified; and
(2) Such other business as may properly come before the Annual
Meeting, including any adjournments or postponements thereof.
Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth above)
will be voted FOR the election of the five nominees for Director named below. In
the event a shareholder specifies a different choice by means of the enclosed
proxy, such shareholder's shares will be voted in accordance with the
specification so made. The Board does not know of any other matters that may be
brought before the Annual Meeting nor does it foresee or have reason to believe
that proxy holders will have to vote for substitute or alternate nominees. In
the event that any other matter should come before the Annual Meeting or any
nominee is not available for election, the persons named in the enclosed proxy
will have discretionary authority to vote all proxies not marked to the contrary
with respect to such matters in accordance with their best judgment.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on May 26, 1998,
as the record date (the "Record Date") for determining shareholders of the
Company entitled to notice of, and to vote at, the Annual Meeting. As of the
Record Date, there were 4,601,309 shares of Common Stock issued and outstanding,
all of which are entitled to be voted at the Annual Meeting. Each share of
Common Stock is entitled to one vote on each matter submitted to shareholders
for approval at the Annual Meeting. Shareholders do not have the right to
cumulate their votes.
The attendance, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Directors will be elected by a plurality of
the votes cast by the shares of Common Stock represented in person or by proxy
at the Annual Meeting. Any other matter that may be submitted to a vote of the
shareholders will be approved if the number of shares of Common Stock voted in
favor of the matter exceeds the number of shares voted in opposition to the
matter, unless such matter is one for which a greater vote is required by law or
by the Company's Articles of Incorporation or Bylaws. If less than a majority of
outstanding shares entitled to vote are represented at the Annual Meeting, a
majority of the shares so represented may adjourn the Annual Meeting to another
date, time or place, and notice need not be given of the new date, time, or
place if the new date, time, or place is announced at the meeting before an
adjournment is taken.
Prior to the Annual Meeting, the Company will select one or more
inspectors of election for the meeting. Such inspector(s) shall determine the
number of shares of Common Stock represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive, count and
tabulate ballots and votes and determine the results thereof. Abstentions will
be considered as shares present and entitled to vote for purposes of determining
the outcome of any matter submitted to the shareholders for a vote, but will not
be counted as votes cast "for" or "against" any given matter.
A broker or nominee holding shares registered in its name, or in the
name of its nominee, which are beneficially owned by another person and for
which it has not received instructions as to voting from the beneficial owner,
may have discretion to vote the beneficial owner's shares with respect to the
election of Directors and other matters addressed at the Annual Meeting. Any
such shares which are not represented at the Annual Meeting either
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<PAGE>
in person or by proxy will not be considered as shares present at the Annual
Meeting, and will not be considered to have cast votes on any matter addressed
at the Annual Meeting.
A list of shareholders entitled to vote at the Annual Meeting will be
available at the Company's offices, 8305 N.W. 27th Street, Suite 107, Miami,
Florida 33122, for a period of ten (10) days prior to the Annual Meeting and at
the Annual Meeting itself for examination by any shareholder.
SECURITY OWNERSHIP
The following table sets forth, as of the Record Date, based on
information obtained from the persons named below, the number of shares of
Common Stock of the Company which were owned beneficially by (i) each person
known by the Company to own beneficially more than 5% of the outstanding shares
of Common Stock, (ii) the Named Executive Officers (as defined in "Executive
Compensation"), (iii) each Director and nominee for Director and (iv) all
Directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP (2) OUTSTANDING SHARES OWNED
--------------------------------------- ------------------------ ------------------------
<S> <C> <C>
Pierre G. Mansur.................................. 2,013,820(3) 43.6%
Paul I. Mansur.................................... 10,146(4) *
Richard P. Smith.................................. 3,334(5) *
Dr. Jan Hedberg................................... 37,334(6) *
Joseph E. Jack.................................... 50,987(7) 1.1%
Elias F. Mansur................................... 42,192(8) *
Ronald J. Korn.................................... -- --
All Directors and Director Nominees and Executive
Officers as a group (7 persons).............. 2,157,813(9) 46.6%
</TABLE>
- ----------------------
* Less than one percent.
(1) Unless otherwise indicated, the address of each of the beneficial owners
identified above is c/o Mansur Industries Inc., 8305 N.W. 27th Street,
Suite 107, Miami, Florida 33122.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days upon the exercise of options or
warrants. Each beneficial owner's percentage ownership is determined by
assuming that options or warrants that are held by such person (but not
those held by any other person) and that are exercisable within 60 days
have been exercised. Unless otherwise noted, the Company believes that
all persons named in the table have sole voting and investment power with
respect to all shares of Common Stock beneficially owned by them.
(3) Includes 13,820 shares of Common Stock issuable upon the exercise of
options to purchase Common Stock under the Company's 1996 Executive
Incentive Compensation Plan, as amended (the "Incentive Plan"), which
options are presently exercisable. Does not include 36,871 shares of
Common Stock issuable upon the exercise of options to purchase Common
Stock under the Incentive Plan, which options are not presently
exercisable.
(4) Represents shares of Common Stock issuable upon the exercise of options
to purchase Common Stock under the Incentive Plan, which options are
presently exercisable. Does not include 29,523 shares of Common Stock
issuable upon the exercise of options to purchase Common Stock under the
Incentive Plan, which options are not presently exercisable.
(5) Represents shares of Common Stock issuable upon the exercise of options
to purchase Common Stock under the Incentive Plan, which options are
presently exercisable. Does not include 12,307 shares of Common Stock
issuable upon the exercise of options to purchase Common Stock under the
Incentive Plan, which options are not presently exercisable.
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<PAGE>
(6) Includes 25,000 shares of Common Stock held by Environmental Technologies
BVI Limited, of which Dr. Hedberg owns 50% and serves as Managing
Director. Also includes 2,334 shares of Common Stock issuable upon the
exercise of options to purchase Common Stock under the Incentive Plan,
which options are presently exercisable. Does not include 18,166 shares
of Common Stock issuable upon the exercise of options to purchase Common
Stock under the Incentive Plan, which options are not presently
exercisable.
(7) Includes 8,000 shares of Common Stock owned by Mr. Jack's spouse. Also
includes 1,167 shares of Common Stock issuable upon the exercise of
options to purchase Common Stock under the Incentive Plan, which options
are presently exercisable. Does not include 15,833 shares of Common Stock
issuable upon the exercise of options to purchase Common Stock under the
Incentive Plan, which options are not presently exercisable.
(8) Includes 1,167 shares of Common Stock issuable upon the exercise of
options to purchase Common Stock under the Incentive Plan, which options
are presently exercisable. Does not include 15,833 shares of Common Stock
issuable upon the exercise of options to purchase Common Stock, which
options are not presently exercisable.
(9) See Notes (3) - (8) above.
ELECTION OF DIRECTORS; DIRECTOR NOMINEES
The Board of Directors has previously fixed at five the number of
Directors constituting the Board of Directors. Each of Pierre G. Mansur, Paul I.
Mansur, Dr. Jan Hedberg and Joseph E. Jack, current members of the Board of
Directors, has been nominated by the Company to be reelected as a Director at
the Annual Meeting. Additionally, Ronald J. Korn has been nominated by the
Company to be elected as a Director at the Annual Meeting. Each Director elected
at the Annual Meeting will serve for a term expiring on the date of the
Company's 1999 Annual Meeting of Shareholders or until his successor has been
duly elected and qualified. The Board of Directors has no reason to believe that
any nominee will refuse or be unable to accept election; however, in the event
that one or more nominees are unable to accept election or if any other
unforeseen contingencies should arise, each proxy that does not direct otherwise
will be voted for the remaining nominees, if any, and for such other persons as
may be designated by the Board of Directors.
The following table sets forth certain information as to each of the
persons nominated for election as a Director of the Company at the Annual
Meeting:
<TABLE>
<CAPTION>
NOMINEES FOR DIRECTOR
NAME AGE POSITION DIRECTOR SINCE
---- --- -------- --------------
<S> <C> <S> <C>
Pierre G. Mansur............................. 46 Chairman of the Board, President and 1990
Director
Paul I. Mansur............................... 47 Chief Executive Officer and Director 1993
Dr. Jan Hedberg.............................. 50 Director 1995
Joseph E. Jack............................... 70 Director 1995
Ronald J. Korn............................... 57 Director Nominee -
</TABLE>
PIERRE G. MANSUR founded the Company and has served as its Chairman and
President since its inception in November 1990. From June 1973 to August 1990,
Mr. Mansur served as President of Mansur Industries Inc., a privately held New
York corporation that operated a professional race engine machine shop. Mr.
Mansur has over twenty years of advanced automotive and machinery operations
experience including developing innovative automotive machine shop applications;
designing, manufacturing, customizing, modifying and retooling high
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performance engines and component parts; developing state of the art automotive
and powerboat race engines which have consistently achieved world championship
status; and providing consulting services and publishing articles with respect
to automotive technical research data. Mr. Mansur has conducted extensive
research and development projects for several companies, including testing and
evaluating engine parts and equipment for Direct Connection, a high performance
racing division of the Chrysler Corporation; researching and developing
specialized engine piston rings and codings for Seal Power Corporation;
researching high-tech plastic polymers for internal combustion engines for ICI
Americas; and designing and developing specialized high performance engine oil
pan applications. Pierre G. Mansur is the brother of Paul I. Mansur. Pierre G.
Mansur is a graduate of the City University of New York.
PAUL I. MANSUR has been Chief Executive Officer and a Director of the
Company since September 1993. From September 1986 to July 1993, Mr. Mansur
served as Chief Executive Officer of Atlantic Entertainment Inc., a privately
held regional retail chain of video superstores. From March 1981 to September
1986, Mr. Mansur served as the Chief Executive Officer and President of
Ameritrade Corporation, a privately held international distributor of factory
direct duty free products. From June 1972 to March 1981, Mr. Mansur held various
finance and operation positions, including Assistant Vice President Finance and
Operations for Mott's USA, Inc., a division of American Brands. Paul I. Mansur
is the brother of Pierre G. Mansur. Paul I. Mansur is a graduate of the City
University of New York.
DR. JAN HEDBERG has been a Director of the Company since August 1995.
From October 1987 to March 1993, Dr. Hedberg served as the Chairman and Chief
Executive Officer of Enprotec International Group, N.V., a company he co-founded
which is in the business of researching and developing advanced waste oil
recycling technologies. Since March 1993, Dr. Hedberg has been the Chairman of
the Board and Chief Executive Officer of Enprotec (USA) Inc., a wholly owned
subsidiary of Enprotec International Group, N.V., which manufactures, designs
and assembles oil re-refining plants. Dr. Hedberg was the co-recipient of the
1991 International Technology Award for Enterprising Innovation and Creativity
for the development of the Vaxon Re-refining Process, which is a proprietary
process that transforms used oil into useable oil products. Dr. Hedberg has over
15 years of experience in oil related and environmental companies and 12 years
of research and teaching experience, including executive management and advisory
positions, with several multinational organizations. Dr. Hedberg received his
Doctor of Philosophy (Ph.D.) in Geotechnical Engineering from the Massachusetts
Institute of Technology, Cambridge, Massachusetts in 1977.
JOSEPH E. JACK has been a Director of the Company since August 1995.
From May 1989 to June 1991, Mr. Jack served as Vice President of Waste
Management Europe, a waste collection and recycling company that is a publicly
traded company on the London Stock Exchange and a controlled subsidiary of WMX
Technologies, a publicly traded New York Stock Exchange company. From May 1978
to June 1991, Mr. Jack has served in various executive capacities with several
subsidiaries and/or affiliates of Waste Management, Inc.
RONALD J. KORN has been nominated to become a Director of the Company.
Since July 1991, Mr. Korn has served as President of Ronald Korn Consulting, a
business consulting firm, and as Chairman of the Board of Carole Korn Interiors,
Inc., an interior design firm. From 1961 to 1991, Mr. Korn was a partner with
the certified public accounting firm of KPMG Peat Marwick, including six years
in which Mr. Korn served as Managing Partner of KPMG Peat Marwick's Miami,
Florida office. Since October 1991, Mr. Korn has served as a director and
Chairman of the Compensation and Audit Committee of the Board of Directors of
Engle Homes, Inc., a company whose common stock is traded on the National Market
of the Nasdaq Stock Market. Since 1996, Mr. Korn has served as a director of
Magicworks Entertainment Incorporated, a public company whose common stock is
traded on the American Stock Exchange. From December 1995 to December, 1997, Mr.
Korn served as a director of Vacation Break U.S.A., Inc., a company whose common
stock was traded on the National Market of the Nasdaq Stock Market.
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COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1997, the Board of Directors held five meetings and took action
two additional times by unanimous written consent. No Director attended fewer
than 75% of the meetings of the Board of Directors held during 1997 during the
period of such Director's service.
The only committees of the Board of Directors are the Audit Committee
and the Compensation Committee. The Board does not have a nominating or similar
committee. The Company's Board of Directors performs the functions of a
nominating or similar committee.
Joseph E. Jack, Dr. Jan Hedberg and Elias F. Mansur are the current
members of the Audit Committee, which held no meetings during 1997. The duties
and responsibilities of the Audit Committee include (i) recommending to the
Board of Directors the appointment of the Company's auditors and any termination
of engagement, (ii) reviewing the plan and scope of audits, (iii) reviewing the
Company's significant accounting policies and internal controls and (iv) having
general responsibility for all related auditing matters. If elected as a
Director at the Annual Meeting, Ronald J. Korn will become a member of the Audit
Committee.
Pierre G. Mansur, Dr. Jan Hedberg and Elias F. Mansur are the current
members of the Compensation Committee, which held one meeting during 1997. The
Compensation Committee reviews and approves the compensation of the Company's
executive officers and administers the Company's Incentive Plan. If elected as a
Director at the Annual Meeting, Ronald J. Korn will become a member of the
Compensation Committee.
ADDITIONAL INFORMATION CONCERNING DIRECTORS
No Director of the Company receives any fee for attendance at meetings
of the Board of Directors or committees thereof, although members of the Board
of Directors do receive reimbursement for actual travel-related expenses
incurred in connection with their attendance at meetings of the Board of
Directors. Directors of the Company who are also employees of the Company do not
receive additional compensation for their services as Directors.
Directors are eligible to receive options under the Company's Incentive
Plan. The Incentive Plan provides for an automatic grant of an option to
purchase 3,500 shares of Common Stock upon a person's election as a non-employee
Director of the Company, as well as an automatic annual grant of an option to
purchase 3,500 shares of Common Stock on the day the Company issues its earnings
release for the prior fiscal year. See "Executive Compensation--Incentive Plan."
During 1996, in connection with the Company's initial public offering
of Common Stock (the "IPO"), the Company issued 10,000 shares of the Company's
Common Stock to each of Joseph E. Jack and Dr. Jan Hedberg in exchange for
previously rendered consulting services.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than ten percent of the Company's outstanding Common Stock, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock. Such persons are required
by SEC regulation to furnish the Company with copies of all such reports they
file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written or oral representations that
no other reports were required for such persons. All Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
(10%) beneficial owners have
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been complied with, except for the late filing by Pierre G. Mansur of a Form 4
relating to the grant of options to purchase 41,460 shares of Common Stock in
April 1997, (ii) Paul I. Mansur of a Form 4 relating to the grant of options to
purchase 30,438 shares of Common Stock in April 1997, and (iii) Dr. Jan Hedberg
of a Form 4 relating to the grant of options to purchase 3,500 shares of Common
Stock in April 1997.
MANAGEMENT
EXECUTIVE OFFICERS
Pierre G. Mansur and Paul I. Mansur, each of whom is a Director of the
Company, are also executive officers of the Company. Reference is made to the
description of the business experience of such individuals set forth above under
"Election of Directors; Director Nominees."
The other executive officer of the Company is as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- ---------
<S> <C> <C>
Richard P. Smith................................ 40 Vice President of Finance and Chief Financial
Officer
</TABLE>
RICHARD P. SMITH has been the Chief Financial Officer of the Company
since September 1, 1996. From April 1987 to August 1996, Mr. Smith held various
positions, including Vice President, Chief Financial Officer, Treasurer,
Secretary, Director of Business Planning, and Controller of the European
Operations of Telematics International, Inc., a manufacturer and supplier of
intelligent networking technologies and products. From August 1983 to April
1987, Mr. Smith served as Manager of Internal Controls and Cost Analysis for
Motorola, Inc., a worldwide manufacturer of a diverse line of electronic
equipment and components, including communications systems, semiconductors,
electronic controls and computer systems. From January 1980 to March 1981, Mr.
Smith worked as an accountant for Arthur Young and Co. C.P.A. Mr. Smith is a
graduate of Illinois Wesleyan University and holds a Masters of Business
Administration degree from the University of Illinois and a Masters of Finance
degree from Cambridge University.
ELECTION OF EXECUTIVE OFFICERS
The Company's officers are elected annually by the Board of Directors
and serve at the discretion of the Board of Directors.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following compensation table sets forth, for the fiscal years ended
December 31, 1997, 1996 and 1995, the aggregate compensation awarded to, earned
by or paid to each of Pierre G. Mansur, the Company's Chairman of the Board and
President, Paul I. Mansur, the Company's Chief Executive Officer, and Richard P.
Smith, the Company's Vice President and Chief Financial Officer (collectively,
the "Named Executive Officers"). No other officer of the Company received
compensation in excess of $100,000 during such years.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- ------------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS/SARS
------------------ ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Pierre G. Mansur.......... 1997 $120,000 -- $6,605(1) 41,460
Chairman and President 1995 $ 66,000 $267,460(2) $6,605(1) --
Paul I. Mansur............ 1997 $120,000 -- $6,144(1) 30,438
Chief Executive Officer 1996 $ 48,000 $250,000 $5,099(1) --
1995 $ 48,000 -- $2,550(1) --
Richard P. Smith.......... 1997 $110,000 -- $4,800(1) --
Vice President and Chief 1996 $ 36,667(3) -- $1,600(1) 10,000
Financial Officer
</TABLE>
- -----------------------
(1) Automobile allowance paid by the Company.
(2) Represents incentive compensation earned by Pierre G. Mansur, of which
$88,110 was paid in 1995 and the remainder of which was accrued in 1995
and paid in 1996.
(3) Mr. Smith commenced employment with the Company in September 1996.
Accordingly, represents compensation paid to Mr. Smith for the four
months ended December 31, 1996.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
In September 1997, the Company entered into a two year employment
agreement with Pierre Mansur, providing for an annual base salary of $120,000
through December 31, 1998 and $150,000 during 1998 and discretionary bonuses,
based on Mr. Mansur's performance, as determined by the Compensation Committee
of the Board of Directors. Pursuant to the employment agreement, during the term
of Mr. Mansur's employment and for a period of three years following his
termination of employment, Mr. Mansur is prohibited from disclosing any
confidential information, including without limitation, information regarding
the Company's patents, research and development, manufacturing process or
knowledge or information with respect to confidential trade secrets of the
Company. In addition, the employment agreement provides that Mr. Mansur is
prohibited from, directly or indirectly, engaging in any business in substantial
competition with the Company or its affiliates. The employment agreement also
provides that Mr. Mansur is prohibited from becoming an officer, director or
employee of any corporation, partnership or any other
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business in substantial competition with the Company or its affiliates during
the term of his employment and for three years thereafter.
In September 1995, the Company entered into a two year employment
agreement with Paul Mansur providing for an annual base salary of $48,000
through December 31, 1996 and $120,000 thereafter and discretionary bonuses,
based on Mr. Mansur's performance, as determined by the Compensation Committee
of the Board of Directors. In September 1997, Mr. Mansur's employment agreement
was extended by the Company for an additional year. Pursuant to the employment
agreement, during the term of Mr. Mansur's employment and for a period of three
years following his termination of employment, Mr. Mansur is prohibited from
disclosing any confidential information, including without limitation,
information regarding the Company's patents, research and development,
manufacturing process or knowledge or information with respect to confidential
trade secrets of the Company. In addition, the employment agreement provides
that Mr. Mansur is prohibited from, directly or indirectly, engaging in any
business in substantial competition with the Company or its affiliates. The
employment agreement also provides that Mr. Mansur is prohibited from becoming
an officer, director or employee of any corporation, partnership or any other
business in substantial competition with the Company or its affiliates during
the term of his employment and for three years thereafter.
In July 1996, the Company entered into a one year employment agreement
with Mr. Richard Smith, the Company's Vice President of Finance and Chief
Financial Officer, which provides for an annual base salary of $110,000, a car
allowance of $400 a month, and a mobile telephone allowance of $150 a month. In
addition, pursuant to the terms of the employment agreement, Mr. Smith was
granted options to purchase 10,000 shares of Common Stock. Pursuant to the
employment agreement, if Mr. Smith is terminated for cause, defined as an act of
dishonesty, malfeasance, or other impropriety, he is not entitled to receive any
severance payment. If Mr. Smith is terminated without cause, he is entitled to
receive his current salary for four months or until he secures new employment,
whichever occurs first. In addition to the employment agreement, the Company and
Mr. Smith entered into a Non-Circumvention and Non-Disclosure Agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Pierre G. Mansur, the Chairman of the Board and President of the
Company, participated in deliberations of the Compensation Committee of the
Board of Directors concerning executive compensation during 1997. Mr. Mansur's
compensation was determined by the Board of Directors.
INCENTIVE PLAN
The Incentive Plan provides for the grant of stock options, stock
appreciation rights ("SARs"), restricted stock, deferred stock, other
stock-related awards and performance or annual incentive awards that may be
settled in cash, stock or other property (collectively, the "Awards"). A total
of 375,000 shares of Common Stock have been reserved for the grant of Awards
under the Incentive Plan. The purpose of the Incentive Plan is to advance the
interests of the Company by providing additional incentive in attracting,
motivating and retaining qualified executives and other employees, officers,
directors and independent contractors (collectively, the "Participants") by
enabling Participants to acquire or increase a proprietary interest in the
Company in order to strengthen the mutuality of interests between Participants
and the Company's shareholders, and providing Participants with annual and long
term performance incentives to expend their maximum efforts in the creation of
shareholder value.
The persons eligible to receive Awards under the Incentive Plan are the
officers, directors, employees and independent contractors of the Company and
any subsidiary. No director of the Company who is not an employee of the Company
or any subsidiary (a "non-employee director") is eligible to receive Awards
under the Incentive Plan other than automatic formula grants of stock options
and restricted stock as described below, and no independent contractor will be
eligible to receive any Awards other than stock options.
11
<PAGE>
The Incentive Plan is required to be administered by a committee
designated by the Board of Directors consisting of not less than two directors
(the "Committee"), each member of which must be a "disinterested person," as
defined under Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended, and an "outside director" for purposes of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). The Compensation
Committee of the Board has been appointed as the Committee for the purpose of
administering the Incentive Plan. Subject to the terms of the Incentive Plan,
the Committee is authorized to select eligible persons to receive Awards,
determine the type and number of Awards to be granted and the number of shares
of Common Stock to which Awards will relate, specify times at which Awards will
be exercisable or settleable (including performance conditions that may be
required as a condition thereof), set other terms and conditions of Awards,
prescribe forms or Award agreements, interpret and specify rules and regulations
relating to the Incentive Plan, and make any other determinations that may be
necessary or advisable for the administration of the Incentive Plan.
In addition, the Incentive Plan imposes individual limitations on the
amount of certain Awards in part to comply with Code Section 162(m). Under these
limitations, during any fiscal year the number of options, SARS, restricted
shares of Common Stock, deferred shares of Common Stock, shares as a bonus or in
lieu of other Company obligations, and other stock-based Awards granted to any
one participant may not exceed 250,000 for each type of Award, subject to
adjustment in certain circumstances. The maximum amount that may be paid out as
a final annual incentive Award or other cash Award in any fiscal year to any one
participant is $1,000,000, and the maximum amount that may be earned as a final
performance Award or other cash Award in respect of a performance period by any
one participant is $5,000,000.
The Incentive Plan provides that each non-employee Director shall
receive (i) on the date of his or her election as a Director of the Company, an
automatic grant of an option to purchase 3,500 shares of Common Stock, and (ii)
each year, on the day the Company issues its earnings release for the prior
fiscal year, an automatic grant of an option to purchase 3,500 shares of Common
Stock. Such options have a term of 10 years and become exercisable at the rate
of 33-1/3 per annum commencing on the first anniversary of the date of grant;
provided, however, that options become fully exercisable in the event that,
while serving as a Director of the Company, the non-employee Director dies, or
suffers a "disability," or "retires" (within the meaning of such terms as
defined in the Incentive Plan). The per share exercise price of all options
granted to non-employee directors will be equal to the fair market value of a
share of Common Stock on the date such option is granted.
12
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning grants of
stock options made to the Named Executive Officers during the year ended
December 31, 1997. No stock appreciation rights have been granted or are
outstanding.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED(*) FISCAL YEAR PRICE ($/SH) DATE
- ---- ------------ ----------------- ------------ ----------
<S> <C> <C> <C> <C>
Pierre G. Mansur.............................. 41,460 41.6% $13.125 4/1/05
Chairman of the Board and President
Paul I. Mansur................................ 30,438 30.5% $13.125 4/1/05
Chief Executive Officer
Richard P. Smith.............................. -- -- -- --
Vice President and Chief
Financial Officer
</TABLE>
AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning
unexercised stock options held by the Named Executive Officers as of December
31, 1997. No stock options were exercised by the Named Executive Officers during
the year ended December 31, 1997. No stock appreciation rights have been granted
or are outstanding.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN THE
SHARES AT FY-END(#) MONEY OPTIONS AT FY-END(1)
ACQUIRED ON VALUE -------------------------- -------------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Pierre G. Mansur.......... 0 $ 0 13,820 27,640 $38,005.00(2) $76,010.00(2)
Paul I. Mansur............ 0 $ 0 10,146 20,292 $27,901.50(2) $55,803.00(2)
Richard P. Smith.......... 0 $ 0 3,334 6,666 $27,922.25(3) $55,827.75(3)
</TABLE>
- ----------------
(1) The closing price of the Common Stock as reported on the SmallCap Market
of the Nasdaq Stock Market on December 31, 1997 was $15.875.
(2) Value is calculated by multiplying (i) the difference between $15.875 and
the option exercise price of $13.125 by (ii) the number of shares of
Common Stock underlying the option.
(3) Value is calculated by multiplying (i) the difference between $15.875 and
the option exercise price of $7.50 by (ii) the number of shares of Common
Stock underlying the option.
13
<PAGE>
CERTAIN TRANSACTIONS
COMMON STOCK OWNERSHIP
In connection with the organization of the Company in November 1990,
the Company issued 2,000,000 shares of Common Stock to Mr. Pierre Mansur in
exchange for the assignment to the Company of (i) certain ongoing research and
development and rights to any related patents and patents pending, and (ii) real
estate and equipment valued at $52,000.
CONSULTING AGREEMENT AND SERVICES
In November 1994, the Company entered into a two-year consulting
agreement (the "Consulting Agreement") with Environmental Technologies BVI
Limited (the "Consultant"). Pursuant to the Consulting Agreement, the Consultant
agreed to advise, consult with, introduce to third parties and generally assist
the Company in its efforts to explore new manufacturing and marketing
arrangements. In exchange for such services, the Consulting Agreement provided
that the Consultant was entitled to receive certain fees in connection with the
sale of certain equipment, services, license rights, royalty rights,
manufacturing rights, marketing rights or the Company's entrance into a
partnership or joint venture arrangement or consummation of a merger. The
Consultant did not receive any commissions pursuant to the Consulting Agreement.
In December 1995, the Company issued the Consultant 10,000 shares of Common
Stock in exchange for the services rendered by the Consultant and to secure the
Consultant's agreement to terminate the Consulting Agreement and any and all
associated rights of the Consultant. Dr. Jan Hedberg, a Director of the Company,
owns 50% and serves as the managing director of the Consultant.
Dr. Jan Hedberg and Joseph E. Jack have, from time to time, rendered
consulting services to the Company in connection with financing, marketing and
technical matters. In April 1996, Messrs. Hedberg and Jack were each issued
10,000 shares of the Company's Common Stock, valued at $3.50 per share, in
exchange for such previously rendered consulting services.
NOTE PAYABLE TO CHIEF EXECUTIVE OFFICER
Pursuant to a revolving line of credit dated June 1, 1990, Mr. Paul
Mansur made a series of advances ranging from $5,000 to $30,000, totaling an
aggregate of $150,000 (the "Debt"), to the Company between June 1, 1990 and May
31, 1996. Under the terms of the line of credit, interest accrued at a rate of
6% in 1994, 1995 and the five month period ended May 31, 1996. On December 31,
1994 and December 31, 1995, the Company paid Mr. Paul Mansur $34,814 and
$12,000, respectively, in satisfaction of interest owed with respect to the
Debt. The note evidencing the Debt had a maturity date of December 31, 1995,
which maturity date was extended to December 31, 1996. On May 31, 1996, the
Company paid Mr. Paul Mansur $150,000 and $5,000 in satisfaction of the
outstanding principal balance of and the interest owed with respect to the Debt.
CONVERTIBLE NOTES
In connection with its issuance of an aggregate of $1,012,500 in
principal amount of Convertible Notes in June 1996, the Company issued
promissory notes in the principal amount of $101,250 to each of Environmental
Technologies BVI Limited, a consulting firm of which Dr. Jan Hedberg, a Director
of the Company, is Managing Director, and Joseph E. Jack, a Director of the
Company. Upon consummation of the IPO in September 1996, each of the Convertible
Notes was converted into 15,000 shares of Common Stock. Environmental
Technologies BVI Limited and Mr. Jack acquired the Convertible Notes on the same
terms as other unaffiliated investors.
14
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG Peat Marwick LLP served as the Company's independent
public accountants for the year ended December 31, 1997. The Board of Directors
has selected KPMG Peat Marwick LLP as the Company's independent public
accountants for the year ending December 31, 1998. One or more representatives
of KPMG Peat Marwick LLP are expected to be present at the Annual Meeting and
will be afforded the opportunity to make a statement if they so desire and to
respond to appropriate shareholder questions.
OTHER BUSINESS
The Board of Directors knows of no other business to be brought before
the Annual Meeting. If, however, any other business should properly come before
the Annual Meeting, the persons named in the accompanying proxy will vote
proxies as in their discretion they may deem appropriate, unless they are
directed by a proxy to do otherwise.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the Company's 1999
Annual Meeting of Shareholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission promulgated under the Securities Exchange Act
of 1934, as amended, must be received by the Company at its executive offices by
January 27, 1999 for inclusion in the Company's proxy statement and form of
proxy relating to such meeting.
By Order of the Board of Directors,
PIERRE G. MANSUR
CHAIRMAN OF THE BOARD
AND PRESIDENT
Miami, Florida
May 27, 1998
15
<PAGE>
MANSUR INDUSTRIES INC.
8305 N.W. 27TH STREET, SUITE 107
MIAMI, FLORIDA 33122
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
COMMON STOCK
The undersigned holder of Common Stock of Mansur Industries Inc., a
Florida corporation (the "Company"), hereby appoints Paul I. Mansur and Richard
P. Smith, and each of them, as proxies for the undersigned, each with full power
of substitution, for and in the name of the undersigned to act for the
undersigned and to vote, as designated below, all of the shares of common stock,
par value $.001 per share (the "Common Stock"), of the Company that the
undersigned is entitled to vote at the 1998 Annual Meeting of Shareholders of
the Company, to be held on Friday, June 26, 1998, at 10:00 a.m., local time, at
the Doral Resort, 4400 N. W. 87th Avenue, Miami, Florida, and at any
adjournment(s) or postponement(s) thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL THE
DIRECTOR NOMINEES LISTED IN PROPOSAL (1) BELOW AND THE OTHER PROPOSALS SET
FORTH.
Proposal 1. Election of Pierre G. Mansur, Paul I. Mansur, Joseph E. Jack,
Dr. Jan Hedberg and Ronald J. Korn as directors of the Company.
[ ] VOTE FOR all nominees listed above, except vote withheld from
the following nominee(s) (if any).
_____________________________________________________________
[ ] VOTE WITHHELD from all nominees.
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the 1998 Annual Meeting
of Shareholders, and any adjournments or postponements thereof.
<PAGE>
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" ALL OF THE PROPOSALS.
The undersigned hereby acknowledges receipt of (i) the Notice of 1998
Annual Meeting of Shareholders and (ii) the Proxy Statement.
Dated: __________________________________, 1998
_________________________________________________
(Signature)
_________________________________________________
(Signature if held jointly)
IMPORTANT: Please sign exactly as your name appears
hereon and mail it promptly even though you may plan to
attend the meeting. When shares are held by joint
tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign
in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY
RETURN IT IN THE ENVELOPE PROVIDED. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES.
