UNITED STATES
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
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 Material
[ ] Note
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12.
CONTROLLED ENVIRONMENT AQUACULTURE
TECHNOLOGY, INC.
(Name of Registrant as specified in its charter)
Payment of Filing Fee (Check the Appropriate Box):
[ X ] No Fee Required.
<PAGE>
CONTROLLED ENVIRONMENT AQUACULTURE
TECHNOLOGY, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
(IN LIEU OF ANNUAL MEETING)
Friday, November 20, 1998
TO THE STOCKHOLDERS OF CONTROLLED ENVIRONMENT
AQUACULTURE TECHNOLOGY, INC:
NOTICE IS HEREBY GIVEN that the Special Meeting (In lieu of
Annual Meeting) of Shareholders of Controlled Environment Aquaculture
Technology, Inc. (the "Company"), a Colorado corporation, will be held
on Friday, November 20, 1998, at 1:00 p.m., local time, at the Warner
Center Hilton and Towers, 6360 Canoga Avenue, Woodland Hills,
California 91367, for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected; and
2. To ratify the appointment of Carpenter Kuhen and Sprayberry,
CPAs, of Oxnard, California, as independent auditors of the Company
for the fiscal year ending January 31, 1999;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on October 6, 1998
are entitled to notice of and to vote at the meeting and any adjournment
thereof.
All shareholders are cordially invited to attend the meeting in person.
Any shareholder attending the meeting may vote in person even if such
stockholder previously signed and returned a proxy.
By Order of the Board of Directors
Robert Greenspan
Corporate Secretary
<PAGE>
THE BOARD OF DIRECTORS
Honolulu, Hawaii
October 26, 1998
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING, YOU ARE REQUESTED TO COMPLETE AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE PROVIDED.
CONTROLLED ENVIRONMENT AQUACULTURE
TECHNOLOGY, INC.
3375 Koapaka Street, Suite H402
HONOLULU, HAWAII 96819
______________
PROXY STATEMENT FOR 1998
SPECIAL MEETING OF SHAREHOLDERS
(IN LIEU OF ANNUAL MEETING)
______________
The enclosed Proxy is solicited on behalf of Controlled Environment
Aquaculture Technology, Inc., (the "Company") for use at the Special
Meeting of Shareholders to be held on FRIDAY, NOVEMBER 20,
1998, at 1:00 P.M. local time, and at any adjournment thereof, for the
purposes set forth herein and in the accompanying Notice of Special
Meeting (In Lieu of Annual Meeting) of Shareholders.
The Special meeting will be held at the Warner Center Hilton and
Towers, 6360 Canoga Avenue, Woodland Hills, California 91367. The
Company's principal executive office is located at 3375 Koapaka Street,
Suite H402, Honolulu, Hawaii 96819. The Company's telephone
number at that address is (808) 337-9238.
These proxy solicitation materials were mailed on or about October 26,
1998 to all shareholders entitled to vote at the meeting. A copy of the
Company's Report on Form 10KSB for its fiscal year ended January 31,
1998 accompanies this Proxy Statement.
INFORMATION CONCERNING SOLICITATION AND VOTING
Record Date
Shareholders of record at the close of business on OCTOBER 6, 1998
(the "Record Date") are entitled to notice of the meeting and to vote at
the meeting. As of the Record Date, 3,905,450 shares of the
Company's Common Stock (the "Common Stock") were issued and
outstanding and entitled to vote at the Special Meeting. No shares of
Preferred Stock were issued and outstanding as of the Record Date.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Secretary
of the Company a written notice of revocation or a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
Voting and Solicitation
Every shareholder voting for the election of directors is entitled to one
vote for each share of Common Stock held for each of the five directors
to be elected. Holders of Common Stock do not have the right to
cumulate their votes in the election of directors. On all other matters,
each share of Common Stock is likewise entitled to one vote on each
proposal or item that comes before the meeting.
Votes cast by proxy or in person at the Meeting will be tabulated by the
Company's transfer agent which will serve as the Inspector of Elections
(the "Inspector"). The Inspector will also determine whether or not a
quorum is present. In general, the affirmative vote of a majority of
shares present in person or represented by proxy at a duly held meeting
at which a quorum is present is required under Colorado law for
approval of proposals presented to shareholders. The Company's
Articles of Incorporation provide that a quorum consists of one-third of
the shares of each voting group entitled to vote and present or
represented by proxy at the meeting.
The Inspector will treat abstentions as shares that are present and entitled
to vote for purposes of determining the presence of a quorum, but will
not treat abstentions as votes in favor of approving any matter submitted
to shareholders for a vote.
Any proxy that is returned using the form of proxy enclosed and that is
not marked as to a particular item will be voted for the election of the
Company's nominees named herein, for ratification of the appointment
of the designated independent auditors, and as the proxy holders deem
advisable on other matters that may come before the meeting. If a
broker indicates on the enclosed proxy or its substitute that it does not
have discretionary authority as to certain shares to vote on a particular
matter ("broker non-votes"), those shares will not be considered as
present with respect to that matter.
The Company believes that the tabulation procedures to be followed by
the Inspector are consistent with the general statutory requirements in
Colorado concerning voting of shares and determination of a quorum.
The cost of this solicitation will be borne by the Company. The
Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to such beneficial owners. Proxies also may be solicited by certain
of the Company's directors, officers, and employees, without additional
compensation, personally or by telephone, letter or facsimile.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
The Company anticipates that the next Annual Meeting of Shareholders
will be held in September, 1999. Therefore, proposals of shareholders
of the Company which are intended to be presented by such shareholders
at the Company's 1999 Annual Meeting of Shareholders must be
received by the Company no later than April 30, 1999 [Approx 120 days
before the meeting], in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting.
PRINCIPAL SHARE OWNERSHIP
The Record Date for purposes of determining the shareholders entitled
to vote at the Special Meeting was October 6, 1998. As of the Record
Date, the Company had a total of 3,905,450 shares of Common Stock
and 2,810,149 Class A Warrants issued and outstanding. Each Class A
Warrant is currently exercisable by the holder thereof to purchase one
share of common stock at a purchase price of $2.00 per share at any
time prior to the expiration date (currently December 31, 2001) and the
Warrants are not cancelable. The following table sets forth the
beneficial ownership of the Company's Common Stock as of October 6,
1998, by each director and nominee to become director, by each
executive officer, by all directors and officers of the Company as a
group, and by all persons known to the Company to be the beneficial
owners of more than 5% of the Company's Common Stock:
<TABLE>
<CAPTION>
Shares Beneficially owned
Name Number Percent
<S> <C> <C>
J.A. Garcia 597,500 8.90%
3375 Koapaka Street, Suite H402
Honolulu, HI 96819<F1><F2>
Ernest K. Dias 550,000 8.19%
3375 Koapaka Street, Suite H402
Honolulu, HI 96819<F1><F3>
<PAGE>
Hibiscus Investments, Inc.
9010 Miramar Road
San Diego, CA 92126 420,000 6.25%
Tom Furukawa
1732 Bluffhill Drive
Monterey Park, CA 91754 150,000 2.23%
<F5>
Ronald L. Ilsley 300,000 4.47%
3375 Koapaka Street, Suite H402
Honolulu, HI 96819<F1><F6>
Robert Greenspan 106,000 1.58%
400 Corporate Point, Suite 800
Culver City, CA 90230<F1><F7>
Paul Bienfang, Ph.D. 154,000 2.29%
3375 Koapaka Street, Suite H402
Honolulu, HI 96819<F1><F8>
Gordon J. Mau
1000 Bishop Street, #303
Honolulu, HI 96813<F1><F9> 214,000 3.19%
Charles P. Spira
3375 Koapaka Street, Suite H402
Honolulu, HI 96819<F1><F10> 163,000 2.43%
James Sweeney
3375 Koapaka Street, Suite H402
Honolulu, HI 96819<F1><F11> 150,000 2.23%
Unity House Incorporated
444 Hobron Lane
Honolulu, HI 96815<F12> 450,000 6.70%
All Officers and
Directors as a Group
(9 in number)<F14>
<FN>
<F1> The person listed is an officer, a director, or both, of the
Company.
<F2> Includes 42,500 shares owned by The Rally Group, Ltd., a
California corporation, of which Mr. Garcia may be deemed to be the
beneficial owner, 300,000 shares which are jointly owned by Mr. Garcia
with his spouse, 200,000 shares which may be acquired upon exercise
of outstanding Class A Warrants owned by Mr. Garcia, and 55,000
shares which may be acquired upon exercise of outstanding Class A
Warrants owned by The Rally Group, Ltd., of which Mr. Garcia may
be deemed to be the beneficial owner.
<F3> Includes 250,000 shares which may be acquired upon exercise
of outstanding Class A Warrants.
<F4> Includes 140,000 shares which may be acquired upon exercise
of outstanding Class A Warrants.
<F5> Includes 150,000 shares which may be acquired upon exercise
of outstanding Class A Warrants.
<F6> Includes 150,000 shares which may be acquired upon exercise
of outstanding Class A Warrants.
<F7> Includes 52,000 shares which may be acquired upon exercise
of outstanding Class A Warrants.
<F8> Includes 100,000 shares which may be acquired upon exercise
of outstanding Class A Warrants.
<F9> Includes 66,000 shares which may be acquired upon exercise
of outstanding Class A Warrants.
<F10> Includes 74,000 shares which may be acquired upon exercise
of outstanding Class A Warrants.
<F11> Includes 100,000 shares which may be acquired upon exercise
of outstanding Class A Warrants.
<F12> Includes 200,000 shares which may be acquired upon exercise
of outstanding Class A Warrants.
<F13> Includes 1,557,000 shares which may be acquired upon
exercise of outstanding Class A Warrants.
</FN>
</TABLE>
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 the holders
of 10% of the Company's Common Stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of
changes in ownership of equity securities of the Company. Based on the
Company's review of copies of such reports received by it, or written
representations from reporting persons, the Company believes that as of
October 26, 1998, its officers and directors had filed all required
reports. None of such reports were initially filed in a timely manner.
Reporting obligations for Initial Statement of Beneficial Ownership of
Securities, Statement of Changes in Beneficial Ownership, and the
Annual Statement of Changes in Beneficial Ownership were delinquent
but as of May 1, 1998, the date of filing of the Company's report on
Form 10-KSB for the fiscal year ended January 31, 1998, the reports
were fully up to date. The Company believes that the initial failure of
its officers, directors and 10% shareholders to file in a timely manner
was inadvertent and the Company has now implemented routine
procedures designed to periodically remind its officers, directors and
principal shareholders of the filing requirements.
PROPOSAL ONE
ELECTION OF DIRECTORS
A board of five (5) directors is to be elected at the Special Meeting (In
lieu of Annual Meeting) of Shareholders. Unless otherwise instructed,
the proxy holders will vote the proxies received by them for the
Company's five nominees named below, all of whom are presently
directors of the Company. In the event that any nominee of the
Company is unable or declines to serve as a director at the time of the
meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill the vacancy. It is
not expected that any nominee will be unable or will decline to serve as
a director. The term of office of each person elected as a director will
continue until the next Annual Meeting of Shareholders or until a
successor has been elected and qualified.
<TABLE>
<CAPTION>
Name of Principal Director
Nominee Age Occupation Since
<S> <C> <C> <C>
J.A. Garcia 71 CEO of Controlled Environment July, 1966
Aquaculture Technology, Inc.
Ronald Ilsley 57 Vice President and CFO of December, 1996
Chemoil Corporation
Ernest K. Dias 60 President, Chief Operations January, 1997
Officer, Controlled Environment
Aquaculture Technology, Inc.
Gordon J. Mau 52 Attorney January, 1998
Charles Spira 67 President of Pacific January, 1998
View Management, Inc.
</TABLE>
BIOGRAPHICAL INFORMATION:
J.A. GARCIA. Chief Executive Officer and Chairman of the Board of
Directors.
Mr. Garcia has served as Chief Executive Officer and as
Chairman of the Board of the Company since July, 1996. Since 1988,
he has also served as President, Chief Executive Officer and Chairman
of the Board of The Rally Group, Ltd., Los Angeles, California, a
venture capital and financial consulting firm. Mr. Garcia's exposure to
the shrimp industry began in the late 1950s when he served on the Board
of Directors of Pearl Island Seafood of Panama. He helped finance their
expansion program and served as exclusive marketing agent for shrimp
sales in the United States. For over 30 years since then, he has served
as officer, director, and principal shareholder of several publicly traded
companies. Mr. Garcia is a graduate of the Georgetown University of
Foreign Service where he received his Bachelor of Science in Foreign
Service.
RONALD ILSLEY. Chief Financial Officer, Treasurer and Director.
Mr. Ilsley has served as Chief Financial Officer of the Company
since December, 1996. During the period from 1994 to December,
1996, he has been Vice President and Chief Financial Officer of
Chemoil Corporation, San Francisco, California. Chemoil Corporation
is recognized as the largest independent integrated supplier of marine
fuels in the United States. Chemoil's annual sales are in excess of $400
million. Mr. Ilsley served from 1985 - 1994 as Treasurer and Director
of Finance for Santa Fe International Corporation, Los Angeles,
California, a major multi-national company publicly traded on the New
York Stock Exchange. Mr. Ilsley has served as Senior Executive and
Manager for domestic and international investment banking groups which
include the European American Bank, New York, New York, and Wells
Fargo Bank, N.A., San Francisco, California. Mr. Ilsley received his
Bachelor of Arts degree from California State University Northridge and
is a graduate of Pepperdine University Graduate School of Business and
Finance, Los Angeles, California. He has served as a faculty member
and lecturer in the Graduate School of Banking and International Finance
at Golden Gate University, San Francisco, California.
ERNEST K. DIAS. President, Chief Operating Officer and Director.
Mr. Dias has served as President and Chief Operating Officer of
the Company since October, 1997. From May, 1988, to October, 1996,
he was the Manager of Facilities Development and Construction for The
Oceanic Institute, Honolulu, Hawaii, since 1988. In that capacity, Mr.
Dias was responsible for the planning, implementation and construction
of satellite operations on the islands of Hawaii and Molokai for both The
Center for Applied Aquaculture at Makapuu Point, Oahu, and The
Oceanic Institute. Mr. Dias also directed the design and construction of
the Maryut Fish Farming Company hatchery and facilities in Alexandria,
Egypt, which consists of a 6,000 acre facility and hatchery, construction
of which was financed by World Bank/U.S.A.I.D. Mr. Dias received
a Bachelor of Science in Engineering from San Jose State University,
San Jose, California, and attended the Pepperdine University Graduate
School of Business, Los Angeles, California.
GORDON J. MAU. Director.
Mr. Mau has served as a director of the Company since January,
1998. He is engaged in the private practice of law in Honolulu, Hawaii,
and serves as one of the directors of Hawaii National Bank and its
parent, Hawaii National Bancshare, Inc. He also serves as an officer
and/or director of Overseas Investors, Inc., Henry H. Wong Foundation
and the Waialae Country Club, among other organizations. Mr. Mau is
a member of the State Bar of Hawaii, Hawaii Board of Realtors,
National Association of Realtors and the Hawaii Chapter of CCIM.
CHARLES P. SPIRA. Director.
Mr. Spira has served as a director of the Company since January,
1998. He is President of Pacific View Management, Inc. a firm which
is engaged in real estate development and national television
syndications. He has also served on the long-range planning committee
of the Board of Directors of St. Joseph Medical Center Foundation and
as Chief Financial Officer of Newport Communications International,
Inc. Mr. Spira is a CPA whose career included managing the Tax
Department of Arthur Anderson & Company, Los Angeles.
Board Meetings and Committees
The Board of Directors held numerous informal and telephonic meetings
during the fiscal year ended January 31, 1998. During the first two
quarters of the fiscal year ending January 31, 1999, the Board held four
telephonic meetings one formal meeting. All of the current directors
attended the formal meeting of directors either in person or
telephonically.
The Board of Directors currently does not have a nominating committee,
but does have both an audit committee and a compensation committee,
each of which includes the same three members, Messrs. Ilsley, Spira
and Mau. These committees did not have any meetings during the last
fiscal year.
Compensation of Directors
The Board of Directors does not currently have a plan to compensate
members for their attendance at Board meetings, but they are reimbursed
for expenses actually incurred in connection with attending meetings of
the Board of Directors.
Vote required; Recommendation of the Board of Directors
With respect to the election of directors, the five candidates receiving the
highest number of "for" votes shall be elected to the Company's Board
of Directors. An abstention will have the same effect as a vote withheld
for the election of directors, and a broker non-vote will not be treated as
voting in person or by proxy on the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE NOMINEES SET FORTH HEREIN.
COMPENSATION OF EXECUTIVE OFFICERS
Summary of Cash and Other Compensation
The following table sets forth the compensation provided by the
Company to its officers or directors for services rendered in all
capacities to the Company during the fiscal year ended January 31,
1998. No executive officer received compensation in excess of $100,000
for services rendered in all capacities to the Company during the fiscal
year ended January 31, 1998.
<TABLE>
<CAPTION>
Name Position Held Compensation
<S> <C> <C>
J. Albert Garcia Chief Executive Officer $60,000
Ernest K. Dias President, Chief Operating
Officer and Director $70,500
Ronald L. Ilsley Chief Financial Officer
Treasurer and Director $61,000
Paul Bienfang, Ph.D. Senior Vice President
Director of Environmental
Compliance and Technology $73,000
Robert Greenspan Secretary $ 3,000
James N. Sweeney Vice President and Director
of Shrimp Program $64,000
</TABLE>
EMPLOYMENT CONTRACTS. The Company had no employment
contracts with any of its officers or directors during the fiscal year ended
January 31, 1998.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT
AUDITORS
The Board of Directors has selected Carpenter, Kuhen and Sprayberry,
independent auditors, to audit the financial statements of the Company
for the fiscal year ending January 31, 1999. Carpenter, Kuhen and
Sprayberry audited the Company's financial statements for the previous
fiscal year. A representative of Carpenter, Kuhen and Sprayberry is
expected to be present at the meeting, will have the opportunity to make
a statement, and is expected to be available to respond to appropriate
questions.
Vote Required; Recommendation of the Board of Directors
The Board of Directors has conditioned its appointment of the
Company's independent auditors upon receipt of the affirmative vote of
a majority of the shares represented, in person or by proxy, and voting
at the Annual Meeting, which shares voting affirmatively also constitute
at least a majority of the required quorum. In the event the shareholders
do not approve the selection of Carpenter, Kuhen and Sprayberry, the
appointment of the independent auditors will be reconsidered by the
Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THIS PROPOSAL.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting.
If any other matters properly come before the meeting, it is the intention
of the persons named in the enclosed proxy to vote the shares they
represent as the Company may recommend.
THE BOARD OF DIRECTORS
Honolulu, Hawaii
October 26, 1998
CONTROLLED ENVIRONMENT AQUACULTURE TECHNOLOGY,
INC.
November 20, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned, a registered shareholder of the Corporation, hereby
appoints Robert Greenspan, or failing him, Ernest K. Dias, both
directors of the Corporation, as proxyholder, with power of substitution,
to attend and vote for the undersigned at the Annual meeting of
shareholders of the Corporation to be held on November 20, 1998, and
at any adjournment thereof. The undersigned hereby revokes any
instrument of proxy heretofore given with respect to the meeting or any
adjournment thereof.
The Proxyholder is hereby directed to vote on any poll as follows:
1. To elect the following persons as directors of the Corporation for
the ensuing year:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
J.A. Garcia FOR( ) AGAINST( ) WITHHOLD( )
Ernest K. Dias FOR( ) AGAINST( ) WITHHOLD( )
Ronald L. Isley FOR( ) AGAINST( ) WITHHOLD( )
Charles Spira FOR( ) AGAINST( ) WITHHOLD( )
Gordon J. Mau FOR( ) AGAINST( ) WITHHOLD( )
</TABLE>
2. To appoint Carpenter, Kuhen & Sprayberry, certified public
accountants, as auditor of the Corporation for the ensuing year at a
remuneration to be fixed by the directors.
FOR( ) AGAINST( ) WITHHOLD( )
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
OR WITHHELD FROM VOTING ON ANY BALLOT IN
ACCORDANCE WITH THE INSTRUCTIONS OF THE
SHAREHOLDER. WHERE THE UNDERSIGNED HAS NOT
SPECIFIED A CHOICE WITH RESPECT TO ANY OF THE
FOREGOING MATTERS, THIS PROXY CONFERS
DISCRETIONARY AUTHORITY WITH RESPECT TO SUCH
MATTER(S) UPON THE ABOVE-NAMED PROXYHOLDER. IF NO
SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED IN FAVOR OF THOSE ITEMS.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH
RESPECT TO AMENDMENTS OR VARIATIONS OF THE
MATTERS IDENTIFIED IN THE NOTICE OF MEETING AND
WITH RESPECT TO OTHER MATTERS WHICH MIGHT
PROPERLY COME BEFORE THE MEETING.
A proxy, to be valid, must be dated and signed by the shareholder or by
his attorney authorized in writing or, where the shareholder is a
corporation, under its corporate seal or by a duly authorized and
appointed officer, attorney or representative of the corporation. Please
sign exactly as you name appears on the proxy. If the proxy is executed
by an attorney for an individual shareholder or by an officer, attorney
or representative of a corporate shareholder, the instrument so
empowering the officer, attorney or representative, as the case may be,
or a notarial copy thereof, must accompany the proxy instrument. If this
proxy is not dated in the space below, it is deemed to bear the date on
which it is mailed to the shareholder.
Signature:_____________________________
Dated this ___ day of ____________, 1998.
