SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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| [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material pursuant to § 240.14a-12. |
CVF TECHNOLOGIES CORPORATION
(Name of Registrant as Specified in its Charter)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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| (5) | Total fee paid: |
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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CVF TECHNOLOGIES CORPORATION
8604 Main Street, Suite 1
Williamsville, New York 14221
NOTICE OF 2002 ANNUAL STOCKHOLDERS' MEETING
To the Stockholders:
Notice is hereby given that the 2002 Annual Meeting of Stockholders (the "Meeting"), of CVF Technologies Corporation (the "Company"), will be held at the Buffalo Marriott Hotel, 1340 Millersport Highway, Amherst, New York (immediately north of Route I-290), at 2:00 p.m., New York time, on August 29, 2002 for the following purposes:
| 1. | To elect four directors to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified; and | |
| 2. | To consider and take action upon such other matters as may properly come before the Meeting or any adjournment thereof. |
Only stockholders of record at the close of business on August 2, 2002 are entitled to notice of and to vote at the Meeting or any adjournment thereof
BY ORDER OF THE BOARD OF DIRECTORS
Robert B. Nally
Secretary
Date: August 5, 2002
STOCKHOLDERS ARE URGED TO VOTE BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
August 5, 2002
CVF TECHNOLOGIES CORPORATION
8604 Main Street, Suite 1
Williamsville, New York 14221
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 29, 2002
The following information is furnished in connection with the Annual Meeting of Stockholders (the "Meeting"), of CVF Technologies Corporation (the "Company"), to be held on August 29, 2002 at 2:00 p.m., New York time, at the Buffalo Marriott Hotel, 1340 Millersport Highway, Amherst, New York (immediately north of Route I-290). A copy of the Company's Annual Report to Stockholders for the fiscal year ended December 31, 2001 is enclosed with this Proxy Statement and Form of Proxy. Additional copies of the Annual Report, Notice, Proxy Statement and Form of Proxy may be obtained from the Company's Secretary, 8604 Main Street, Suite 1, Williamsville, New York 14221. This Proxy Statement and Form of Proxy will be first sent to stockholders on or about August 7, 2002.
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed proxy for the Meeting is being solicited by the directors of the Company. The proxy may be revoked by a stockholder at any time prior to the exercise thereof by filing with the Secretary of the Company a written revocation or duly executed proxy bearing a later date. The proxy may also be revoked by a stockholder attending the Meeting, withdrawing such proxy and voting in person. The cost of soliciting the proxies on the enclosed form will be paid by the Company. In addition to the use of the mails, proxies may be solicited by the directors and Company employees (who will receive no additional compensation therefor) by means of personal interview, telephone or facsimile, and it is anticipated that banks, brokerage houses and other institutions, nominees or fiduciaries will be requested to forward the soliciting material to their principals to obtain authorization for the execution of proxies. The Company may, upon request, reimburse banks, brokerage houses and other institutions, nominees and fiduciaries for their expenses in forwarding proxy material to their principals.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The record date for determining shares of common stock, $0.001 par value per share, of the Company ("Shares"), entitled to vote at the Meeting has been fixed at the close of business on August 2, 2002. On such date there were 10,504,325 Shares outstanding, entitled to one vote each.
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth, as of August 2, 2002, the approximate number of Shares beneficially owned by each person known by the Company to be the beneficial owner of more than 5% of the Shares, and the name and shareholdings of each executive officer and director, and all executive officers and directors as a group. Unless otherwise stated, each person below has an address at 8604 Main Street, Suite 1, Williamsville, New York 14221.
Name and Address of Beneficial Owner | Amount | Percent |
| Jeffrey I. Dreben (1) | 974,970.5 | 8.6 |
| Robert B. Nally (1) 189 Mary Street Waterloo, Ontario N2J 1Sl | 985,970.5 | 8.7 |
| Robert Glazier (2) | 100,000 | * |
| George Khouri (3) | 125,000 | 1.1 |
| Lawrence Casse (4) | 40,000 | * |
| Robert L. Miller (5) | 115,000 | 1.1 |
| Brant Investments Limited c/o Royal Trust Company -- Pension Dept. Royal Trust Tower, 7th Floor 77 King Street West Toronto, Ontario M5W 1P9 | l,235,731 | 11.8 |
| Prudential Insurance Company of America 75 Broad Street Newark, New Jersey 07104 | 647,128 | 6.2 |
| Laurence W. Lytton 28 Sherwood Place Scarsdale, New York 10583 | 577,700 | 5.5 |
| Directors and Officers as a Group (6 persons) | 2,340,941 | 18.8 |
_____________________
* Less than 1%
| (1) | Each of Messrs. Dreben's and Nally's amounts include 460,000 options to acquire Shares and 324,326.50 warrants to acquire Shares. This amount also includes with respect to Mr. Dreben 190,644 Shares owned by Mr. Dreben's wife as to which Mr. Dreben disclaims beneficial ownership and, with respect to Mr. Nally, 205,144 Shares owned by Mr. Nally's wife as to which Mr. Nally disclaims beneficial ownership. | |
| (2) | Consists of 100,000 options to acquire Shares. | |
| (3) | Consists of 125,000 options to acquire Shares. | |
| (4) | Consists of 40,000 options to acquire Shares. | |
| (5) | Consists of 115,000 options to acquire Shares. |
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
The Board of Directors has nominated four candidates for election at the Meeting. If a quorum is present, those nominees receiving a plurality of the votes cast at the Meeting will be elected as directors. A "plurality" means that the nominees who receive the greatest number of votes at the Meeting are elected as directors. Any Shares not voted "FOR" a particular nominee (whether as a result of a direction to withhold authority or a broker non-vote) will not be counted to determine a plurality. Each person so elected shall serve until the next Annual Meeting of Stockholders and until his successor is elected and qualified.
The directors of the Company recommend a vote FOR the nominees listed below. All nominees are currently serving as directors of the Company and were elected directors at the 2001 Annual Meeting of Stockholders.
Unless instructed otherwise, proxies will be voted FOR the nominees listed below. Although the directors do not contemplate that any of the nominees will be unable to serve prior to the Meeting, if such a situation arises, the enclosed proxy will be voted in accordance with the best judgment of the person or persons voting the proxy.
The table below sets forth certain information regarding the nominees for election to the Company's Board of Directors.
Name and Position | Age | Principal Occupation and Business Experience for Past Five Years (1) |
| Jeffrey I. Dreben | 57 | Director, Chairman, President and Chief Executive Officer of the Company since 1995; Director, Vice President and Treasurer of Canadian Venture Founders Management Limited from 1989 to 1995. |
| Robert H. Glazier | 54 | Director of the Company since 1998; President and Chief Executive Officer of Donatech Corporation (computer software consulting company) since 1986. |
| Robert B. Nally | 54 | Director and Consultant to the Company since 1995; Treasurer and Secretary of the Company since 1997; Chief Operating Officer and Chief Technology Officer of the Company since January 1, 1999; Chairman of RDM Corporation (technologies for check processing and electronic commerce solutions) since 1995; Vice President and Secretary of Canadian Venture Founders Management Limited from 1989 to 1995. |
| George A. Khouri | 55 | Director and Consultant to the Company since 1997; Managing Director of Avalon Group Ltd. since 1999; Managing Director - Capital Markets of Nomura Securities International Inc. from 1995 to 1996; Vice President of Trigon Group (an investment banking boutique) from 1992 to 1995. |
| ____________________ |
(1) Unless otherwise stated, each nominee has held the position indicated for at least the past five years.
Other Directorships and Trusteeships
No members of the Board of Directors, except Mr. Nally, serve on the Boards of Directors or the Boards of Trustees of any other publicly-held companies. Mr. Nally serves on the Board of Directors of Virtek Vision International Inc. and RDM Corporation, both of which are publicly-held Canadian corporations.
Committees and Meeting Data
During the year ended December 31, 2001, the full Board of Directors met on four occasions. Each director attended all of the meetings of the Board. The Company has a standing audit committee of the Board of Directors. The Company does not have standing compensation or nominating committees of the Board. The audit committee consists of Messrs. Dreben, Glazier and Khouri and performs the functions described below.
Report of the Audit Committee of the Board of Directors
The majority of the members of the audit committee are "independent" in accordance with the American Stock Exchange listing standards. The Board of Directors has adopted a written charter for the audit committee. A copy of the charter was attached as an appendix to the Company's 2001 proxy statement.
The audit committee met on four occasions during the year ended December 31, 2001. The function of the audit committee is to recommend to the Board of Directors the firm of independent public accountants to audit the Company's financial statements each fiscal year, review with the independent auditor the general scope of this service, review the nature and extent of the nonaudit services to be performed by the independent auditors, and consult with management on the activities of the Company's independent auditors and the Company's system of internal control.
In the performance of its oversight responsibilities, the audit committee reviewed and discussed the Company's audited financial statements for the year ended December 31, 2001 with the Company's management. The Committee also discussed with Ernst & Young LLP ("Ernst & Young"), the Company's independent accountants during 2001, the matters required to be discussed by Statement of Auditing Standards No. 61 (Communication with Audit Committees), which includes, among other items, matters related to the conduct of the accountants' audit of the Company's financial statements.
The audit committee has also received the written disclosures and the letter from Ernst & Young required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), which relates to the accountants' independence from management and the Company, and discussed with Ernst & Young that firm's independence. The Committee has also considered whether Ernst & Young's provision of non-audit services to the Company during 2001 is compatible with maintaining Ernst & Young's independence.
Based on the review and discussion referred to above, the audit committee recommended to the Board of Directors that the Company's audited financial statements for the year ended December 31, 2001 be included in the Company's 2001 Annual Report on Form 10-KSB for filing with the Securities and Exchange Commission.
Jeffrey I. Dreben
Robert H. Glazier
George A. Khouri
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that directors, executive officers and more than 10 percent stockholders of the Company file reports with the Securities and Exchange Commission within the first 10 days of the month following any purchase or sale of Shares. During 2001, none of the executive officers and directors of the Company, to the knowledge of the Company, were late in filing a report under Section 16(a) of the Exchange Act.
Executive Officers
The following is a list of the Company's executive officers:
Name and Position | Age | Principal Occupation and Business Experience for Past Five Years |
| Jeffrey I. Dreben Chairman, President and Chief Executive Officer | 57 | See table under "Nominees." |
| Robert B. Nally Chief Operating Officer, Chief Technology Officer, Treasurer and Secretary | 54 | See table under "Nominees." |
| Robert L. Miller Chief Financial Officer | 51 | Chief Financial Officer since June 1999; Vice President of Finance/Controller of U.S. Appraisal, Inc. from March 1998 to April 1999; Vice President/Controller of Pratt & Lambert United, Inc. from 1985 to 1996. |
| Lawrence M. Casse Vice President | 46 | Vice President of Company since April 1998; Consultant to Company since March 1997; President of Resonance Capital Corporation from 1993 to 1997. |
Executive Compensation
The following table summarizes, for the fiscal years ended December 31, 2001, 2000 and 1999, the amount of the compensation paid by the Company to its Chief Executive Officer and all other executive officers whose cash compensation during the year ended December 31, 2001 exceeded $100,000 (the "Named Officers").
Annual Compensation | ||||
Name and position | Year | Salary | Bonus | Other Compensation |
| Jeffrey I. Dreben Chairman, President and Chief Executive Officer | 2001 2000 1999 | $200,000 200,000 200,000 | $30,000(1) 0 25,000 | $0 0 0 |
| Robert B. Nally Chief Operating Officer, Chief Technology Officer, Treasurer and Secretary | 2001 2000 1999 | 129,220(2)(4) 134,740(3)(4) 134,762(4)(5) | 30,000(1) 0 25,000(5) | 0 0 0 |
| J. Murray Kierans(6) Vice President Corporate Development | 2001 2000 1999 | 120,000 120,000 120,000 | 10,000 0 4,000 | 0 0 0 |
(1) This bonus was paid in recognition of progress made during the year 2000.
(2) Paid in Canadian currency but translated in the table to U.S. currency. Based on the average exchange rate for 2001 of CND $1.00 = U.S. $0.6461.
(3) Paid in Canadian currency but translated in the table to U.S. currency. Based on the average exchange rate for 2000 of CND $1.00 = U.S. $0.6737.
(4) Paid under Mr. Nally's consulting arrangement with the Company which is discussed under "Certain Transactions and Relationships."
(5) Paid in Canadian currency but translated in the table to U.S. currency. Based on the average exchange rate for 1999 of CND $1.00 = U.S. $0.6738.
(6) Mr. Kierans served as an executive officer until December 2001.
Option Grants and Exercises. The following table sets forth grants of stock options to acquire Shares with respect to the Named Officers during the year ended December 31, 2001.
Individual Grants | ||||
Name | Number of Securities Underlying Options/SARs Granted (#) | Percent of Total Options Granted to Employees in Fiscal Year | Exercise Price ($/Sh) | Expiration Date |
| Jeffrey I. Dreben | 160,000 | 32.7% | $0.55 | May 29, 2006 |
| Robert B. Nally | 160,000 | 32.7% | $0.55 | May 29, 2006 |
Option Exercises and Year End Values. The following table shows the options which were outstanding for the Named Officers during the year ended December 31, 2001. No options were exercised by the Named Officers during the year ended December 31, 2001.
Aggregated Options/SAR Exercise and Fiscal Year End Option/SAR Value Table
Name | Shares Acquired on Exercise | Value Realized | Number of Securities Underlying Unexercised Options at | Value of Unexercised In-the-Money Options/SARs at Dec. 31, 2001 Exercisable/ |
| Jeffrey I. Dreben | NIL | NIL | 460,000/NIL | $NIL/NIL |
| Robert B. Nally | NIL | NIL | 460,000/NIL | $NIL/NIL |
Directors' Fees. The Company does not currently pay any additional fees to the directors who are also officers of or consultants to the Company. Mr. Khouri became a consultant to the Company in June 1997 and is paid $2,500 per month in consulting fees. See "Certain Transactions and Relationships." Robert Glazier, appointed a director in January 1998, is entitled to receive $750 per Board of Directors meeting attended in person and $375 per telephonic Board of Directors meeting in which he participates.
Certain Transactions and Relationships
Service Agreement with D and N Consulting Corporation. The Company entered into a Service Agreement dated February 10, 1997, which was amended in March 2000, with D and N Consulting Corporation ("D and N"), pursuant to which D and N was to provide a variety of administrative, managerial and clerical services to the Company. On May 1, 2002, the Company entered into a new Service Agreement with D and N which replaced the prior agreement. Under the new Service Agreement, D and N is responsible for all administrative requirements of the Company, including, but not limited to, maintaining the books of the Company, preparing periodic reports to the Board of Directors of the Company and providing office facilities and travel expenses. In return for the above services, D and N is to be paid a service fee based on an average of the costs and expenses incurred by the Company for the services to be rendered by D and N in the three prior fiscal years, or as otherwise approved by the Board of Directors of the Company. The term of the Service Agreement is to March 27, 2005 with automatic one-year renewal periods thereafter (subject to 12 months' notice of non-renewal). In the event of a "change of control" of the Company at any time during the term of the Service Agreement, the term automatically extends for an additional period of five years. Change of control is defined as the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) of all or substantially all of the assets of the Company to any person which transaction is not approved by the directors of the Company in office on the date of this Service Agreement or directors nominated by such directors (all such directors being collectively "Continuing Directors") or by directors nominated by Continuing Directors, (ii) the consummation of any transaction the result of which is that any person becomes the beneficial owner, directly or indirectly, or more than 20% of the voting stock of the Company (measured by voting power rather than number of shares) or (iii) the first day in which a majority of the directors of the Company are not Continuing Directors or by directors nominated by Continuing Directors. Messrs. Dreben and Nally are each officers and 50% stockholders of D and N. D and N and the Company have mutually agreed to defer operation of the Service Agreement. Instead, the services continue to be provided by the officers, employees and consultants of the Company, and the Company has neither paid nor accrued service fees under the Service Agreement.
Consulting Arrangement with Mr. Khouri. Effective December 1, 1999, the Company entered into an agreement with Mr. Khouri pursuant to which Mr. Khouri provides the Company with consulting services and reports directly to the President of the Company, in exchange for which Mr. Khouri received $5,802 per month and received no other compensation other than options to acquire Shares as a director. In November 2000, the monthly fee payable to Mr. Khouri under this consulting agreement was reduced to $2,500. The current agreement is for a one-year term and is renewable, if mutually agreed to by the parties. Upon termination of the current agreement, Mr. Khouri is to resign as a director. The President of the Company is to periodically review Mr. Khouri's performance and determine whether to continue Mr. Khouri's consulting arrangement with the Company.
Consulting Arrangement with Mr. Nally. The Company has an oral understanding with Mr. Nally, a director and an officer of the Company, pursuant to which Mr. Nally provides the Company with certain consulting services, particularly with respect to technology management, in exchange for which Mr. Nally receives compensation as determined by the Board of Directors. In 1999, 2000 and 2001, Mr. Nally received $159,762, $134,740 and $159,220, respectively, for his services as a consultant to the Company.
Transactions with RDM Corporation. The Company is a shareholder of RDM Corporation. As of December 31, 2001, the total number of shares owned by the Company in RDM was 971,472 shares (approximately 5% of RDM's outstanding shares). Mr. Nally has been Chairman of RDM since 1995 and as of December 31, 2001 beneficially owned 1,929,383 common shares (approximately 10.4% of the outstanding shares) of RDM.
Services Agreement with Michael Dreben. The Company entered into a Services Agreement dated October 2, 2001 with Michael Dreben, the son of Jeffrey I. Dreben, the Company's President, Chairman and Chief Executive Officer. Pursuant to the Services Agreement, Michael Dreben will identify and assist in closing funding and merger and acquisition opportunities for the Company and its investee companies. In return for these services, Michael Dreben received warrants to purchase 180,000 Shares at $0.16 per Share. These warrants vest on the basis of 15,000 per month over the term of the agreement. The Services Agreement also entitles Michael Dreben to receive a cash fee upon the closing of such funding and merger and acquisition opportunities. The Services Agreement terminates upon 30 days' prior written notice by either party.
PROPOSAL NO. 2
OTHER MATTERS
So far as management of the Company is aware, no matters other than those outlined in this Proxy Statement will be presented at the Meeting for action on the part of the stockholders. If any other matters are properly brought before the Meeting, it is the intention of the persons named in the accompanying proxy to vote thereon the Shares to which the proxy relates in accordance with their best judgment.
INDEPENDENT ACCOUNTANTS
Ernst & Young LLP has audited the financial statements of the Company since 1997. A representative of Ernst & Young is expected to be present at the Meeting and will have an opportunity to make a statement, if he or she so desires, and will be available to respond to appropriate questions.
Audit Fees. With respect to the year ended December 31, 2001, the aggregate fees billed the Company by Ernst & Young for professional services rendered for auditing annual financial statements and reviewing interim financial statements were $164,544.
Financial Information Systems Design and Implementation Fees. During the year ended December 31, 2001, Ernst & Young did not render any financial information systems design and implementation services to the Company.
All Other Fees. With respect to the year ended December 31, 2001, the aggregate fees billed the Company by Ernst & Young for professional services rendered for tax planning and tax return preparation was $58,215.
STOCKHOLDER PROPOSALS
A stockholder desiring to submit a proposal for inclusion in the Company's Proxy Statement for the 2003 Annual Meeting must deliver a proposal so it is received at the Company's offices no later than the close of business on April 5, 2003 in order to be considered for inclusion in the Company's proxy materials for the 2003 Annual Meeting of Stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
Robert B. Nally
Secretary
Williamsville, New York
August 5, 2002
PROXY
CVF TECHNOLOGIES CORPORATION
8604 Main Street, Suite 1
Williamsville, New York 14221
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeffrey I. Dreben and Robert B. Nally, and each or either of them, proxies for the undersigned, with full power of substitution, to vote all shares of common stock, $0.001 par value per share ("Shares") of CVF Technologies Corporation (the "Company") which the undersigned would be entitled to vote at the ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY (THE "MEETING") TO BE HELD AT THE BUFFALO MARRIOTT HOTEL, 1340 MILLERSPORT HIGHWAY, AMHERST, NEW YORK (IMMEDIATELY NORTH OF ROUTE I-290) ON AUGUST 29, 2002, AT 2:00 P.M., NEW YORK TIME, and directs that the Shares represented by this Proxy shall be voted as indicated below:
1. ELECTION OF DIRECTORS
| [ ] FOR ALL NOMINEES LISTED BELOW (except as marked to the contrary below) | [ ] WITHHOLD AUTHORITY to vote for all nominees listed below |
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through his name in the list below:
Jeffrey I. Dreben; Robert H. Glazier; George A. Khouri and Robert B. Nally.
2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. THE BOARD OF DIRECTORS FAVORS A VOTE FOR PROPOSAL. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSAL 1 ABOVE AND WILL BE VOTED IN THE DISCRETION OF THE PROXIES NAMED HEREIN WITH RESPECT TO ANY MATTER REFERRED TO IN 2 ABOVE. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
Dated:______________, 2002
PLEASE SIGN EXACTLY AS NAME(S) APPEAR ON STOCK CERTIFICATE(S). A
corporation is requested to sign its name by its President or other authorized officer, with the office held so designated. A partnership should sign in the partnership name by an authorized person. Executors, administrators, trustees, guardians and corporate officers are requested to indicate the capacity in which they are signing. JOINT TENANTS SHOULD BOTH SIGN.
________________________________________________________________________
________________________________________________________________________
(Signature of Stockholder(s))
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
