SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
| |
Check the appropriate box: | |
|
|
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to Rule 14a-12 |
ELECTRIC AQUAGENICS UNLIMITED, 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):
x | No fee required. | |
|
|
|
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
|
|
|
| 1. | Title of each class of securities to which transaction applies: |
|
|
|
|
| |
|
|
|
| 2. | Aggregate number of securities to which transaction applies: |
|
|
|
|
| |
|
|
|
| 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
|
|
|
|
| |
|
|
|
| 4. | Proposed maximum aggregate value of transaction: |
|
|
|
|
|
| 5. | Total fee paid: |
|
|
|
|
| |
|
|
|
o | Fee paid previously with preliminary materials. | |
|
|
|
o | 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: |
|
|
|
|
|
ELECTRIC AQUAGENICS UNLIMITED, INC.:
BY ORDER OF THE BOARD OF DIRECTORS | |
Lindon, Utah | GAYLORD M. KARREN |
August 19, 2005 | Chief Executive Officer and Chairman of the Board |
Proxies
Annual Compensation | Long Term Compensation | ||||||||
Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Restricted Stock Awards (Shares) | Securities Underlying Options | ||||
Gaylord Karren President, chief executive officer, chief financial officer, chief accounting officer and chairman of the board | 2004 2003 2002 | 107,874 107,874 78,405 | --- --- --- | 150,160 (2) --- --- | --- --- --- |
(1) | All payments to Mr. Karren were booked as consulting fees. |
(2) | On April 6, 2004, a total of 450,482 shares of the Company’s restricted stock were granted to EOWORP, LLC, a Utah limited liability company of which Mr. Karren is a member and one-third owner. John Hopkins and James Stone, Vice Presidents of the Company and members of the Company’s board of directors, are the other members of EOWORP, each owning one-third. The shares were issued in recognition of otherwise uncompensated efforts of Messrs. Karren, Hopkins and Stone during the previous three years. |
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class |
Kirby D. Cochran (1) 692 E. 1780 N. Orem, UT 84097 | 407,467 | 5.08% |
Gaylord M. Karren (2) 1464 W. 40 South Lindon, Utah 84042 | 540,000 | 6.73% |
John M. Hopkins (3) 1464 W. 40 South Lindon, Utah 84042 | 540,000 | 6.73% |
James K. Stone (4) 1464 W. 40 South Lindon, Utah | 540,000 | 6.73% |
(1) | Mr. Cochran is a former member of our board of directors. |
(2) | The record owner of these shares is EOWORP, LLC, a Nevada limited liability company of which Gaylord M. Karren, John M. Hopkins and James K. Stone are equal owners. |
(3) | The record owner of these shares is EOWORP, LLC, a Nevada limited liability company of which Gaylord M. Karren, John M. Hopkins and James K. Stone are equal owners. |
(4) | The record owner of these shares is EOWORP, LLC, a Nevada limited liability company of which Gaylord M. Karren, John M. Hopkins and James K. Stone are equal owners. |
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Class |
Gaylord M. Karren (1) 1464 W. 40 South Lindon, Utah 84042 | 540,000 | 6.73% |
John M. Hopkins (2) 1464 W. 40 South Lindon, Utah 84042 | 540,000 | 6.73% |
James K. Stone (3) 1464 W. 40 South Lindon, Utah | 540,000 | 6.73% |
William J. Warwick 9224 North Horizon Trail Fountain Hills, Arizona 85268 | 130,000 | 1.62% |
Peter Whitfield (4) 500 7th Street Manhattan Beach, California 90266 | 100,000 | 1.25% |
Gail V. Anderson, Jr. (5) 501 6th Place Manhattan Beach, California 90266 | 50,000 | 0.62% |
Jay Potter (6) 10509 Vista Sorrento Parkway Suite 300 San Diego, California 92121 | 212,579 | 2.65% |
All current directors and executive officers as a group (excluding Jay Potter who is not yet a director) (6 persons) | 1,900,000 | 23.67% |
(1) | The record owner of these shares is EOWORP, LLC, a Nevada limited liability company of which Gaylord M. Karren, John M. Hopkins and James K. Stone are equal owners. |
(2) | The record owner of these shares is EOWORP, LLC, a Nevada limited liability company of which Gaylord M. Karren, John M. Hopkins and James K. Stone are equal owners. |
(3) | The record owner of these shares is EOWORP, LLC, a Nevada limited liability company of which Gaylord M. Karren, John M. Hopkins and James K. Stone are equal owners. Mr. Stone is a Vice President of the Company and a member of its board of directors. He is not standing for re-election to the board. |
(4) | Mr. Whitfield is presently a member of the board of directors of the Company, but is not standing for re-election to the board. |
(5) | Mr. Anderson is presently a member of the board of directors of the Company, but is not standing for re-election to the board. |
(6) | Mr. Potter is not presently a member of the board of directors, but he has been nominated for election to the board. Mr. Potter’s beneficial ownership consists of 61,489 shares plus warrants to purchase 151,090 shares. |