UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE PREM 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[x] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box: [X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only
(as Permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
LASER CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing: (Check the appropriate box)
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and O-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 of other underlying value of transaction computed
persuant to Exchange Act Rule O-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:____________
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-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:___________________
LASER CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 2001
To the Shareholders:
The 2001 Annual Meeting of Shareholders of Laser Corporation (the
"Company") will be held at the Company's headquarters, 2417 South 3850 West,
Salt Lake City, Utah 84120 on Tuesday, May 17, 2001 at 9:00 a.m. MDT, for the
following purposes:
1. To elect four directors, each to serve until the next annual meeting
of the Shareholders and until each of their successors is elected and shall
qualify;
2. To approve an amendment to the Company's Articles of Incorporation
to increase the authorized number of shares of the Company's Common Stock to
40,000,000 shares;
3. To approve an amendment to the Company's Articles of Incorporation
to authorize up to 10,000,000 shares of Preferred Stock of the Company
issuable in one or more series;
4. To approve the selection of Tanner + Co. as the independent auditors
of the Company; and
5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Information regarding the matters to be acted upon at the meeting is
contained in the Proxy Statement attached to this Notice. Only Shareholders
of record at the close of business on April 6, 2001 will be entitled to notice
of and to vote at the meeting or any adjournment thereof.
Your vote is important. Please sign and date the enclosed Proxy and
return it promptly in the enclosed return envelope whether or not you expect
to attend the meeting. You may revoke your Proxy and vote in person should
you decide to attend the meeting.
By Order of the Board of Directors
Rod O. Julander, Secretary
Salt Lake City, Utah
April 16, 2001
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF
LASER CORPORATION
-----------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Laser Corporation (the "Company") for the
2001 Annual Meeting of Shareholders of the Company to be held on May 17, 2001,
at 9:00 a.m. MDT, at the Company's headquarters, 2417 South 3850 West, Salt Lake
City, Utah. Shareholders will consider and vote upon the proposals described
herein and referred to in the Notice of Annual Meeting accompanying this Proxy
Statement.
The close of business on April 6, 2001, has been fixed as the record date
for the determination of the Shareholders entitled to notice of, and to vote at,
the Annual Meeting. On such date there were outstanding and entitled to vote
1,630,107 shares of common stock. Each share of common stock is entitled to one
vote on each matter to be considered at the meeting. For a description of the
principal holders of such stock, see "Security Ownership of Certain Beneficial
Owners and Management" below.
Shares represented by Proxies will be voted in accordance with the
specifications made thereon by the Shareholders. Any Proxy not specifying the
contrary will be voted in favor of Management's nominees for Directors of the
Company, for approval on an amendment to the Company's Articles of Incorporation
to increase the number of authorized shares of common stock and to authorize the
issuance of Preferred Stock, and for ratification of appointment of the
certified public accountants.
The Proxies being solicited by the Board of Directors may be revoked by any
Shareholder giving the Proxy at any time prior to the Annual Meeting by giving
notice of such revocation to the Company, in writing, at the address of the
Company provided below. The Proxy may also be revoked by any Shareholder giving
such Proxy who appears in person at the Annual Meeting and advises the Chairman
of the Meeting of his intent to revoke the Proxy.
The principal executive offices of the Company are located at 2417 South
3850 West, Salt Lake City, Utah 84120. This Proxy Statement and the enclosed
Proxy are being furnished to Shareholders on or about April 16, 2001.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
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The following table sets forth information as of March 15, 2001, as to each
person who owns of record, or is known by the Company to own beneficially, more
than five percent (5%) of any class of voting securities of the Company.
Amount and
Nature of Percent
Title Name & Address Beneficial of
of Class of Beneficial Owner Ownership(1) Class(2)
- -------- ------------------- ------------- ---------
Common Reinhardt Thyzel(3) 584,863 34.3
Rehweidstrasse 15
8738 Uetliburg, Switzerland
Common Estate of Wm. H. McMahan(4) 151,819 9.0
3959 West 1820 South
Salt Lake City, UT 84104
Common Paula F. Julander(5) 109,305 6.4
1467 Penrose Drive
Salt Lake City, UT 84103
(1) Except as otherwise indicated, all shares are directly owned with voting
and investment power held by the person named.
(2) Unless otherwise noted, based upon 1,705,691 shares (including shares
subject to options that are exercisable within sixty days) outstanding
as of March 15, 2001.
(3) Based upon information included in a Schedule 13D filed with the
Securities and Exchange Commission ("SEC") on October 30, 1998, and
subsequent Form 5 filed with SEC. Also includes 50,000 shares owned by
Mrs. Gisela Thyzel, his wife, as to which Mr. Thyzel disclaims
beneficial ownership and 4,000 shares which Mr. Thyzel has the right to
acquire through the exercise of stock options.
(4) Based upon documents provided by the executor of the Estate of William
H. McMahan. Includes 10,579 shares held by Linda R. McMahan, who is the
executor of the Estate.
(5) Based upon information provided by Mrs. Julander on a SEC Form 144 dated
June 15, 2000. Also includes 13,555 shares held by Dr. Rod O. Julander,
her husband and 22,000 shares which Dr. Julander has the right to
acquire through the exercise of stock options. Mrs. Julander disclaims
beneficial ownership of stock held by her husband.
-2-
Security Ownership of Management
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The following table sets forth certain information as of March 15, 2001,
regarding the ownership of each class of equity securities of the Company by
each Director or nominee for Director of the Company and by all executive
officers and directors as a group.
Amount and
Nature of Percent
Title Name of Beneficial of
of Class Beneficial Owner Ownership(1) Class
- -------- ----------------- ------------ -------
Common B. Joyce Wickham 26,500(2) 1.6
Common Rod O. Julander 109,305(3) 6.4
Common Mark L. Ballard 22,024(4) 1.3
Common Reinhardt Thyzel 584,863(5) 34.3
Common All Executive Officers 742,692 43.5
and Directors as a
Group (4 persons)
(1) Except as otherwise indicated, all shares listed include shares subject
to options that officers and directors have the right to exercise within
sixty days and are directly owned with voting and investment power held
by the person named.
(2) Includes 16,000 shares which Ms. Wickham has the right to acquire through
the exercise of stock options.
(3) Includes 73,750 shares owned by Paula F. Julander, his wife, as to which
Dr. Julander disclaims beneficial ownership and 22,000 shares which Dr.
Julander has the right to acquire through the exercise of stock options.
(4) Includes 16,000 shares which Mr. Ballard has the right to acquire through
the exercise of stock options.
(5) Includes 50,000 shares owned by Gisela Thyzel, his wife, as to which Mr.
Thyzel disclaims beneficial ownership and 4,000 shares which Mr. Thyzel
has the right to acquire through the exercise of stock options.
Ms. Wickham and Messrs. Julander, Ballard and Thyzel are required to
annually report the acquisition of options granted pursuant to stock option
plans of the Company on a Form 5. These reports were filed for 2000 and evidence
the grant of options to the individuals named.
-3-
On October 9, 1998, Mr. Reinhardt Thyzel acquired 521,739 shares of the
Company's common stock for a purchase price of $600,000. Mr. Thyzel used his
personal funds to acquire the shares. Mr. Thyzel has acquired additional shares
through the exercise of stock options and shares issued in lieu of Directors
fees. Because Mr. Thyzel owns 32.6% of the issued and outstanding shares of
common stock of the Company, he could be deemed to control the Company.
Changes in Control
- ------------------
The Company is unaware of any arrangement which may at a subsequent date
result in any change of control of the Company.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of Directors
shall be elected each year at the annual meeting of the Shareholders of the
Company. At the 2001 Annual Meeting, the Board of Directors will nominate B.
Joyce Wickham, Rod O. Julander, Mark L. Ballard and Reinhardt Thyzel for
election as directors of the Company. Upon election, the directors will serve
until the next Annual Meeting of the Shareholders or until their successors have
been elected and qualified. The Board of Directors believes that all of the
nominees will be available and able to serve as directors.
In the absence of instructions to the contrary, the persons named in the
Proxy will vote the Proxies "FOR" the election of the nominees listed below,
unless otherwise specified in the Proxy. The Board of Directors has no reason to
believe that any nominee will be unable to serve, but if any nominee should
become unable to serve, the Proxies will be voted for such other person as the
Board of Directors shall recommend.
Certain information concerning the nominees to the Board of Directors is
set forth below:
Has Served
Name of Company as Director
Nominee Age Position Held Since
- ------- --- ------------- ------------
B. Joyce 49 Director, Chairman, 1989
Wickham President, Chief
Executive Officer
and Treasurer
Rod O. 67 Director and Secretary 1989
Julander
Mark L. 53 Director, Vice President 1994*
Ballard and Assistant Secretary
Reinhardt 52 Director 1998
Thyzel
* Mr. Ballard served as a Director of the Company from June 1983 to October
1987.
-4-
Board and Committee Meetings
- ----------------------------
There were seven meetings of the Board of Directors during the last fiscal
year. Each of the directors attended at least seventy-five (75%) of the meetings
held. For a description of directors' fees, see "Executive Compensation -
Compensation of Directors." The Board of Directors has designated Audit, Stock
Option, and Executive and Compensation Committees. At the present time, Rod O.
Julander and Reinhardt Thyzel are the members of the Audit and Executive and
Compensation Committees. Rod O. Julander and Reinhardt Thyzel are members of the
Stock Option Committee, employee plan. B. Joyce Wickham and Mark L. Ballard are
members of the Stock Option Committee, director plan.
The functions performed by the Audit Committee include (i) meeting with the
Company's independent auditors to discuss the scope of the auditors' annual
audit of the Company's financial statements, procedures recommended by the
auditors, and the results of the auditors' annual audit, and (ii) reporting and
making recommendations to the Board of Directors. The Audit Committee held one
meeting in 2000.
The functions performed by the Executive and Compensation Committee are to
periodically review the compensation paid to officers of the Company and to make
recommendations to the Board of Directors concerning such compensation. The
Executive and Compensation Committee held one meeting in 2000.
The functions performed by the Stock Option Committee, employee plan,
include (i) administering the Company's employee stock option plans, and (ii)
determining eligible officers and employees to whom any stock options should be
granted pursuant to the stock option plans, the number thereof, and the terms of
any such grants. This Stock Option Committee held two meetings in 2000.
The functions performed by the Stock Option Committee, director plan,
include (i) administering the Company's director stock option plans, and (ii)
determining eligible directors to whom any stock options should be granted
pursuant to the stock option plans, the number thereof, and the terms of any
such grants. This Stock Option Committee held two meetings in 2000.
-5-
Executive Officers and Directors
- --------------------------------
The executive officers, directors, and significant employees of the Company
are listed on the following table:
Name Position Age
----- ---------- ----
B. Joyce Wickham Chairman, Director, 49
President, Chief
Executive Officer
and Treasurer
Mark L. Ballard Director, Vice President 53
and Assistant Secretary
Rod O. Julander Director and Secretary 67
Reinhardt Thyzel Director 52
The term of each executive officer is one year. Officers are elected each
year at the Annual Meeting of the Board of Directors.
Certain information regarding the business experience of these executive
officers, directors and significant employees is set forth below:
B. Joyce Wickham. Ms. Wickham was elected Chairman of the Board, President
and Chief Executive Officer, and Treasurer of the Company in 1989. She has
served in those capacities since that time, except for the period from June 1989
until December 1990 when she served solely as Chairman of the Board and
Treasurer. Ms. Wickham has been employed by the Company and its subsidiaries or
associated companies since 1981, with the exception of one year during 1988-1989
at which time she was employed with McMahan Enterprises in General Management.
Ms. Wickham has held various executive positions for the Company including
Manager of American Laser GmbH, Munich, Germany, Manager of the Company's
Taipei, Taiwan material procurement operations, Manager of Optical Computer,
Inc. and President of Southfork Electronics, Inc. Ms. Wickham holds a Bachelor
of Science Degree in Psychology from Brigham Young University.
Mark L. Ballard. Mr. Ballard was elected to the Board of Directors in 1994
and is currently employed by the Company as Vice President of Laser Corporation
and President of American Laser and A.R.C. Laser Corporations. He was elected to
these positions in May 1991, June 1994, and June 1996 respectively. Prior to May
1991, Mr. Ballard held various executive, officer and director positions for the
Company and its subsidiaries. He has been employed by the Company since 1975,
with the exception of one year during 1983-1984 at which time he was President
and a director of HGM. Mr. Ballard holds a Bachelor of Arts degree in Accounting
from Utah State University.
Rod O. Julander. Dr. Julander was elected to the Board of Directors and as
Secretary of the Company in 1989. Dr. Julander has been a Professor of Public
Administration at Weber State University, Ogden, Utah,
-6-
since 1960 and is Chairman of the Political Science Department. In 1984 he
was a consultant for University of Utah Center for Public Administration, and a
lobbyist for the Utah Chapter of the National Association of Social Workers and
the Utah Society of Radiologic Technologists. In 1967 he was Personnel
Consultant at Hill Air Force Base, Utah and from 1965 to 1966 was Executive
Director of the Utah Committee on Children and Youth. Dr. Julander received his
Bachelor of Science and Master of Science in Philosophy and his Ph.D. in
Political Science from the University of Utah.
Reinhardt Thyzel. Mr. Thyzel was elected to the Board of Directors October
16, 1998. Mr. Thyzel is currently President and founder of A.R.C. AG,
Switzerland, a company engaged since 1997, in the development of medical lasers.
In 1996 Mr. Thyzel founded A.R.C. GmbH in Germany for the development and sales
of dermatological and dental lasers. From 1989 through 1996 Mr. Thyzel was a
consultant for Spectron Laser Systems, England. Mr. Thyzel provided the key
experience and management to expand Spectron's scientific product line to a
successful industrial laser line. During 1977 Mr. Thyzel founded Meditec, GmbH
in which he was the owner and President. This company developed, manufactured
and sold medical lasers primarily in the field of ophthalmology until 1989 when
it was sold. Mr. Thyzel received his degree in engineering in 1972 and is a
resident of Switzerland.
Dr. Julander and Mr. Thyzel are employed full time in activities which do
not involve the Company. Ms. Wickham is employed full time by the Company as its
President, Chief Executive Officer and Treasurer. Mr. Ballard is employed full
time by the Company as its Vice President and Assistant Secretary. If any
outside director is requested to perform services for the Company beyond normal
service as a director, such director will be compensated for the performance of
such services at rates to be agreed upon by such director and the Company.
There are no family relationships between any directors or executive
officers of the Company.
-7-
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash remuneration paid by the
Company for services rendered in all capacities during the last fiscal year by
its Chief Executive Officer and by its most highly compensated executive
officers whose cash remuneration from the Company and its subsidiaries exceeded
$100,000. No executive officer received cash remuneration in excess of $100,000
in 2000.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
----------------------- ------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Re- Securities
Annual stricted Underlying LTIP All Other
Name and Year Compen- Stock Options/ Pay- Compen-
Principal Ended Salary Bonus sation(1) Award(s) SARs outs sation(2)
Position Dec. 31 ($) ($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------
B. Joyce Wickham 2000 $72,100 $ 8,208(3) $717 - -0- - $7,765
President, Chief 1999 $72,100 $ 7,971 $456 - 4,000 - $4,160
Executive Officer, 1998 $72,100 $20,505 $609 - 2,000 - $4,715
and Director
(1) Amounts include Company payments for additional health insurance coverage.
(2) Payments in lieu of vacation and sick time earned.
(3) Paid for bonus earned during fiscal 1999.
Other Compensation
- ------------------
Ms. Wickham's Employment Agreement provides to Ms. Wickham, as additional
compensation, a payment equal to fifty percent (50%) of the price actually paid
by her to purchase stock of the Company during any calendar year of her
employment, up to a maximum of ten percent (10%) of her annual compensation for
such year. Ms. Wickham has not purchased any shares pursuant to this provision.
The Company does not have a key-man life insurance policy on the life of
any executive officer or director. The Company provides health and life
insurance to its employees. The Company had no other retirement, pension or
similar programs in 2000. In 1990, the Company established a 401(k) retirement
program for employees. The Company did not make a contribution to the Plan in
2000.
-8-
Stock Option Plans
- -------------------
Until their expiration on June 30, 1998, the Company had two shareholder
approved stock option plans for key employees: an incentive stock option plan
pursuant to which incentive stock options to purchase a maximum of 62,500 shares
of common stock could be issued and a non-statutory stock option plan pursuant
to which non-qualified stock options to purchase 62,500 shares could be issued.
There are 15,000 shares that remain exercisable under the incentive stock plan
and 12,500 shares that remain exercisable under the non- statutory stock option
plan. The maximum term of options granted under either plan is five years. Each
of the plans provides that if the optionee's employment by the Company is
terminated for any reason the option shall thereupon expire and any and all
right to purchase shares pursuant thereto shall terminate ninety days after the
optionee's employment terminates. On May 25, 1999, the Shareholders ratified and
approved the Laser Corporation 1999 Stock Incentive Plan. The Stock Option
Committee of the Board of Directors approved the new stock incentive plan. The
plan provides for the issuance of stock options, performance stock units and
restricted stock units. The maximum number shares of the Company's common stock
reserved and available for issuance under the plan is 150,000 shares. The Stock
Option Committee of the Board of Directors administers the plan and has
discretion to determine the terms of options granted under each plan. Such terms
include the exercise price of each option, the number of shares subject to each
option, and the exercisability of such options. Options issued under the plan
must be granted at the fair market value on the date of grant. A stock option
granted under the plan will become exercisable in two increments. The first
third is immediately exercisable and the remaining two-thirds is exercisable
upon the first anniversary date of the grant. The maximum term of options
granted under the plan is ten years. The plan provides that if the optionee's
employment by the Company is terminated for any reason the unvested portion of
any restricted stock unit awards or performance stock unit awards will be
canceled. Stock options held by an employee who is terminated for any reason
other than death, disability, without cause or constructive termination, may be
exercised within 90 days following such termination, to the extent the option
was exercisable. Under the new plan in 1998, options to purchase an aggregate of
4,000 shares of common stock at an exercise price of $1.125 per share were
granted to two officers, with such grant subject to approval of the 1999 Stock
Incentive Plan by the Shareholders. During 1999, options to purchase an
aggregate of 4,000 shares of common stock were granted to two officers at an
exercise price of $1.6875 and an aggregate of 4,000 shares of common stock were
granted to four non-officer employees at an exercise price of $1.6875 per share.
In addition during 1999, stock options to purchase an aggregate of 4,000 shares
of common stock were granted to two officers at an exercise price of $4.59 and
an aggregate of 10,000 shares of common stock were granted to ten non-officer
employees at an exercise price of $4.59. No stock options were issued during
2000. The stock incentive plan, as approved, expires on January 1, 2009.
The following table sets forth information respecting all individual grants
of options and stock appreciation rights ("SARs") made during the last completed
fiscal year to any of the executives named in the Summary Compensation Table
above.
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Option/SAR Grants in Last Fiscal Year
Individual Grants
- -------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted Exercise or Ex-
Options/SARs During Base Price piration
Name Granted (#) Fiscal Year(1) ($/share) Date
- -------------------------------------------------------------------------
B. Joyce Wickham none
Director Options
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On October 16, 1987, the Board of Directors adopted a resolution, ratified
by the Shareholders of the Company, granting all non-employee directors
five-year options to purchase 10,000 shares of common stock, at the end of each
six months of service as a director, at the last reported sale price on the date
of grant. Such options will not be granted under the incentive or non-statutory
stock option plans. On March 22, 1990, the Board of Directors adopted a
resolution terminating the director option program. On May 29, 1992 the Board of
Directors reinstated this option plan whereby each outside director would be
granted a five-year option to purchase 2,000 shares of common stock at the end
of each six months of service as a director beginning on June 1, 1992. The plan
provides that if a director shall cease to be a director of the Corporation for
any reason the option may be exercised by the former director at any time within
one year after such cessation. A formalized Stock Option Plan and Stock Option
Agreement was adopted on September 10, 1992, effective May 29, 1992. On June 1,
1993 the plan was amended to change the method of calculating the exercise price
to that of the employee's Incentive Stock Option Plan. All amounts shown have
been adjusted to take into account the five for four stock dividend. During
1998, options to purchase an aggregate 2,000 shares of common stock at an
exercise price of $2.0155 and an aggregate of 4,000 shares of common stock at an
exercise price of $1.125 per share were granted. In 1999, options to purchase an
aggregate of 4,000 shares of common stock at an exercise price of $1.6875 per
share and an aggregate of 4,000 shares of common stock at an exercise price of
$4.59 per share were granted. During 2000, options to purchase an aggregate
4,000 shares of common stock at an exercise price of $6.0625 per share were
granted and an aggregate of 4,000 shares of common stock at an exercise price of
$6.00 per share were granted.
-10-
Termination of Employment Arrangement
- --------------------------------------
Employment Agreements between B. Joyce Wickham and the Company and Mark L.
Ballard and the Company, provided that in the event of termination by the
Company of their employment, Ms. Wickham shall be entitled to twelve months of
severance benefits at the time of termination and Mr. Ballard shall be entitled
to eleven months of severance benefits at the time of termination, unless such
termination shall be for cause, lack of performance, resignation or by reason of
death.
Compensation of Directors
- -------------------------
Board members who are also employees of the Company do not receive any
directors' fees. Non-employee Board members receive $10,000 per year in
directors' fees, however, during 2000 the Directors received the Company's
common stock in lieu of cash fees. Directors are reimbursed for their expenses
of attending meetings outside the area in which they live.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reinhardt Thyzel, a director and significant stockholder of the Company, is
an owner and officer of A.R.C. GmbH, Germany and A.R.C. AG, Switzerland
(collectively "A.R.C."). The Company is currently selling laser products to and
purchasing laser products and systems from these entities. During 2000 sales to
A.R.C. totaled $678,245. Purchases by the Company from A.R.C. in 2000 totalled
$496,435. In addition, the Company and A.R.C. have formed a strategic
partnership for the development, marketing and sales of medical products. The
Company has a distribution agreement with A.R.C. AG for rights to sell and
manufacture the complete Dodick Photolysis medical system. This agreement
includes a royalty fee to be paid to A.R.C. and exclusive rights to sell in the
U.S.A., Canada, Mexico and Brazil.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our officers and directors and
persons who own more than 10% of a registered class of our equity securities to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the Nasdaq Stock Market and to furnish us with copies of
those reports.
Based solely on a review of the copies of reports furnished to us, or
written representations that no reports were required, we believe that, during
2000, all Section 16(a) filing requirements applicable to our officers,
directors and greater than 10% stockholders were satisfied.
-11-
PROPOSED AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved two (2) amendments to the
Company's Articles of Incorporation as follows:
(1) the amendment of Article IV to increase to 40,000,000 from 10,000,000
the number of shares of Common Stock, par value $.05 per share (the
"Common Stock"), which the Company is authorized to issue without
further approval of the shareholders of the Company; and
(2) an additional amendment of Article IV to authorize the issuance by the
Company of up to 10,000,000 shares of Preferred Stock, without par
value (the "Preferred Stock"), in one or more series, from time to
time, and having such rights, preferences, privileges, designations
and other terms, as the Board of Directors may determine without
further approval of the shareholders of the Company.
The shareholders will be requested to consider and vote upon each of these
two amendments separately at the Annual Meeting. These proposed amendments are
attached as Exhibit A to this Proxy Statement. The Board of Directors recommends
that the shareholders approve these amendments.
PROPOSAL 2 - AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Articles of Incorporation currently authorize 10,000,000
shares of Common Stock. Of the 10,000,000 shares of Common Stock currently
authorized for issuance, approximately 8,281,809 shares are unissued and
unreserved for issuance. The proposed amendment would increase the number of
authorized shares of the Company's Common Stock to 40,000,000.
If the proposed amendment to the Articles of Incorporation is approved, the
authorized shares of Common Stock in excess of those issued and reserved will be
available for issuance at such times and for such corporate purposes as the
Board of Directors may deem advisable without further action by the Company's
shareholders, unless such action is required in a specific case by applicable
laws or regulations or stock exchange rules.
The Board of Directors believes that it is in the Company's best interests
to increase the number of authorized shares of Common Stock in order to have
additional authorized shares available for issuance to meet business needs as
they may arise. The Board of Directors believes that the availability of such
additional shares will provide the Company with the flexibility to issue Common
Stock for proper corporate purposes which may be identified by the Board of
Directors in the future, including stock splits, stock dividends, financing or
acquisitions. Management currently has no arrangements, agreements,
understandings or plans for the issuance of the additional shares of Common
Stock proposed to be authorized.
-12-
The issuance of additional Common Stock could have the effect of diluting
voting power per share or the book value per share of the outstanding Common
Stock. Holders of the Company's Common Stock do not have preemptive rights to
purchase shares in future issuances. Also, the existence of unissued and
unreserved Common Stock could, in certain instances, render more difficult or
discourage a merger, tender offer, or proxy contest, and thus potentially have
an "anti-takeover" effect. An issuance of stock can make acquisition of a
company more difficult or more costly. An issuance of stock could deter the
types of transactions that may be proposed or could discourage or limit the
shareholders' participation in certain types of transactions that might be
proposed (such as a tender offer), whether or not such transactions were favored
by the majority of the shareholders.
The Board of Directors of the Company will, however, consider any proposals
to acquire control of the Company that may arise in the future in accordance
with their fiduciary duties and their judgment as to the best interests of the
shareholders of the Company at that time. The Company's Articles of
Incorporation and Bylaws do not presently contain provisions having an
anti-takeover effect. The proposed amendments to increase the authorized Common
Stock and to authorize Preferred Stock are not part of a plan by management of
the Company to adopt a series of anti-takeover measures, and management has no
present intention or plans to propose anti-takeover measures in future proxy
solicitations.
The Board of Directors does not intend to issue any Common Stock except on
terms which the Board deems to be in the best interests of the Company and its
then-existing shareholders.
If approved by the shareholders, the proposed amendment to Article IV of
the Company's Articles of Incorporation regarding its Common Stock will become
effective upon filing of Articles of Amendment with the Utah Division of
Corporations and Commercial Code, which is expected to be accomplished on May
17, 2001, or as soon thereafter as practicable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND
ARTICLE IV OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED COMMON STOCK.
PROPOSAL 3 - AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
AUTHORIZE THE ISSUANCE OF SHARES OF PREFERRED STOCK IN ONE OR MORE SERIES
No preferred stock is presently authorized by the Company's Articles of
Incorporation. The proposed amendment would authorize the Board of Directors,
without any further shareholder action (unless such action is required in a
specific case by applicable laws or regulations or stock exchange rules), to
issue from time to time Preferred Stock as one class without series or in one or
more series and to fix by resolution the designations, preferences, limitations
and relative rights of such class or each such series. The class as a whole or
any series of Preferred Stock could, as determined by the Board of Directors at
the time of issuance, rank, with respect to dividends, limited voting rights,
redemption and liquidation rights, senior to the Company's Common Stock.
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Under the proposed amendment, the Preferred Stock would have no voting
rights except for the following:
(a) voting rights required by applicable law (which currently provides
for a vote of a class or series for certain amendments to the articles of
incorporation affecting the class or series);
(b) voting rights which the Board of Directors may grant to the class
or a series of the Preferred Stock with respect to any amendment of the
Company's Articles of Incorporation which adversely affects any right,
preference or a limitation of the class or series; and
(c) voting rights which the Board of Directors may grant to the class
or a series of the Preferred Stock to elect a certain number of directors
of the Company if there is a failure to pay dividends on the class or
series for a period of time or to make a mandatory redemption payment when
due for the class or series.
The terms, conditions and limitations of any such voting rights will be
determined by the Board of Directors, including the number of directors to be
elected and the time period for which there must be a failure to pay any
dividends for voting rights to occur. The Board of Directors of the Company
believes that the Common Stock should be the only class with unlimited voting
power.
In the Board of Directors' opinion, the primary reason for authorizing the
Preferred Stock is to provide flexibility for the Company's capital structure.
The Board of Directors believes that this flexibility is necessary to enable it
to tailor the specific terms of a class or series of Preferred Stock that may be
issued to meet market conditions and financing opportunities as they arise,
without the expense and delay that would be entailed in calling a shareholders
meeting to approve the specific terms of the class or any series of Preferred
Stock.
The Preferred Stock may be used by the Company for any proper corporate
purpose. Such purpose might include, without limitation, issuance as part or all
of the consideration required to be paid by the Company in the acquisition of
other businesses or properties, or issuance in public or private sales for cash
as a means of obtaining additional capital for use in the Company's business and
operations. The Company currently has no arrangements, agreements,
understandings or plans for the issuance of any Preferred Stock.
-14-
It is not possible to state the precise effects of the authorization of the
Preferred Stock upon the rights of the holders of the Company's Common Stock,
until the Board of Directors determines the respective preferences, limitations,
and relative rights of the holders of the class as a whole or of any series of
the Preferred Stock. Such effects might include:
(a) reduction of the amount otherwise available for the payment of
dividends on Common Stock, to the extent dividends are payable on any
issued Preferred Stock;
(b) restrictions on dividends on the Common Stock;
(c) voting rights of any series or the class of Preferred Stock to
vote separately, or to vote with the Common Stock, on limited matters as
indicated above;
(d) conversion of the Preferred Stock into Common Stock at such prices
as the Board determines, which could include issuance at below the fair
market value or original issue price of the Common Stock, diluting the book
value per share of the outstanding Common Stock; and
(e) the holders of Common Stock not being entitled to share in the
Company's assets upon liquidation until satisfaction of any liquidation
preference granted to holders of the Preferred Stock.
In regards to (a) and (b) above, the Company has not paid nor does it
anticipate paying any dividends on Common Stock.
In addition, the existence of unissued Preferred Stock could, in certain
instances, render more difficult or discourage a merger, tender offer, or proxy
contest and thus potentially have an "anti-takeover" effect, especially if stock
were issued in response to a potential takeover. Issuances of stock, including
preferred stock with conversion rights, can and have been implemented by some
companies in a manner intended to make acquisition of the companies more
difficult or more costly. Please see a further discussion of such effects under
"Proposal to Amend the Company's Articles of Incorporation to Increase the
Number of Authorized Shares of Common Stock".
If approved by the shareholders, this proposed additional amendment to
Article IV, with respect to Preferred Stock, will become effective upon filing
Articles of Amendment with the Utah Division of Corporations and Commercial
Code, which is expected to be accomplished on May 17, 2001, or as soon
thereafter as practicable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND
ARTICLE IV TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK.
PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Tanner + Co. as the
independent public accountants of the Company for the fiscal year ending
December 31, 2001. Tanner + Co. has served as the Company's independent public
accountants since November 4, 1994.
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During the two most recent years the Company has not consulted with Tanner
+ Co. on items which (i) were or should have been subject to SAS 50 or (ii)
concerned the subject matter of a disagreement or reportable event with the
former auditor, (as described in Regulation S-K Item 304(a)(2)).
Representatives of Tanner + Co. are expected to attend the Annual Meeting
of Shareholders and will be available to respond to appropriate questions and
will be afforded the opportunity to make a statement if they desire to do so.
In the absence of instructions to the contrary, the persons named in the
Proxy will vote the Proxies FOR ratification of the selection of Tanner + Co. as
independent public accountants for the Company.
AUDIT COMMITTEE REPORT
Laser Corporation's Audit Committee of the Board of Directors consists of
two non-employee directors that are considered independent under applicable
independent director and audit committee listing standards. The current members
of the audit Committee are Rod O. Julander and Reinhardt Thyzel. The Board of
Directors has adopted a written charter for the Audit Committee, which is
included as Appendix A to this Proxy Statement.
Management is responsible for the integrity of Laser Corporation's internal
control environment and its financial reporting process. Laser Corporation's
independents public accountants, Tanner + Co., are responsible for performing an
independent audit of Laser Corporation's consolidated financial statements in
accordance with generally accepted auditing standards and for issuing a report
on these financial statements. The Audit Committee is responsible for overseeing
and monitoring these processes.
The Audit Committee held one meeting during calendar 2000. The Audit
Committee believes Laser Corporation's management maintains an effective system
of internal control that results in the fair presentation of our financial
statements and the appropriate safeguard of corporate assets. Based on review
and ratification of the 2000 audit plan and discussion of the results of its
execution with management and Tanner + Co., the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in
Laser Corporation's Annual Report on Form 10-KSB for the year ended December 31,
2000 filed with the Securities and Exchange Commission.
The Audit Committee and Tanner + Co. have discussed all matters required by
Statement on Auditing Standards No. 61, Communications with Audit Committee. The
Audit Committee has considered the compatibility of non-audit services performed
by Tanner + Co. and other pertinent information regarding the accountant's
independence and has determined the firm to be appropriately independent from
Laser Corporation. Additionally, the Audit Committee has received from Tanner +
Co. written disclosure regarding its independence as required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committee.
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Fees for the calendar year 2000 audit and related quarterly reviews are
approximately $21,880 of which approximately $7,160 has been billed through
December 31, 2000. Fees billed for other projects rendered by Tanner + Co. for
the calendar 2000 year were approximately $2,593. These fees relate primarily to
consultation on our tax returns and other tax matters, and assistance with 1933
Securities Act filings.
The Audit Committee of the Board of Directors of Laser Corporation.
Rod O. Julander
Reinhardt Thyzel
SHAREHOLDER PROPOSALS
If a Shareholder wishes to present a proposal at the 2002 Annual Meeting of
Shareholders, the proposal must be received by Laser Corporation, 2417 South
3850 West, Salt Lake City, Utah 84120 prior to December 14, 2001. The Board of
Directors will review any proposal which is received by that date and determine
whether it is a proper proposal to present at the 2002 Annual Meeting.
VOTE REQUIRED
A majority of the 1,630,109 issued and outstanding shares of common stock
of the Company shall constitute a quorum at the Annual Meeting. Under the Utah
Revised Business Corporation Act, the affirmative vote of at least a majority of
the shares represented at the meeting is required for all proposals to come
before the meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present and has not been informed that any other
person intends to present, a matter for action at the 2001 Annual Meeting other
than as set forth herein and in the Notice of Annual Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
Proxies will act in accordance with their best judgment. The Board of Directors
may read the minutes of the 2000 Annual Meeting of Shareholders and make
reports, but Shareholders will not be requested to approve or disapprove such
minutes or reports.
In addition to the solicitation of proxies by mail, certain of the officers
and employees of the Company, without extra compensation, may solicit proxies
personally or by telephone. The Company will also request brokerage houses,
nominees, custodians and fiduciaries to forward soliciting materials to the
beneficial owners of common stock held of record and will reimburse such persons
for forwarding such material. The cost of this solicitation of proxies will be
borne by the Company.
-17-
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING FINANCIAL
STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES) FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "10-KSB") MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO
THE COMPANY, ATTENTION: ROD O. JULANDER, SECRETARY, 2417 SOUTH 3850 WEST, SALT
LAKE CITY, UTAH 84120. COPIES OF THE COMPANY'S 2000 ANNUAL REPORT TO
SHAREHOLDERS, INCLUDING THE 10-KSB, ARE BEING MAILED WITH
THIS PROXY STATEMENT. ADDITIONAL COPIES MAY BE OBTAINED BY WRITING TO LASER
CORPORATION, ATTENTION: ROD O. JULANDER, SECRETARY, 2417 SOUTH 3850 WEST, SALT
LAKE CITY, UTAH 84120.
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying Notice and described in
this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed
envelope, which requires no postage if mailed in the United States. A prompt
return of your Proxy will be appreciated.
By Order of the Board of Directors
Rod O. Julander, Secretary
Salt Lake City, Utah
April 16, 2001
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EXHIBIT A
TO PROXY STATEMENT
Dated April 16, 2001
Text of Proposed Amendment to Articles of Incorporation
1. Article IV is hereby amended in its entirety to read as follows:
"The corporation shall have the authority to issue 40,000,000 shares of
common stock, each having a par value of $.05 per share. All common shares
issued by the corporation shall be fully paid and nonassessable and shall have
equal rights."
2. Article IV is hereby further amended by the addition of the following
three paragraphs:
"In addition, the corporation shall have the authority to issue 10,000,000
shares of preferred stock, without par value. Such preferred stock may be issued
in series. Notwithstanding the rights of common stock stated above, the
entitlement of the common stock to receive net assets of the corporation upon
dissolution, and the voting rights of common stock, shall be subject to the
voting and other rights, if any, provided to the holders of preferred stock by
these Articles of Incorporation. Except for and subject to those rights
expressly granted to the holders of the preferred stock, or except as may be
provided by law, the holders of common stock shall have exclusively all other
rights of shareholders.
This corporation's Board of Directors shall have the authority, without
shareholder action, to determine the preferences, limitations and relative
rights of any preferred stock (whether in a series or as a class), including
without limitation the following:
(i) the designation of any series or class of preferred stock;
(ii) the number of shares constituting the series or class;
(iii) voting rights , if any, complying with the limitations on voting
rights stated in this Article IV for preferred stock, except that no
condition, limitation, or prohibition on voting shall eliminate any right
to vote required by Utah law;
(iv) any redemption rights and, if provided, the terms and conditions
of such redemption, including without limitation the date or dates upon or
after which any preferred stock shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
-1-
(v) any sinking fund for the redemption or purchase of shares of a
series or class, and, if provided, the terms and amount of such sinking
fund;
(vi) conversion rights and, if provided, the terms and conditions of
such conversion, including provision for adjustment of the conversion rate
in such events as the Board of Directors shall determine;
(vii) distribution rights, including without limitation a dividend
rate and the determination of whether such rights are cumulative,
noncumulative or partially cumulative; and
(viii) preference rights over any other class or series of shares with
respect to distributions, including without limitation any priority as to
dividends and as to distributions upon the dissolution of the corporation.
The preferred stock of the corporation shall have no voting rights except:
(i) the preferred stock shall have voting rights required by
applicable law (which required voting rights may be set forth in the
preferences, limitations and relative rights of a class or series);
(ii) any preferred stock of a class or series may have voting rights
with respect to any amendment, alteration or repeal of any provision of the
Corporation's Articles of Incorporation which adversely affects any right,
preference or limitation of the class or series; and
(iii) any preferred stock of a class or series may have voting rights
to elect a certain number of directors of the corporation in the event of
the corporation's failure to pay dividends on the class or series for a
period of time or to make a mandatory redemption payment when due for the
class or series.
The Board of Directors shall, in accordance with the authority granted to
Board of Directors in this Article IV, determine whether any such voting rights,
not required by applicable law, shall exist and shall also determine the terms,
conditions and limitations of any such voting rights, including without
limitation the number of and time period for any such failures to pay dividends
necessary for voting rights to occur and the number of directors to be elected
by a class or series after such an event."
-2-
APPENDIX A
AUDIT COMMITTEE CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial information which will be provided to the shareholders and others, the
systems of internal controls which management and the Board of Directors have
established, and the Corporation's audit and financial reporting process.
The independent accountants' ultimate responsibility is to the Board of
Directors and the Audit Committee, as representatives of the shareholders. These
representatives have the ultimate authority to select, evaluate, and, where
appropriate, replace the independent accountants.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of two or more independent
directors.
All members of the Committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the Committee shall
have accounting or related financial management expertise.
III. MEETINGS
The Committee shall meet on a regular basis and shall hold special meetings
as circumstances require.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
1. Review this Charter at least annually and recommend any changes to
the Board.
2. Review the organization's annual financial statements and any other
relevant reports or other financial information.
3. Review the regular internal financial reports prepared by
management and any internal auditing department.
4. Recommend to the Board of Directors the selection of the
independent accountants and approve the fees and other compensation to be
paid to the independent accountants. On an annual basis, the Committee
shall obtain a formal written statement from the independent accountants
delineating all relationships between the accountants and the Corporation
consistent with Independence Standards Board Standard 1, and shall review
and discuss with the accountants all significant relationships the
accountants have with the Corporation to determine the accountants'
independence.
5. Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when circumstances
warrant.
6. Following completion of the annual audit, review separately with
the independent accountants, the internal auditing department, if any, and
management any significant difficulties encountered during the course of
the audit.
7. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
LASER CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
MAY 17, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints B. Joyce Wickham and Rod O. Julander and each of
them (acting jointly or, if one be present, then by that one alone) as Proxies,
with full power of substitution, and hereby authorizes them to represent and
vote, as designated below, all shares of Common Stock of the Company held of
record by the undersigned or with respect to which the undersigned is entitled
to vote and act on April 6, 2001 at the Annual Meeting of Shareholders to be
held at the Company's corporate offices at 2417 South 3850 West, Salt Lake City,
Utah, on Tuesday, May 17, 2001 at 9:00 a.m., local time, or at any adjournment
thereof, and especially to vote as follows:
1. Election of Directors
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH A NOMINEE'S NAME IN THE LIST BELOW:)
B. Joyce Wickham Rod O. Julander Mark L. Ballard Reinhardt Thyzel
2. To approve an amendment to the Company's Articles of Incorporation to
increase the authorized number of shares of the Company's Common Stock to
40,000,000 shares.
FOR AGAINST ABSTAIN
3. To approve an amendment to the Company's Articles of Incorporation to
authorize up to 10,000,000 shares of Preferred Stock of the Company issuable in
one or more series.
FOR AGAINST ABSTAIN
4. To approve the selection of Tanner + Co. as the independent certified
public accountants of the Company for the fiscal year ending December 31, 2001.
FOR AGAINST ABSTAIN
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
1
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 THE ELECTION OF THE NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD OF
DIRECTORS AND FOR PROPOSALS 2, 3, AND 4.
PLEASE SIGN AND DATE THIS PROXY WHERE SHOWN BELOW AND RETURN IT PROMPTLY:
Date:__________________________,2001
Signed:_____________________________
____________________________________
(Please sign above exactly as the shares are issued. When shares are held by
joint tenants, both should sign. When signing as attorney, as 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.)
No Postage Is Required If This Proxy Is Returned In The Enclosed Envelope And
Mailed In The United States.