Abatix Environmental Corp.
8311 Eastpoint Drive, Suite 400
Dallas, Texas 75227
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
The Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Abatix Environmental Corp., a Delaware corporation (the
"Company"), of proxies for use at the 1996 Annual Meeting of Stockholders
("Annual Meeting") to be held at the Holiday Inn, LBJ Northeast, 11350 LBJ
Freeway, Dallas, Texas 75238 on Thursday, May 23, 1996 at 9:00 A.M., Central
Time, or at any and all adjournments thereof. The cost of this solicitation will
be borne by the Company. Directors, officers and employees of the Company may
solicit proxies by telephone, telegraph or personal interview. The Annual Report
of the Company for the fiscal year ended December 31, 1995 is being mailed
together with this Proxy Statement and form of Proxy. The approximate date of
mailing of this Proxy Statement and form of Proxy is April 30, 1996.
OUTSTANDING STOCK AND VOTING RIGHTS
In accordance with the By-Laws of the Company, the Board of Directors has
fixed the close of business on April 25, 1996 as the record date for determining
the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only
stockholders of record on that date, on which the transfer books of the Company
remained open, will be entitled to vote. A stockholder who submits a proxy on
the accompanying form has the power to revoke it by notice of revocation
directed to the proxy holders of the Company at any time before it is voted.
Unless authority is withheld in writing, proxies which are properly executed
will be voted for the proposals thereon. Although a stockholder may have given a
proxy, such stockholder may nevertheless attend the meeting, revoke the proxy
and vote in person. The affirmative vote of a plurality of the shares of Common
Stock present or represented at the meeting is required to elect Directors. The
ratification of the appointment of the Company's auditors will require the
affirmative vote of a majority of the shares of the Company's Common Stock
voting at the Annual Meeting in person or by proxy.
As of April 25, 1996, the record date for determining the stockholders of
the Company entitled to vote at the Annual Meeting, approximately 2,088,964
shares of the Common Stock of the Company, $.001 par value ("Common Stock"),
were issued and outstanding. Each share of Common Stock entitles the holder to
one vote on all matters brought before the Annual Meeting. The quorum necessary
to conduct business at the Annual Meeting consists of a majority of the
outstanding shares of Common Stock as of the record date.
Brokers who hold shares for the accounts of their clients may vote such
shares either as directed by their clients or in their own discretion if
permitted by the stock exchange or other organization of which they are members.
Members of the New York Stock Exchange are permitted to vote their client's
proxies in their own discretion as to the election of directors if the client
has not furnished voting instructions within ten days of the meeting. Certain
proposals other than the election of directors are "non-discretionary" and
brokers who have received no instructions from their clients do not have
discretion to vote on those items. When brokers vote proxies on some but not all
of the proposals at a meeting, the missing votes are referred to as "broker
non-votes". If any such proposals were on the agenda for this meeting, broker
non-votes would be included in determining the presence of a quorum at the
meeting, but they would not be considered "shares present" for voting purposes
and would have no impact on the outcome of such proposals.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth Common Stock ownership information as of
March 31, 1996, with respect to (i) each person known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock, (ii) each
director and executive officer of the Company and (iii) all directors and
executive officers of the Company as a group. This information as to beneficial
ownership was furnished to the Company by or on behalf of the persons named.
Unless otherwise indicated, the business address of each person listed is 8311
Eastpoint Drive, Suite 400, Dallas, Texas 75227.
Shares
Beneficially Percent of
Name Owned (1) Class (2)
- ---- ----------- ------------
Terry W. Shaver (3) 624,450 29.6%
Gary L. Cox (4) 412,750 19.6%
Frank J. Cinatl (5) 30,500 1.4%
Lamont C. Laue (6) 2,000 0.1%
All executive officers and directors
as a group (4 persons) 1,069,700 49.5%
<FN>
(1) Unless otherwise provided, represents shares for which the beneficial
owner has sole voting and investment power and includes options currently
exercisable or exercisable within 60 days.
(2) The percentage of class is calculated assuming that the beneficial
owner has exercised any options or other rights to subscribe which are currently
exercisable within sixty (60) days and that no other options or rights or
warrants to subscribe have been exercised by anyone else.
(3) Mr. Shaver is President, Chief Executive Officer and a Director of the
Company. The shares beneficially owned by Mr. Shaver include options to purchase
21,250 shares of the Company's Common Stock.
(4) Mr. Cox is Executive Vice President, Chief Operating Officer, Secretary
and a Director of the Company. The shares beneficially owned by Mr. Cox include
options to purchase 21,250 shares of the Company's Common Stock.
(5) Mr. Cinatl is Vice President and Chief Financial Officer (Principal
Accounting Officer) of the Company. The shares beneficially owned by Mr. Cinatl
include options to purchase 30,000 shares of the Company's Common Stock.
(6) Mr. Laue is a Director of the Company.
</FN>
ELECTION OF DIRECTORS
The Board of Directors is responsible for the overall affairs of the
Company. The names of the nominees, their principal occupations and the year in
which they became Directors, are set forth.
NOMINEES FOR ELECTION
Director
Name and Principal Occupation Age Since
- ----------------------------- --- --------
Terry W. Shaver, President and 38 1988
Chief Executive Officer
Gary L. Cox, Executive Vice 42 1988
President, Chief Operating
Officer and Secretary
Lamont C. Laue, Consultant 66 1995
Each Director is elected for a period of one year at the Company's annual
meeting of stockholders. Executive officers are elected annually and, except to
the extent governed by employment contracts, serve at the discretion of the
Board of Directors.
TERRY W. SHAVER has served as President, Chief Executive Officer and a
Director of the Company since its incorporation in December 1988 and of its
predecessor, T&T Supply Company, Inc., since its organization in May 1983. From
February 1979 until May 1983, Mr. Shaver was a Sales Representative with Global
Safety Resources, Inc., Dallas, Texas, a distributor of industrial safety
equipment and supplies. From July 1978 to January 1979, Mr. Shaver was a Sales
Representative with Continental Industrial Supply Corp., Richardson, Texas, a
distributor of industrial equipment and supplies. Between January 1977 and July
1978, Mr. Shaver was a Sales Representative with Briggs-Weaver, Inc., Dallas,
Texas, a distributor of industrial equipment and supplies.
GARY L. COX has been Executive Vice President, Chief Operating Officer and
a Director of the Company since its organization and Vice President and a
Director of its predecessor corporation, T & T Supply Company, Inc., since
February 1985. From April 1984 to December 1985, Mr. Cox also was Vice President
of Diamond Built, Inc., Dallas, Texas, a real estate investment and construction
company. Between January 1980 and March 1984, Mr. Cox was President of W.R. Cox
Electric, Inc., Dallas, Texas, an electrical contracting firm and was with that
company in various capacities commencing in June 1974.
LAMONT C. LAUE was appointed a Director of the Company in January 1995 to
fill the vacancy resulting from the resignation of S. Stanley French in November
1994, and was elected a Director at the 1995 annual meeting. Mr. Laue also
served as a Director of the Company from 1989 until 1991. Between 1960 and
December 1987, Mr. Laue was employed in various executive capacities with Sun
Exploration and Production Company or affiliates thereof. During this time, Mr.
Laue was the Manager of Business Planning and Economics Analysis for the
Production Division from January 1984 to December 1987, and was the Manager of
Operations Services for the Sun Gas Company between January 1981 and December
1983. Mr. Laue retired from Sun Exploration and Production Company in December
1987.
The Company has not established a standing audit, nominating or
compensation committee of the Board of directors at the present time. During
1995, the Board of Directors held eight meetings which were attended by all of
the Directors.
All Directors who are not otherwise employed by the Company received during
1995 and will receive in the future an annual fee of approximately $2,500 for
serving as Directors. Directors will also be reimbursed for reasonable expenses
incurred in connection with their attendance at meetings. There are no family
relationships among the Company's Executive Officers and Directors.
Section 145 of the General Corporation Law of Delaware permits the
indemnification of directors, officers, employees and agents of Delaware
corporations. The Company's Certificate of Incorporation and By-Laws provide
that the Company shall indemnify its Directors and Officers to the full extent
permitted by the General Corporation Law of the State of Delaware.
EXECUTIVE COMPENSATION
All of the Company's Executive Officers are full-time employees. Total cash
compensation paid to all Executive Officers as a group for services provided to
the company in all capacities during the fiscal year ended in December 31, 1995
aggregated to $348,000. Set forth below is a summary compensation table in the
tabular format specified in the applicable rules of the Securities and Exchange
Commission with respect to all Executive Officers of the Company or any of its
subsidiaries who received total salary and bonus which exceeded $100,000 during
the periods reflected.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------------------------------ -------------------------------------
Securities
Name and Underlying
Principal Other Annual Restricted Options/ All Other
Position Year Salary Bonus Compensation* Stock SARs (#) LTIP Compensation
- ----------- ------- ------------ ----------- --------------- ------------- ------------- -------- ----------------
Terry W. 1995 $125,000 $10,000 $13,065 - 21,250 - -
Shaver, 1994 $116,000 - $12,000 - 20,000 - -
President 1993 $108,000 - $12,000 - - - -
and CEO
Gary L. 1995 $125,000 $10,000 $13,065 - 21,250 - -
Cox, 1994 $116,000 - $12,000 - 20,000 - -
Exec. V.P. 1993 $108,000 - $12,000 - - - -
and COO
<FN>
* - Represents the annual value of vehicles and related maintenance benefits
($12,000) provided to such executive officers in all years presented. In 1995,
the amount also includes an amount related to the exercise of stock options
whereby the market price exceeded the exercise price on the date of exercise.
</FN>
EMPLOYMENT AGREEMENTS
Messrs. Shaver and Cox are parties to employment agreements with the
Company expiring December 31, 1996. These agreements provide for minimum annual
compensation of $125,000 each. Such employment agreements preclude each
individual from competing with the Company for a period of twelve months
following termination of his employment for cause or by reason of his
voluntarily leaving the employ of the Company. The employment agreements also
require them to maintain the confidentiality of proprietary data relating to the
Company and its activities and services. The employment agreements also provide
for certain executive benefits such as the use of an automobile, reimbursement
of business expenses, health insurance and related benefits.
The Company maintains a corporate membership at a local country club which
is used by the officers and key employees of the Company to promote the business
of the Company. Mr. Shaver pays the dues under this arrangement.
OPTION/SAR GRANTS IN 1995 FISCAL YEAR
at Assumed Annual
Number of % of Total Rates of Stock
Securities Options/SARs Price Appreciation
Underlying Granted to for Option Term
Options/SARs Employees in Exercise or ------------------
Name Granted Fiscal Year Base Price Expiration Date 5% 10%
- ------------------ -------------- -------------- ------------ ------------------- ------ ------
Terry W. Shaver 500 (A) 14.3% $0.50 March 31, 1995 (A) (A)
1,250 (B) 35.7% $3.375 December 31, 1996 $450 $900
Gary L. Cox 500 (A) 14.3% $0.50 March 31, 1995 (A) (A)
1,250 (B) 35.7% $3.375 December 31, 1996 $450 $900
<FN>
(A) - These options were forfeited due to the voluntary termination by an
employee. The Stock Option Committee regranted these options to Messrs. Shaver
and Cox on February 29, 1995, and, according to the 1992 Option Plan, these
options were exercisable for a period of 30 days. On March 30, 1995, Messrs.
Shaver and Cox exercised these options when the market price was $2 5/8.
(B) - These options were forfeited due to the voluntary termination by an
employee. The Stock Option Committee regranted these options to Messrs. Shaver
and Cox on August 17, 1995, and, according to the 1994 Option Plan, these
options are exercisable until December 31, 1996. The exercise price was equal to
the market price on the date of regrant.
</FN>
AGGREGATE OPTION/SAR EXERCISES IN 1995 FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
Number of
securities Value of
underlying unexercised
unexercised in-the-money
options/SARs at options/SARs at
fiscal year end fiscal year end
(#) ($)
----------------- ------------------
Shares acquired Value Exercisable / Exercisable /
Name on exercise (#) Realized ($) unexercisable * unexercisable *
- ------------------ ------------------ ------------- ----------------- ------------------
Terry W. Shaver 500 $1,065 21,250 $7,500
11,250 / 10,000 $5,000 / $2,500
Gary L. Cox 500 $1,065 21,250 $7,500
11,250 / 10,000 $5,000 / $2,500
Frank J. Cinatl - - 30,000 $15,000
20,000 / 10,000 $12,500 / $2,500
<FN>
* - As of January 1, 1996, all options are exercisable.
</FN>
PERFORMANCE GRAPH
The following table compares total stockholder returns for the Company over
the last five years to the CRSP Total Return Index for The Nasdaq Stock Market
and for Nasdaq Non-Financial Stocks assuming a $100 investment made on December
31, 1990. The stock performance shown on the graph below is not necessarily
indicative of future price performance. An average of the closing bid and ask
prices is used to compute the return for Abatix Environmental Corp.
For electronic filing purposes, the table below depicts the required data
included in the line graph of the paper copy of this Proxy Statement.
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
Abatix Environmental Corp. 100.00 105.56 166.67 300.00 183.33 266.67
Nasdaq Total Return Index 100.00 160.56 186.87 214.51 209.69 296.30
Nasdaq Non-Financial Stocks Index 100.00 160.98 176.09 203.32 194.86 267.92
RETIREMENT PLANS
The Company established a so-called SEP-IRA Plan (Simplified Employee
Pension-Individual Retirement Accounts Contribution Plan) in May 1988 pursuant
to which the Company contributed $20,269 during 1993. The Company terminated the
SEP-IRA Plan November 1993 and established a new 401-K Plan in November 1993,
pursuant to which the Company contributed $51,358, $25,657 and $5,018 during
1995, 1994 and 1993, respectively. At this time Terry W. Shaver, Gary L. Cox and
47 other employees are eligible to participate in the 401-K Plan, which requires
all employees to have performed services to the Company for at least one year.
Contributions by an employee in any one year may not exceed the lesser of 15% of
their respective salary or the Internal Revenue Service specified limits. The
Company is currently obligated to match 20% of the employees' contributions on
an ongoing basis, but the Board of Directors may recommend an increase or a
decrease in the matching portion at any time in the future.
TRANSACTIONS WITH MANAGEMENT AND AFFILIATES
In February 1995, the Company purchased 90,000 shares of Common Stock for
$225,000 in a private transaction from S. Stanley French, a former officer and
director of the Company. In July 1995, the Company purchased 50,000 shares of
Common Stock for $138,500 in a private transaction from LifeSciences Technology
Partners LP, a former stockholder owning greater than 5% of the outstanding
stock.
APPOINTMENT OF THE COMPANY'S AUDITORS
The appointment of KPMG Peat Marwick as independent auditors of the Company
for the fiscal year ended December 31, 1996 will be ratified.
Although the Board of Directors of the Company is submitting the
appointment of KPMG Peat Marwick for stockholder approval, it reserves the right
to change the selection of KPMG Peat Marwick as auditors, at any time during the
fiscal year, if it deems such change to be in the best interest of the Company,
even after stockholder approval.
Representatives of KPMG Peat Marwick are expected to be present at the
Annual Meeting with the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
INTEREST OF CERTAIN PERSONS IN
OPPOSITION TO MATTERS TO BE ACTED UPON
The Company is not aware of any substantial interest, direct or indirect,
by securities holdings or otherwise of any officer, director or associate of the
foregoing persons in any matter to be acted on, as described herein, other than
elections to offices.
OTHER MATTERS
Management is not aware of any other business which may come before the
meeting. However, if additional matters properly come before the meeting,
proxies will be voted at the discretion of the proxy holders.
STOCKHOLDER'S PROPOSALS TO BE PRESENTED AT
THE COMPANY'S NEXT ANNUAL MEETING OF
STOCKHOLDERS
Stockholder proposals intended to be presented at the 1997 Annual Meeting
of Stockholders of the Company must be received by the Company, at its principal
executive offices no later than December 31, 1996, for inclusion in the Proxy
Statement and Proxy relating to the 1997 Annual Meeting of Stockholders.
AVAILABILITY OF FORM 10-K ANNUAL REPORT
Copies of the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as filed with the Securities and Exchange Commission, are
available without charge to stockholders upon request to Mr. Frank J. Cinatl,
Vice President, Abatix Environmental Corp., 8311 Eastpoint Drive, Suite 400,
Dallas, Texas 75227.
BY ORDER OF THE BOARD OF DIRECTORS
Gary L. Cox, Secretary
Dallas, Texas
April 30, 1996