SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by registrant X
Filed by a party other than the registrant Check the appropriate box:
Preliminary proxy statement
X Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The New World Power Corporation
(Name of Registrant as Specified in its Charter)
The New World Power Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box): X No fee required.
/ / 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:(1)
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 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:
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
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THE NEW WORLD POWER CORPORATION
14 MOUNT PLEASANT ROAD
ASTON, PENNSYLVANIA 19014
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2001
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To the Stockholders of The New World Power Corporation:
The Annual Meeting of Stockholders of The New World Power Corporation,
a Delaware corporation (the "Company"), will be held at The Harvard Club of New
York, 27 West 44th Street, New York, New York at 9:30 a.m. on May 15, 2001 for
the following purposes:
1. To elect the Board of Directors;
2. To ratify the appointment of Lazar, Levine & Felix, LLP as
independent auditors for The New World Power Corporation for the
fiscal year ending December 31, 2001;
3. To approve an amendment to the Company's 1993 Stock Option Plan (the
"Plan"), increasing the number of common shares authorized for issuance
under the Plan by 850,000 shares, from 500,000 shares to 1,350,000
shares;
4. To act upon such other matters as may properly be brought before
the meeting.
Only stockholders of record at the close of business on April 2, 2001
will be entitled to notice of and to vote at the meeting or any adjournment
thereof.
By Order of the Board of Directors
Mary E. Fellows,
Secretary
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE ENCLOSED
FORM OF PROXY AND RETURN IT IN THE ENVELOPE PROVIDED. ANY PERSON GIVING A PROXY
HAS THE POWER TO REVOKE IT AT ANY TIME PRIOR TO ITS EXERCISE AND, IF PRESENT AT
THE MEETING, MAY WITHDRAW IT AND VOTE IN PERSON. ATTENDANCE AT THE MEETING IS
LIMITED TO STOCKHOLDERS, THEIR PROXIES AND INVITED GUESTS OF THE COMPANY.
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THE NEW WORLD POWER CORPORATION
14 MOUNT PLEASANT ROAD
ASTON, PENNSYLVANIA 19014
================================================================================
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2001
================================================================================
PROXY STATEMENT
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This Proxy Statement is furnished to the stockholders of The New World
Power Corporation ("New World" or the "Company") in connection with the
solicitation of proxies on behalf of the Company's Board of Directors (the
"Board") to be voted at the Annual Meeting of Stockholders to be held on May 15,
2001, and at any adjournment thereof (the "Annual Meeting"), for the purposes
set forth in the accompanying Notice. Copies of this Proxy Statement, the
Notice, the related proxy card and the Company's Form 10-KSB are being mailed to
stockholders on or about April 16, 2001.
RECORD DATE
The Board has fixed the close of business on April 2, 2001, as the
record date for the Annual Meeting. Only stockholders of record on that date
will be entitled to vote at the meeting in person or by proxy.
PROXIES
The proxies named on the enclosed proxy card were appointed by the
Board to vote the shares represented by the proxy card. Upon receipt by the
Company of a properly signed and dated proxy card, the shares represented
thereby will be voted in accordance with the instructions on the proxy card.
Stockholders are urged to mark the boxes on the proxy card to show how their
shares are to be voted. If a stockholder returns a signed a proxy card without
marking the boxes, the shares represented by the proxy card will be voted as
recommended by the Board herein. The proxy card also confers discretionary
authority on the proxies to vote on any other matter not presently known to
management that may properly come before the meeting. Any proxy delivered
pursuant to this solicitation is revocable at the option of the person(s)
executing the same (i) upon receipt by the Company before the proxy is voted of
a duly executed proxy bearing a later date, (ii) by written notice of revocation
to the Secretary of the Company received before the proxy is voted, or (iii) by
such person(s) voting in person at the Annual Meeting.
VOTING SHARES
On the record date there were 5,332,813 shares of Common Stock, the
Company's only voting securities, outstanding and entitled to vote. Each share
of Common Stock is entitled to one vote. A majority of such shares, present in
person or represented by proxy, shall constitute a quorum at the Annual Meeting.
Votes will be tabulated at the Annual Meeting by one or more inspectors of
election appointed by the Board.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 2, 2001 by (i) each person
known by the Company to own beneficially more than five percent of the Common
Stock of the Company; (ii) each director of the Company, (iii) each executive
officer named in the Summary Compensation Table, and (iv) all directors and
executive officers of the Company as a group. Except as otherwise indicated, all
shares are owned directly. Except as indicated by footnote, and subject to
community property laws where applicable, the persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
NAME AND ADDRESS SHARES BENEFICIALLY OWNED** PERCENTAGE
OF BENEFICIAL OWNER(1) OF CLASS(2)
Hainsford Group Limited (3) 250,000 4.7%
41 Lewisham Park
London, England SE13 6QZ
Alan W. Stephens (4) 30,000 *
Gregory J. Sunell (4) 30,000 *
Synex International Inc.(4) 155,000 2.9%
Herbert L. Oakes, Jr.(5) 491,851 9.2%
Gerald R. Cummins 40,424 *
Robert F. Hussey 20,000 *
Richard F. Albosta 20,000 *
Strategic Electric Power Fund, LLC 1,292,846 24.2%
New World Partners, LLC (7) 236,196 4.4%
Frederic A. Mayer (6) 133,333 2.5%
John D. Kuhns (7) 340,962 6.4%
All Directors and Executive Officers
as a Group (8 persons) 2,602,279 48.8%
* less than one percent.
2
(1) Each director and executive officer has sole voting power and sole
investment power with respect to all shares beneficially owned by him,
unless otherwise indicated.
(2) Based upon 5,332,813 shares of Common Stock outstanding on December 31,
2000.
(3) Based upon Statement on Schedule 13D filed with the SEC on September 14,
1999.
(4) Messrs. Stephens and Sunell are respectively CEO and Vice president of
Synex.
(5) Consists of 260,528 common shares and 191,323 warrants a to purchase common
shares held by Mr. Oakes directly or through ventures controlled by him
(OFCO).
(6) Includes 133,333 shares issuable upon exercise of currently exercisable
options.
(7) Mr. Kuhns is Manager of New Power Associates, LLC the Member-Manager of the
Strategic Electric Power Fund, LLC which invested $350,000 in the Company
in exchange for 636,364 shares of common stock. As of December 31, 2000,
Mr. Kuhns beneficially owned 1,694,175 shares of common stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Federal securities laws require that the individuals and groups listed
in the preceding table must report to the SEC and the Company, within certain
periods, how many shares of the Company's equity securities they own and if they
conducted certain transfers in such securities. Based upon information furnished
by these stockholders, the Company believes that all required filings for the
most recent fiscal year and prior fiscal years have been made.
ITEM 1. ELECTION OF DIRECTORS
John D. Kuhns, Herbert L. Oakes, Jr., Frederic A. Mayer, Alan W.
Stephens, Gregory J. Sunell, Frederic A. Mayer, Robert F. Hussey, Richard F.
Albosta and Gerald Cummins are the Board's nominees for election to the Board at
the Annual Meeting. Each director so elected will hold office until the next
annual meeting of the stockholder and until his successor is elected and
qualified or until his earlier resignation or removal. All of the nominees have
indicated their willingness to serve the entire term, if elected, but if for any
reason any nominee should be unavailable to serve as a director at the time of
the Annual Meeting, a contingency which the Board does not expect, a different
person designated by the Board may be nominated in his stead.
If a quorum is present at the Annual Meeting, election of directors
will require the affirmative vote of a plurality of the shares of Common Stock
present in person or represented by proxy and entitled to vote. Abstentions by
holders of such shares and broker non-votes with respect to the election of
directors will be included in determining the presence of such quorum, but will
not be included in determining whether nominees have received the vote of such
plurality.
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THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
SUCH NOMINEES.
The following sets forth the name and age of each nominee and the
positions and offices held by him, his principal occupation and business
experience during the past five years, and the year of the commencement of his
term as a director of the Company.
JOHN D. KUHNS, CHAIRMAN, DIRECTOR. John D. Kuhns, age 51, was a
director from April 1989 to February 1996 and was elected a director at the 2000
Annual Meeting of Shareholders. Mr. Kuhns is President of Kuhns Brothers, Inc.,
an investment firm whose affiliates include a licensed broker/dealer and member
of the National Association of Securities Dealers, Inc., and a registered
investment advisor. Mr. Kuhns is the founder of the Company. From April, 1989
until February, 1996 he was its Chairman and Chief Executive Officer. Mr. Kuhns
received a bachelor's degree from Georgetown University, a Master of Fine Arts
from the University of Chicago and an M.B.A. from Harvard University.
HERBERT L. OAKES, JR, DIRECTOR. Mr. Oakes, age 54, has been a director
since 1993. He has served as Managing Director of Oakes, Fitzwilliams & Co.
Limited ("OFCO"), a member of the Securities and Future Authority Limited and
the London Stock Exchange, since 1988. Mr. Oakes is also President of H.L. Oakes
& Co., Inc., a corporate advisor and dealer in securities, which he founded in
1982. He also serves on the board of directors of Shared Technologies, Inc. and
Harcor Energy, Inc. He is also a Director/Chairman of Independent Energy. Mr.
Oakes received a BA in Economics from the University of the South.
ALAN W. STEPHENS, DIRECTOR. Mr. Stephens, age 72, has been a director
since 1998. During the past five years, Mr. Stephen's served as the Chairman of
the Board and CEO of Synex International Inc ("Synex"), a Toronto stock exchange
company that is active in development and operation of electrical power
facilities and development and marketing of computer software products. Mr.
Stephens received a Bachelor of Engineering from the University of Western
Australia in 1951, completed Bachelor of Arts studies at McGill University in
1964 and is a member of the Professional Engineers and Geoscientists of British
Columbia.
GREGORY J. SUNELL, DIRECTOR. Mr. Sunell, age 48, has been a director
since 1998. During the last five years, Mr. Sunell has acted as vice-president
and Secretary-Treasurer of Synex. Mr. Sunell received a Bachelor of Engineering
from the University of British Columbia in 1995 and is a member of the
Professional Engineers and Geoscientists of British Columbia.
FREDERIC A. MAYER, PRESIDENT AND A DIRECTOR. Mr. Mayer, age 42, was
appointed to the Board in 2000. From May 1998 to early 2000, Mr. Mayer has
served as Vice President - Finance and Secretary/Treasurer of the Company. Prior
to May 1998, Mr. Mayer acted as the Managing Director of Mayer and Associates
and prior to 1995, Mr. Mayer was president of O'Brien Energy Services Company.
Previously, Mr. Mayer was a manager of Coopers and Lybrand. Mr. Mayer graduated
from Pennsylvania State University and is a certified public accountant. Mr.
Mayer was promoted to president in early 2000.
4
ROBERT F. HUSSEY, DIRECTOR. Mr. Hussey, age 52, was appointed to the
Board in 2000. Mr. Hussey is a private investor and was previously the President
and Chief executive Officer of MetroVision of No. America, Inc. Mr. Hussey
serves on the Board of Advisors for the Kaufmann Fund, Josephthal & Co., Inc.
and Argentum Capital Partners I and II. He also serves on the Board of Directors
of Digital Data, Inc., Nur Macroprinters Ltd, IVEX Corp. and American Digital
Media. Mr. Hussey received an M.B.A. from George Washington University.
RICHARD F. ALBOSTA, DIRECTOR. Mr. Albosta, age 62, was appointed to the
Board in 2000. Mr. Albosta has been a consultant to companies engaged in energy,
engineering, construction and environmental businesses for more than five years.
Mr. Albosta previously served as Chairman, President and Chief Executive Officer
of Ebasco Services Inc. Mr. Albosta also serves on the Board of Directors of
Columbia Energy group, ConnXt, Inc. and Alba Group, Inc. Mr. Albosta received an
M.B.A. from the Wharton School of business.
GERALD R. CUMMINS, DIRECTOR. Mr. Cummins, age 74, has been a director
since October 1990 and a private investor and independent business consultant
for more than five years. He served as chairman of the New York State Thruway
Authority. He was the campaign manager for the Honorable Hugh L. Carey, the
former Governor of New York. Mr. Cummins received a bachelor's degree from
Manhattan College.
BOARD AND COMMITTEE MEETINGS
The Company has a standing Audit Committee of the Board, which was
formed in June 1992. The functions of the Audit Committee are to oversee the
Company's system of internal accounting controls, recommend to the Board and the
stockholders the appointment of a firm of certified public accountants to
conduct the annual audit of the Company's financial statements, review the scope
of the audit, review reports from the independent auditors, and make such
recommendations to the Board in connection with the annual audit as it deems
appropriate. The Audit Committee did not meet during 2000. The current Audit
Committee consists of non management directors: Richard Albosta
(Chairman),Robert Hussey and Herbert L. Oakes.
In September 1994, the Company formed a Compensation Committee which
replaced the Stock Option Committee. The Compensation Committee reviews the
compensation of the management of the Company and the Company's compensation
policies and practices. The Compensation Committee also administers the
Company's 1993 Stock Incentive Plan, including the grant of options thereunder.
The Compensation Committee did not meet during 2000. The current members of the
Compensation Committee are Gerald Cummins (Chairman), Richard Albosta and Robert
Hussey.
The Company has a standing Executive Committee of the Board. During
the intervals between the meetings of the Board, the Executive Committee may
exercise all the powers of the Board in the management and direction of the
business of the Company, in such manner as such committee shall deem to be in
the interest of the Company, and in all cases in which specific directions shall
not have been given by the Board, subject to the limitations imposed by statute
or the Certificate of Incorporation. It also has the authority to approve
responses to bid requests and make unsolicited proposals for development or sale
of electric power. The Executive Committee did not meet during 2000. The current
members of the Executive Committee are Gerald R. Cummins, John D. Kuhns and
Robert F. Hussey
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The Company does not have a Nominating Committee.
During 2000, the Board held four meetings. During 2000, each director
attended at least 75 percent of the total number of meetings of the Board held
during the period for which he has been a director.
DIRECTORS' COMPENSATION
Directors who are also full-time employees of the Company or any of its
subsidiaries do not receive additional compensation for their services as
directors. Each director who is not a full-time employee of the Company or any
of its subsidiaries received a stock grant of 20,000 shares of common stock for
compensation for being directors during 2000. All directors are also entitled to
reimbursement of their expenses incurred to attend meetings of the Board.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for the fiscal years indicated, all
compensation awarded to, earned by or paid to the four most highly compensated
executive officers of the Company other than the CEO whose salary and bonus
exceeded $100,000 with respect to the fiscal year ended December 31, 2000 and
1999 and who were employed by the Company during the fiscal year ended December
31, 2000 (together with the CEO, the "Named Executive Officers").
Annual Compensation
------------------------------------
Name and Termination/
Principal Position Year Salary Bonus
Frederic A. Mayer 2000 $128,000 $15,000
President
Vitold Jordan 2000 10,417 -
Previous CEO 1999 125,000 104,167
Frederic A Mayer 1999 $108,000 $45,000
Vice President-Finance
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OPTION GRANTS TABLE.
The following table sets forth certain information regarding stock
option grants made to each of the Named Executive Officers during the fiscal
year ended December 31, 2000. No options were granted during 1999.
Option Grants in Fiscal Year 2000 and 1999
Individual Grants
Potential Realizable
Value at
Assumed Annual
Name Number of % of Total Exercise Expiration Rates of Stock Price
Securities Options Price ($/sh) Date Appreciation
Underlying Granted to for Option Term
Options Employees 5%($) 10%($)
Granted (#) Fiscal Year
Frederic A. Mayer 120,000 85.71% $ .65 (1) - -
Granted 2000
Mary E. Fellows 20,000 14.29% $.70 (1) - -
Granted 2000
(1) Earlier of seven years or termination from the Company.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
The Company accounts for its stock based compensation using the intrinsic
value method prescribed by APB Opinion No. 25, whereby no compensation cost for
stock options is recognized for stock option awards granted at or above market
value.
The weighted average fair value of options granted during 2000 estimated
on the date of grant using the Black-Sholes option pricing model was $10,600.
The estimate was computed using dividend yield of 0%, expected volatility of
38.5%, risk free interest rate range of 5.82% to 6.53% and expected lives of
three to seven years.
LONG-TERM INCENTIVE AND PENSION PLANS.
In April 1993, the Company adopted the 1993 Stock Incentive Plan (the
"1993 Plan") which was approved by the Company's stockholders in May 1993. The
1993 Plan replaced the Company's previous stock option plan, the 1989 Stock
Incentive Plan (the "1989 Plan"), except as to options outstanding under the
1989 Plan. Under the 1993 Plan, the Company may reward to employees, directors
and consultants of the Company and its subsidiaries incentive and non-qualified
stock options, stock appreciation rights, restricted stock grants, performance
awards and any combination of any or all of such awards. The Board of Directors
has delegated its powers under the 1993 Plan to its Compensation Committee (the
"Compensation Committee"). Awards may not be granted under the 1993 Plan after
December 31, 2003. An aggregate of 500,000 shares of Common Stock may be issued
7
under the 1993 Plan, except that any shares as to which awards granted under the
1989 Plan may lapse, expire or be canceled be available for issuance under the
1993 Plan. If any awards expire or terminate for any reason, the shares subject
to such awards are again available for future awards under the 1993 Plan. Awards
are not transferable except by will or the laws of descent and distribution.
Whether an award may be exercised after termination of employment is determined
by such Committee, subject to certain limitations. The Board of Directors is
presenting a proposal to the Annual Meeting to increase the number of shares
subject to the 1993 Plan from 500,000 to 1,350,000.
EMPLOYMENT AGREEMENTS.
Mr. Fred Mayer was appointed President of the Company pursuant to a
renewable, three-year employment agreement commencing March 1, 2000. His
compensation was set at $132,000 base salary the first year, $144,000 the second
year and $156,000 the third year plus an annual bonus based upon performance
determined by the Board. Upon execution of the employment contract, Mr. Mayer
was awarded 120,000 options to purchase Common Shares at $0.65 each, with
monthly vesting throughout the term of the contract.
Mr. Vitold Jordan had been the CEO of the Company pursuant to a
renewable, two-year, employment agreement commencing May 1, 1998. His
compensation was set at $125,000 base per annum plus an annual bonus based upon
performance determined by the Board. Upon execution of the employment contract,
Mr. Jordan received a past performance bonus of $25,000 and was awarded 120,000
options to purchase Common Shares at 30 cents each, one third vesting at
signature and the balance over two years. Prior to May 1, 1998 and since August
1996 Mr. Jordan acted as the Interim CEO of the Company pursuant to a management
services contract between the Company and DBCO. During that time, being an
employee and officer of DBCO, Mr. Jordan did not receive any direct compensation
from the Company. Effective January 31, 2000, Mr. Jordan's contract was
terminated.
Mr. Fred Mayer had been the Vice President-Finance of the Company
pursuant to a renewable, two-year, employment agreement commencing May 1, 1998.
His compensation is set at $108,000 base per annum plus an annual bonus based
upon performance determined by the Board. Upon execution of the employment
contract, Mr. Mayer received a past performance bonus of $25,000 and was awarded
100,000 options to purchase Common Stock at $0.30 each, one third vesting at
signature and the balance over two years.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION.
This report, prepared by the Company's Board of Directors, addressed
the Company's compensation policies with respect to its executive officers for
the fiscal year ended December 31, 2000.
Salary. The Compensation Committee is responsible for determining the
salaries of all executive officers of the Company. Salaries paid to executive
officers reflect their responsibilities, diligence and determination in working
toward the achievement of established corporate objectives. Management
compensation guidelines were established by the Compensation Committee in
consultation with independent advisors with experience in the field.
8
Stock Incentives. The Compensation Committee has full power, discretion
and authority in administering the Company's 1993 Stock Incentive Plan. The
Committee believes that stock ownership by employees, including officers, of the
Company, is important as a means of rewarding outstanding performance and
promoting the achievement of long-term corporate goals by giving those persons a
greater proprietary interest in the Company. No options were granted to officers
or employees of the Company in 2000.
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Lazar, Levine & Felix, LLP has audited the financial
statements of the Company for each of the two fiscal years ended March 31, 1999
and for the fiscal year ended December 31, 2000. The Board of Directors desires
to continue the services of Lazar, Levine & Felix, LLP for the current fiscal
year ending December 31, 2001. Accordingly, the Board of Directors will
recommend at the Meeting that the stockholders ratify the appointment by the
Board of Directors of the firm of Lazar, Levine & Felix, LLP to audit the
financial statements of the Company for the current fiscal year. Representatives
of that firm are expected to be present at the Meeting, shall have the
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE APPOINTMENT OF
LAZAR LEVINE & FELIX, LLP
ITEM 3. PROPOSAL TO AMEND THE 1993 STOCK OPTION PLAN TO INCREASE THE NUMBER
OF COMMON SHARES AUTHORIZED FOR ISSUANCE THEREUNDER
The Board of Directors of the Company has unanimously approved an
amendment to the Company's 1993 Stock Option Plan. The proposed amendment is to
increase the number of shares of the Company's common stock authorized for
issuance under the Plan by 850,000 shares, from 500,000 shares to 1,350,000
shares (25.3% of the issued and outstanding stock of the Company). This
amendment increasing the number of shares authorized for issuance under the Plan
is being requested due to the fact that, of the 500,000 shares currently
reserved for issuance, 360,000 have been reserved for issuance to date, leaving
only 140,000 shares which may be issued subject to option in the future. The
Company requires the additional options to fulfill its commitments to various
employees and consultants and to attract additional qualified employees and
consultants. In order to allow the Company to attract, retain and motivate these
new employees, management believes that it is in the best interests of the
Company to increase the number of shares reserved for issuance under the Plan.
9
REQUIRED VOTE
The approval of the amendment to the 1993 Stock Option Plan requires
the affirmative vote of a majority of the issued and outstanding shares of the
Common Stock. An abstention will be counted toward the tabulation of votes cast
and will have the same effect as a vote against the proposal. A broker non-vote,
however, will not be treated as a vote cast for or against approval of the
proposal.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE APPROVAL OF THE AMENDMENT TO THE 1993 STOCK OPTION PLAN.
OTHER MATTERS
The Board does not know of any matters that will be presented for
action at the Annual Meeting other than those described above and matters
incident to the conduct of the meeting. If, however, any other matters not
presently known to management should come before the Annual Meeting, it is
intended that the shares represented by the accompanying proxy will be voted on
such matters in accordance with the discretion of the holders of such proxy.
ANNUAL REPORT
The Company's 2000 Annual Report is being mailed to stockholders
contemporaneously with this Proxy Statement.
FORM 10-KSB
UPON THE WRITTEN REQUEST OF A RECORD HOLDER OR BENEFICIAL OWNER OF COMMON STOCK
ENTITLED TO VOTE AT THE MEETING, THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY
OF ITS ANNUAL REPORT ON FORM 10-KSB FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2000. REQUESTS SHOULD BE MAILED TO
CORPORATE SECRETARY, THE NEW WORLD POWER CORPORATION, THE FARMHOUSE, 558 LIME
ROCK ROAD, LIME ROCK, CONNECTICUT 06039.
COST OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. Proxies
may be solicited by directors, officers and regular employees of the Company in
person, by telephone or telegram. The Company will request brokers and nominees
to obtain voting instructions of beneficial owners of shares of Common Stock
registered in their names and will reimburse them for their expenses incurred in
connection therewith.
10
STOCKHOLDER PROPOSALS FOR 2002
The Company intends to conduct its 2002 annual meeting in May 2002.
Pursuant to Securities and Exchange Commission regulations, stockholder
proposals submitted for next year's proxy statement must be received by the
Company no later than the close of business on January 2, 2002, in order to be
considered. Proposals should be addressed to the Corporate Secretary, The New
World Power Corporation, The Farmhouse, 558 Lime Rock Road, Lime Rock,
Connecticut 06039.
By Order of the Board of Directors,
Mary Elizabeth Fellows,
Secretary
April 16, 2001
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE NEW WORLD POWER CORPORATION
PROXY - ANNUAL MEETING OF STOCKHOLDERS
MAY 15, 2001
The undersigned, a stockholder of New World Power Corporation, a
Delaware corporation (the "Company"), does hereby appoint Frederic A. Mayer the
true and lawful attorney and proxy with full power of substitution, for and in
the name, place and stead of the undersigned, to vote all of the shares of
Common Stock of the Company which the undersigned would be entitled to vote if
personally present at the 2001Annual Meeting of Stockholders of the Company to
be held at the Harvard Club, 27 West 44th Street, New York, New York, on May 15,
2001, at 9:30 A.M., Local Time, or at any adjournment or adjournments thereof.
The undersigned hereby revokes any proxy or proxies heretofore given
and acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy
Statement, both dated April 16, 2001, and a copy of the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2000.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. UNLESS
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT THE DIRECTORS, TO
INCREASE THE NUMBER OF SHARES SUBJECT TO THE 1993 PLAN, TO APPROVE THE
APPOINTMENT OF THE AUDITORS AND IN THE DISCRETION OF THE PROXY ON SUCH OTHER
MATTERS AS MAY COME BEFORE THE MEETING.
1. To elect the following directors: Jr., John D. Kuhns, Herbert L. Oakes,
Fredric A. Mayer, Alan Stephens and Gregory J. Sunell, Gerald Cummins, Robert
Hussey and Richard Albosta to serve as directors until the 2001 annual meetings
of stockholders of the Company and until their successors shall be duly elected
and qualified.
FOR All OF THE NOMINEES \___\
WITHHOLD AUTHORITY FOR ALL NOMINEES \___\
AGAINST ALL NOMINEES \___\
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), PRINT NAME BELOW:
- --------------------------------------------------------------------------------
2. To ratify the appointment of Lazar, Levive & Felix, LLP as independent
auditors for The New World Power Corporation for the fiscal year ending December
31, 2001.
FOR \___\ AGAINST \___\ ABSTAIN \___\
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3. To approve the propoal to increase the number of shares subject to the 1993
Stock Option Plan from 500,000 to 1,350,000.
FOR \___\ AGAINST \___\ ABSTAIN \___\
4. DISCRETIONARY AUTHORITY: To vote with discretionary authority with respect to
all other matters which may come before the Meeting.
NOTE: Your signature should appear the same as your name appears hereon. In
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a proxy is given by a corporation,
it should be signed by an authorized officer and the corporate seal affixed. No
postage is required if mailed in the United States.
Signature:_________________________ Date___________
Signature:_________________________ Date___________
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW:
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