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United States Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
sec. 240.14a-11(c) or sec. 240.14a-12
NUTRACEUTIX, INC.
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- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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 registrant 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:
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NUTRACEUTIX, INC.
8340 - 154TH AVENUE N.E.
REDMOND, WASHINGTON 98052
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 1999
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To the Stockholders of Nutraceutix, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
NUTRACEUTIX, INC. (the "Company"), a Delaware corporation, will be held at The
Edgewater Hotel, Pier 67, 2411 Alaskan Way, Seattle, Washington on Tuesday, May
25, 1999 at 10:00 a.m., Pacific Daylight Savings time. The purposes of the
Annual Meeting will be:
1. To elect two directors to serve as the Class 1 directors on the
Company's Board of Directors for a three-year term (Proposal No. 1); and
2. To consider and act upon any other matter which may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 15, 1999,
as the record date for determining the stockholders entitled to notice of and to
vote at the meeting or any adjournment thereof. Only holders of record of Common
Stock of the Company at the close of business on the record date will be
entitled to notice of and to vote at the meeting and any adjournment thereof.
All stockholders are cordially invited to attend the Annual meeting. A
review of the Company's operations for the year ended December 31, 1998 will be
presented. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD, WHICH YOU MAY REVOKE AT ANY TIME PRIOR
TO ITS USE. A prepaid, self-addressed envelope is enclosed for your convenience.
Your shares will be voted at the meeting in accordance with your proxy. If you
attend the meeting, you may revoke your proxy and vote in person.
By Order of the Board of Directors
/s/ WILLIAM D. ST. JOHN
William D. St. John
President and Chairman of the Board
Redmond, Washington
April 23, 1999
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NUTRACEUTIX, INC.
8340 - 154TH AVENUE N.E.
REDMOND, WASHINGTON 98052
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 1999
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying Annual Report to Stockholders,
the Notice of Annual Meeting and the proxy card are being furnished to the
stockholders of Nutraceutix, Inc., a Delaware corporation (the "Company"), in
connection with the solicitation of proxies by the Company's Board of Directors
for use at the Company's 1999 Annual Meeting of Stockholders (the "Annual
Meeting") to be held at The Edgewater Hotel, Pier 67, 2411 Alaskan Way, Seattle,
Washington, on May 25, 1999 at 10:00 a.m., Pacific Daylight Savings Time, and
any adjournment thereof. All expenses of the Company associated with this
solicitation will be borne by the Company. The solicitation of proxies by mail
may be followed by personal solicitation of certain shareholders by officers or
regular employees of the Company.
The two persons named as proxies on the enclosed proxy card, William D. St.
John and Steven H. Moger, were designated by the Board of Directors. All
properly executed proxies will be voted (except to the extent that authority to
vote has been withheld) and where a choice has been specified by the stockholder
as provided in the proxy card, it will be voted in accordance with the
specification so made. Proxies submitted without specification will be voted FOR
Proposal No. 1 to elect the two nominees as Class 1 directors proposed by the
Board of Directors.
A proxy may be revoked by a stockholder prior to its exercise by written
notice to the Secretary of the Company, by submission of another proxy bearing a
later date or by voting in person at the Annual Meeting. Such notice or later
proxy will not affect a vote on any matter taken prior to the receipt thereof by
the Company.
These proxy materials and the accompanying Annual Report to Stockholders
are being mailed on or about April 26, 1999 to stockholders of record on April
15, 1999 of the Company's Common Stock. The principal executive office and
mailing address of the Company is 8340 - 154th Avenue N.E., Redmond, Washington
98052.
VOTING AT THE MEETING
The shares of Common Stock constitute the only class of securities entitled
to notice of and to vote at the Annual Meeting. In accordance with the Company's
Bylaws, the stock transfer records were compiled on April 15, 1999, the record
date set by the Board of Directors for determining the stockholders entitled to
notice of, and to vote at, the Annual Meeting and any adjournment thereof. On
April 15, 1999, there were 17,489,812 shares of Common Stock outstanding and
entitled to vote.
Each share of Common Stock outstanding on the record date is entitled to
one vote per share at the Annual Meeting. Shares registered in the names of
brokers or other "street name" nominees for which proxies are voted on some but
not all matters will be considered to be voted only as to those matters actually
voted, and will not be considered "shares present" as to the matters with
respect to which a beneficial holder has not provided voting instructions
(commonly referred to as "broker non-votes"). If a quorum (consisting of a
majority of the shares of Common Stock outstanding as of the record date) is
present at the Annual Meeting, the two nominees for the director positions to be
elected who receive the greatest number of votes cast by the shares of Common
Stock present in person or represented by proxy at the Annual Meeting and
entitled to vote shall be elected.
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Directors are elected by a plurality of the votes cast and only votes cast
in favor of a nominee will have an effect on the outcome. Therefore, abstention
from voting or broker non-votes will have no effect thereon.
ELECTION OF DIRECTORS
In accordance with the Company's Bylaws, the Board of Directors shall
consist of no less than 4 and no more than 12 directors, the specific number to
be determined by resolution adopted by the Board of Directors. The size of the
Board is currently set at five persons, and the Board of Directors is divided
into three classes, with staggered three-year terms. Class 1 and Class 3 each
consists of two directors, and Class 2 consists of one director. Two Class 1
directors will be elected at the Annual Meeting.
The Class 2 director, Herbert L. Lucas, has been elected to a term that
expires in 2000. The Class 3 directors, William D. St. John and Daniel B. Ward,
have been elected to terms that expire in 2001.
NOMINEES FOR DIRECTOR (PROPOSAL NO. 1)
The name and certain information concerning the persons to be nominated by
the Board of Directors at the Annual Meeting are set forth below. THE BOARD OF
DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES
NAMED BELOW. Shares represented by proxies will be voted for the election of the
persons named below unless authority has been withheld in the proxy. The
nominees have consented to serve as directors. The Board of Directors has no
reason to believe that the nominees will be unable to serve as directors. In the
event of the death or unavailability of the nominees, the proxy holders will
have discretionary authority under the proxy to vote for suitable substitute
nominees as the Board of Directors may recommend. Proxies may not be voted for
more than two nominees. The Board of Directors has nominated the persons named
in the following table:
NAME AGE HAS BEEN A DIRECTOR SINCE
---- --- -------------------------
Arthur S. Pearson........................................ 71 1998
(Class 1, three-year term)
Carl W. Schafer.......................................... 63 1995
(Class 1, three-year term)
Arthur S. Pearson was elected to the Board of Directors in December, 1998
to fill a vacancy created by the resignation of Dr. Gilbert S. Omenn. Since
1981, Mr. Pearson has managed Arthur S. Pearson Associates, Management
Consultants. From 1977 to 1981, Mr. Pearson was Corporate Vice President of
Advertising of Standard Brands/Nabisco. Prior thereto, he served in senior
marketing positions at Bristol Myers Co. from 1963-1977; his last position was
Director of Marketing Services of the Clariol division. From 1960 to 1963, Mr.
Pearson was Director of Marketing Research, Ralston Purina.
Carl W. Schafer has served as a member of the Board of Directors since
1995. He has served as President of the Atlantic Foundation since 1990 and from
1987 to 1990 was a principal of Rockefeller & Co., Inc. Prior thereto, he was
the Financial Vice President, Treasurer and Chief Financial Officer of Princeton
University. Mr. Schafer was also chairman of the Investment Advisory Committee
of the Howard Hughes Medical Institute from 1985 to 1992. Mr. Schafer joined
Princeton in 1969 after serving as a principal staff assistant to the Committee
on Appropriations, U.S. House of Representatives. Mr. Schafer serves as a
director and/or trustee of a number of corporations and foundations, including
Frontier Oil Corporation, the Paine Webber and Guardian groups of mutual funds,
Evans Systems, Inc., Harbor Branch Institution, Electronic Clearing House, Inc.,
Roadway Express, Inc. and Base Ten Systems, Inc.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held seven (7) meetings and took action pursuant to
seven (7) unanimous written consents during the year ended December 31, 1998.
During 1998, the members of the Compensation Committee were Mr. Lucas, Dr.
Omenn, Mr. Schafer and Mr. Ward. The Compensation Committee is responsible for
setting the compensation of the Chief
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Executive Officer and consults with the Chief Executive Officer regarding the
compensation of other corporate officers. The Compensation Committee held one
(1) meeting during 1998. During 1998, the members of the Audit Committee were
Mr. Lucas, Dr. Omenn, Mr. Schafer and Mr. Ward. The Audit Committee did not meet
during 1998. During 1998, the members of the Nominating Committee were Mr.
Lucas, Mr. St. John and Dr. Omenn. The Nominating Committee did not meet during
1998.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 1999, certain information
furnished to the Company with respect to ownership of the Company's Common Stock
of (i) each director and director nominee, (ii) the Chief Executive Officer,
(iii) all persons known by the Company to be beneficial owners of more than five
percent (5%) of the Company's Common Stock, and (iv) all executive officers and
directors as a group.
NUMBER PERCENT OF
OF SHARES
STOCKHOLDER SHARES OUTSTANDING(1)
----------- --------- -----------------
Consolidated Nutrition, L.C.(2)........................... 1,920,000 10.98%
12700 W. Dodge Road
Omaha, NE 68154-6103
Brian Jackson............................................. 1,250,000 7.15%
80 Whitehorn Drive
Miami Springs, FL 33166-5057
William D. St. John(3).................................... 1,380,983 7.90%
Herbert L. Lucas(4)....................................... 623,824 3.57%
Arthur S. Pearson......................................... 17,000 *
Carl W. Schafer(5)........................................ 235,000 1.34%
Daniel B. Ward(6)......................................... 208,000 1.19%
All Directors and Executive Officers as a group (8
persons)(7)............................................. 2,801,764 16.03%
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* Less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes voting and investment power
with respect to shares. Except as otherwise indicated, the stockholders
identified in this table have sole voting and investment power with regard
to the shares shown as beneficially owned by them. Shares of Common Stock
subject to options or warrants currently exercisable or exercisable within
60 days after March 31, 1999 are deemed outstanding for computing the
percentage ownership of the person holding such options or warrants, but are
not deemed outstanding for computing the percentage of any other person.
(2) As permitted by Rule 13d-4, Consolidated Nutrition, L.C. disclaims
beneficial ownership within the meaning of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934 of the 1,920,000 shares of Common Stock of
the Company ("Disclaimed Shares"). Consolidated Nutrition, L.C. declares
that the Disclaimed Shares should be held in the name of Premiere Agri
Technologies, Inc., a Delaware corporation and a wholly owned subsidiary of
Archer-Daniels-Midland Company, a Delaware corporation. Consolidated
Nutrition, L.C. is 50% owned by Archer-Daniels-Midland Company. The
Disclaimed Shares were acquired by Consolidated Nutrition, L.C. (successor
to Central Soya Company, Inc. and Premiere Agri Technologies, Inc.) pursuant
to the exchange of shares resulting in the acquisition of BioTechniques
Laboratories, Inc. ("BTL") by the Company in 1995.
(3) Includes 248,001 shares subject to options exercisable as of May 30, 1999,
of which 73,334 shares are subject to options held by Patricia A. St. John,
Mr. St. John's wife.
(4) Includes 195,000 shares subject to options exercisable as of May 30, 1999.
(5) Includes 225,000 shares subject to options exercisable as of May 30, 1999.
(6) Includes 195,000 shares subject to options exercisable as of May 30, 1999.
(7) Includes 976,322 shares subject to options exercisable as of May 30, 1999.
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DIRECTORS AND EXECUTIVE OFFICERS
The following table identifies the current directors and executive officers
of the Company, the positions which they hold, and the year in which they began
serving in their respective capacities. Officers of the Company are elected by
the Board of Directors immediately following each Annual Meeting of the
Company's stockholders to hold office until their successors are elected and
qualified.
NAME AGE CURRENT POSITION(S) WITH COMPANY POSITION HELD SINCE
- ---- --- -------------------------------- -------------------
William D. St. John................ 47 President, Chairman of the Board, 1995
Director (Class 3, exp. 2001)
Patricia A. St. John............... 47 Vice President of Administration, 1997
Secretary and Treasurer
Steven H. Moger.................... 35 Vice President of Operations 1997
Lyndon C. Johnson.................. 42 Vice President of Sales and 1998
Marketing
Herbert L. Lucas................... 72 Director (Class 2, exp. 2000) 1995
Arthur S. Pearson.................. 71 Director (Class 1, exp. 1999) 1998
Carl W. Schafer.................... 63 Director (Class 1, exp. 1999) 1995
Daniel B. Ward..................... 71 Director (Class 3, exp. 2001) 1995
For information on the business background of Mr. Pearson and Mr. Schafer,
See "Nominees For Director" above.
William D. St. John has served as the Company's President and Chairman of
the Board since 1995, and as President and Chairman of the Board of
BioTechniques Laboratories, Inc. ("BTL"), a subsidiary of the Company, for the
past 15 years. From 1986 to 1989, Mr. St. John was CEO of Ecova, Inc., a leader
in bioremediation. Prior to joining Ecova, he was a Manager of Northwest
Bio-engineering, which developed proprietary enzymatic systems for the
conversion of organic waste streams into animal feed and fertilizers. He was
previously employed as a consultant to Tempa, Inc., an Alaska-based manufacturer
of animal feed concentrates, and as a scientist for both the Department of
Fisheries/Food Science, University of Washington and the Food and Drug
Administration. Mr. St. John received his B.Sc. from Seattle University in 1973
and MS in Micro/Molecular Biology from Ohio State University in 1975.
Patricia A. St. John has served in various management positions at BTL for
the past 14 years, including the last ten years as Director of Corporate
Relations. In December of 1997, Mrs. St. John was promoted to Vice President of
Administration of the Company. From 1986 to 1988 Mrs. St. John was the Director
of Corporate Relations for Ecova, Inc. a leader in bio-remediation. Prior to
these positions, Mrs. St. John held administrative positions with the May's Drug
Store chain. She is the wife of William D. St. John.
Steven H. Moger has served in various financial management positions for
BTL for the past 12 years. For the past four years, Mr. Moger has served as the
Controller/General Manager of the Company. In December of 1997 Mr. Moger was
promoted to Vice President of Operations/General Manager. Mr. Moger received his
BA in Accounting from Western Washington University in 1986 and obtained his CPA
in 1989.
Lyndon C. Johnson has served in various management positions in the
nutrition industry during the last fifteen years. Mr. Johnson was named Vice
President of Sales and Marketing of the Company in August of 1998. From July of
1997 to August of 1998, Mr. Johnson was with Olympian Laboratories, Inc., as
Vice President of Sales and Marketing. From 1991 to 1997, he was Vice President
for Weider Nutrition International, Mass Market Division and National Sales
Manager of Health Food and Private Label Division for Weider. From 1982 to 1990,
Mr. Johnson was the Area Director/General Manager of the western regional market
of Nutri/System Weight Loss Centers. Mr. Johnson attended the University of
Utah.
Herbert L. Lucas has served as a member of the Company's Board of Directors
since 1995, and as a director of BTL since 1983. Mr. Lucas was with Carnation
International, a multinational food processing company, from 1963 to 1981,
rising to the position of President and Director. Mr. Lucas serves on the board
of several corporations and non-profit institutions, including the Wellington
Trust Company, Boston; The J. Paul Getty Trust, Los Angeles, and the Winrock
International Institute for Agricultural Development, Morrilton,
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Arkansas. Mr. Lucas received his BA from Princeton University in 1950 and MBA
from the Harvard University School of Business Administration in 1952.
Daniel B. Ward has served as a member of the Company's Board of Directors
since 1995 and as a director of BTL since 1983. Since 1977 he has had his own
financial consulting firm which specializes in mergers and acquisitions. From
1976 to 1977, Mr. Ward was Vice President of Finance for Norfin, Inc., a
business machine manufacturer. From 1972 to 1975 he was Regional Director of the
Small Business Administration and from 1966 to 1972 was Director of the
Washington State Department of Commerce and Economic Development. Mr. Ward
received his BA from Princeton University in 1950.
Officers serve at the discretion of the Company's Board of Directors.
William D. St. John and Patricia A. St. John are husband and wife. No other
family relationship exists among any directors or executive officers of the
Company or the nominees for election to the Company's Board of Directors.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows all the cash compensation paid by the Company to
the President, as well as certain other compensation paid during the fiscal
years indicated. No other officer earned total salary and bonus in excess of
$100,000 for the periods indicated.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------------- -------------------
OTHER SECURITIES
ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
- --------------------------- ---- ------- ----- ------------ -------------------
William D. St. John,................ 1998 148,500(1) 8,000(2) 36,015(3) 20,000
President 1997 119,000 8,000(2) 62,411(3) 30,000
1996 119,000 8,000(2) 51,757(3) 148,000
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(1) Mr. St. John received an annual base salary of $119,000 until April 1998.
From April 1998 to May 1998, his annual salary was $150,000. In October
1998, his annual salary was increased to $175,000.
(2) Consists of premiums paid by the Company for key-man life insurance and term
insurance.
(3) Other Annual Compensation consists of commissions. Mr. St. John received a
commission on the Company's gross sales, as follows: .65% on all sales,
additional 2% over $150,000. All commissions payable to Mr. St. John on the
Company's sales terminated in May 1998.
The following table sets forth all individual grants of stock options made
by the Company during the fiscal year ended December 31, 1998 to Mr. St. John.
Mr. St. John did not exercise any options during 1998.
OPTION GRANTS IN LAST FISCAL YEAR
NUMBER OF PERCENT OF TOTAL EXERCISE
SECURITIES OPTIONS GRANTED TO OR BASE
UNDERLYING OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR(1) ($/SHARE) DATE
- ---- ------------------ ------------------ --------- ----------
William D. St. John....................... 20,000 6.6% $1.00 01/30/08
- ---------------
(1) Based on stock options representing an aggregate of 303,598 shares of Common
Stock granted to employees during the fiscal year ended December 31, 1998.
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EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
The Company has a three year employment contract with its President,
William D. St. John, which commenced on April 1, 1998, and which is renewable
for an additional three-year period unless either party gives 180 days notice to
the other. The employment agreement provides for an initial base annual salary
of not less than $150,000. As of October 1, 1998, the base salary paid to Mr.
St. John increased from $150,000 to $175,000.
The Company has a three-year employment contract with Lyndon C. Johnson as
its Vice President of Sales and Marketing. The employment agreement commenced on
September 8, 1998. The employment agreement provides for an initial base salary
of $150,000 plus commissions and bonus not to exceed fifty percent (50%) of the
base salary. The bonus is earned if certain sales levels, profitability and
other objectives are met as determined on an annual basis by the Compensation
Committee.
DIRECTOR COMPENSATION
COMPENSATION OF DIRECTORS
The Company pays no additional remuneration to employees of the Company who
serve as directors. All directors are entitled to reimbursement for expenses
incurred in traveling to and from meetings of the Company's Board of Directors.
Effective October 1, 1998, the Board of Directors adopted the following
compensation plan for nonemployee directors ("Eligible Directors"): (a) upon
first joining the Board, the Eligible Director is granted 10,000 shares of the
Company's Common Stock (b) on October 1 of each year, each Eligible Director is
granted 10,000 shares of the Company's Common Stock, and (c) each Eligible
Director receives a quarterly cash retainer in the amount $2,500 for service as
a Director. Prior to adoption of this plan in October 1998, the Company granted
stock options to its non-employee directors. In January 1998, Mr. Lucas, Mr.
Omenn, Mr. Schafer and Mr. Ward were each granted nonqualified stock options
exercisable for 20,000 shares of the Company's Common Stock at a price of $1.00
per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Until May 1998, William D. St. John received certain commissions on the
Company's gross sales. See "Executive Compensation -- Summary Compensation
Table" above. Until May 1998, Steven H. Moger also received certain commissions
on the Company's gross sales. Mr. Moger received $12,833 in total commission
payments in 1998. All commissions payable to Mr. Moger on the Company's sales
terminated in May 1998.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's directors and
executive officers and persons who own more than ten percent of the outstanding
shares of the Company's Common Stock ("ten percent stockholders"), to file with
the SEC initial reports of beneficial ownership and reports of changes in
beneficial ownership of shares of Common Stock and other equity securities of
the Company. To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company or otherwise in its files and on written
representations from its directors, executive officers and ten percent
shareholders that no other reports were required, during the fiscal year ended
December 31, 1998, the Company's officers, directors and ten percent
stockholders complied with all applicable Section 16(a) filing requirements.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be included in the Company's Proxy
Statement for its 2000 Annual Meeting of Stockholders must be received by the
Company at its principal executive office no later than December 24, 1999.
According to the Company's Bylaws, proposals by shareholders intended to be
presented at the Company's 2000 Annual Meeting of Shareholders must be received
by the Company at its principal executive office not less than 75 and not more
than 90 days prior to the meeting.
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TRANSACTION OF OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors is not aware
of any other matters which may come before the Annual Meeting. It is the
intention of the persons named in the enclosed proxy card to vote the proxy in
accordance with their best judgment if any other matters do properly come before
the Annual Meeting.
Please return the enclosed proxy card as soon as possible. Unless a quorum
consisting of a majority of the outstanding shares entitled to vote is
represented at the Annual Meeting, no business can be transacted. Therefore,
please be sure to date and sign your proxy card exactly as your name appears on
your stock certificate and return it in the enclosed postage prepaid return
envelope. Please act promptly to insure that you will be represented at this
important meeting.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY
BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK ENTITLED TO VOTE AT THE
ANNUAL MEETING, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR THE COMPANY'S FISCAL YEAR
ENDED DECEMBER 31, 1998. WRITTEN REQUESTS SHOULD BE MAILED TO THE SECRETARY,
NUTRACEUTIX, INC., 8340 -- 154TH AVENUE N.E., REDMOND, WASHINGTON 98052.
By the Order of the Board of
Directors:
/s/ WILLIAM D. ST. JOHN
William D. St. John
President and Chairman of the Board
Dated: April 23, 1999.
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PROXY
NUTRACEUTIX, INC.
PROXY FORM
ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF NUTRACEUTIX, INC.
The undersigned shareholder of record of Nutraceutix, Inc., a
Delaware corporation (the "Company"), hereby appoints William D. St. John and
Steven H. Moger, or either of them acting in absence of the other, with full
power of substitution, as proxy to cast all votes which the undersigned
shareholder is entitled to cast at the Annual Meeting of Shareholders to be held
at 10:00 a.m. PDT on May 25, 1999, at The Edgewater Inn, Pier 67, 2411 Alaskan
Way, Seattle, Washington, or any adjournments or postponements thereof upon the
matters listed herein and in their discretion upon such other matters as may
properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. UNLESS DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 AND
IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF DIRECTORS
AS TO OTHER MATTERS. The undersigned hereby acknowledges receipt of the
Company's Proxy Statement and hereby revokes any proxy or proxies previously
given.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" WITHHOLD
ELECTION OF DIRECTORS FOR AUTHORITY PLEASE SIGN, DATE AND RETURN THIS PROXY
all nominees to vote for CARD TODAY IN THE ENCLOSED PRE-ADDRESSED
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR listed nominees ENVELOPE.
ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
NOMINEE'S NAME)
ELECTION OF DIRECTORS [ ] [ ] I PLAN TO ATTEND THE ANNUAL MEETING [ ]
I DO NOT PLAN TO ATTEND THE ANNUAL MEETING [ ]
Nominee: Arthur S. Pearson
Nominee: Carl W. Schafer If you receive more than one Proxy Card, please
sign and Return all such cards in the accompanying
envelope. Please return promptly in the enclosed
envelope which requires no postage if mailed in the
U.S.A.
Signature(s)______________________________________________________ Date _______________________________________
Please sign above exactly as your name appears on the Proxy Card. If shares are
registered in more than one name, all such persons should sign. A corporation
should sign in its full corporate name by a duly authorized officer, stating
his/her title. Trustee(s), guardian(s), executor(s) and administrator(s) should
sign in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by authorized person(s).
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
CUT ALONG LINE AND DETACH HERE