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
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 by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DYNACQ INTERNATIONAL, INC.
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(Name of Registrant as Specified in Its Charter)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Dynacq International, Inc.
10304 Interstate 10 East, Suite 369
Houston, Texas 77029
August 2, 2001
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Dynacq International, Inc., which will be held on Wednesday, August 29, 2001,
beginning at 10:00 a.m., Central Time, at 4301-B Vista, Pasadena, Texas, 77504.
Information about the Annual Meeting, including matters on which
shareholders will act, may be found in the notice of annual meeting and proxy
statement accompanying this letter. We look forward to greeting in person as
many of our shareholders as possible.
It is important that your shares be represented and voted at the meeting.
Whether or not you plan to attend the Annual Meeting, please complete, sign,
date, and promptly return the accompanying proxy in the enclosed envelope.
Returning the proxy does NOT deprive you of your right to attend the Annual
Meeting. If you decide to attend the Annual Meeting and wish to change your
proxy vote, you may do so automatically by voting in person at the meeting.
Sincerely yours,
/s/ Chiu Moon Chan
Chiu Moon Chan
President
Dynacq International, Inc.
10304 Interstate 10 East, Suite 369
Houston, Texas 77029
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On August 29, 2001
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The Annual Meeting of Shareholders of Dynacq International, Inc., will be
held at 4301-B Vista, Pasadena, Texas, 77504, on Wednesday, August 29, 2001, at
10:00 a.m., Central Time, for the following purposes:
1. Election of Directors. To elect four directors to the Board of
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Directors to serve until the 2001 Annual Meeting of Shareholders, or
until their respective successors are elected and qualified.
2. Ratification of Auditors. To ratify the selection of KenWood &
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Associates, P.C., as auditors for Dynacq for the fiscal year ending
August 31, 2001.
3. To transact any other business that may properly come before the
meeting.
Shareholders of record at the close of business on July 20, 2001, will be
entitled to notice of, and to vote at, this meeting.
By Order of the Board of Directors,
/s/ Chiu Moon Chan
Chiu Moon Chan
Secretary
Dated: August 2, 2001
Please date and sign the enclosed proxy and return it at your earliest
convenience in the enclosed envelope so that your shares will be voted if you
are not able to attend the Annual Meeting.
Dynacq International, Inc.
__________________________________
PROXY STATEMENT
_________________________________
Annual Meeting of Shareholders
The Board of Directors of Dynacq International, Inc., a Nevada corporation,
prepared this proxy statement for the purpose of soliciting proxies for our
Annual Meeting of Shareholders. Our Annual Meeting will be held at 4301-B
Vista, Pasadena, Texas, 77504, at 10:00 a.m., Central Time, on Wednesday, August
29, 2001, unless adjourned or postponed. The Board is making this solicitation
by mail, and Dynacq will pay all costs associated with this solicitation. This
proxy statement and accompanying notice of Annual Meeting and proxy are first
being mailed to shareholders on or about August 2, 2001. When you see the terms
"we", "our", or "Dynacq", it refers to Dynacq International, Inc. and its
subsidiaries.
Voting Rights And Solicitation Of Proxies
Our common stock is the only type of security entitled to vote at the
Annual Meeting. On July 20, 2001, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 14,777,092
shares of common stock outstanding. Each stockholder of record on July 20, 2001
is entitled to one vote for each share of common stock held by the stockholder
on July 20, 2001. Shares of common stock may not be voted cumulatively. All
votes will be tabulated by the inspector of election appointed for the meeting.
Abstentions and broker non-votes will be treated as shares which are present for
purposes of determining the existence of a quorum, but which are not present for
purposes of determining whether a proposal has been approved. The term "broker
non-vote" refers to shares held by a broker in street name which are present by
proxy, but which are not voted on a matter pursuant to rules prohibiting brokers
from voting on non-routine matters without instructions from the beneficial
owner of the shares. In the event a broker votes on a routine matter, such vote
will count as both present and voted for the purposes of determining whether a
proposal has been approved.
Quorum Required
Our Bylaws provide that the holders of 40% of our common stock issued and
outstanding and entitled to vote and that are present in person or represented
by proxy, shall constitute a quorum for the transaction of business at the
Annual Meeting. Abstentions and broker non-votes will be counted as present for
the purpose of determining the presence of a quorum.
Votes Required
Proposal 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person, or represented by proxy, and entitled to
vote at the Annual Meeting. This means the four nominees for director receiving
the highest number of affirmative votes will be elected. Abstentions and broker
non-votes will not be counted toward a nominee's total. Shareholders may not
cumulate votes in the election of directors.
Proposal 2. Ratification of the appointment of KenWood & Associates, P.C.
as our independent public accountants for the fiscal year ending August 31, 2001
requires the affirmative vote of a majority of those shares present in person,
or represented by proxy, and cast either affirmatively or negatively at the
Annual Meeting. Abstentions and broker non-votes will not be counted as having
been voted on the proposal and will have no effect on the proposal.
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Proxies
Whether or not you are able to attend the Annual Meeting, you are urged to
complete and return the enclosed proxy, which will be voted as you direct on
your proxy when properly completed. In the event no directions are specified,
such proxies will be voted FOR the nominees for election to the Board of
Directors (as set forth in Proposal No. 1), FOR Proposal No. 2, and in the
discretion of the proxy holders as to other matters that may properly come
before the Annual Meeting. You may also revoke or change your proxy at any time
before the Annual Meeting. To do this, send a written notice of revocation or
another signed proxy with a later date to the Secretary of the company at our
principal executive offices before the beginning of the Annual Meeting. You may
also automatically revoke your proxy by attending the Annual Meeting and voting
in person. All shares represented by a valid proxy received prior to the Annual
Meeting will be voted.
Solicitation of Proxies
We will bear the entire cost of solicitation, including the preparation,
assembly, printing, and mailing of this proxy statement, the proxy, and any
additional soliciting material furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to the beneficial owners.
In addition, we may reimburse these persons for their costs of forwarding the
solicitation material to the beneficial owners. The original solicitation of
proxies by mail may be supplemented by solicitation by telephone, telegram, or
other means by directors, officers, employees, or agents of the company. No
additional compensation will be paid to these individuals for any such services.
Proposal 1 - Election of Directors
The Board of Directors currently consists of four members. The Board has
nominated for re-election all the current members of the Board. Pursuant to our
Bylaws, the members of the Board of Directors serve for one-year terms. The
four nominees receiving the highest number of votes cast at the Annual Meeting
will be elected. If any of the nominees becomes unavailable for any reason or
if a vacancy should occur before the election (which events are not
anticipated), the shares represented by the enclosed proxy may be voted for such
other person or persons, recommended by the Board of Directors, as may be
determined by the holders of the proxy. Below is a table listing our directors,
executive officers, and significant employees, followed by their biographies:
Name Age Office Held
- ---- --- -----------
Chiu Moon Chan 48 Chairman of the Board of Directors, Chief
Executive Officer, President, and Secretary
Philip Chan 50 Director, Vice President--Finance,
Chief Financial Officer, and Treasurer
Stephen L. Huber 51 Director
Earl R. Votaw 74 Director
Director Nominees
Chiu Moon Chan has served as a director and as our President, Secretary,
and Chief Executive Officer since July 1992. Mr. Chan is a registered
pharmacist and since May 1978 was employed by various health care service
organizations in Houston, Texas prior to his affiliation with Dynacq. Mr. Chan
earned a Bachelor of Science degree in Pharmacy from the University of Houston.
Philip Chan has served as a director and as our Vice President--Finance,
Chief Financial Officer, and Treasurer since July 1992. Mr. Chan earned
advanced accounting degrees from the University of Houston and is a CPA
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in the State of Texas. Prior to his employment with Dynacq, Mr. Chan had
previous corporate and outside accounting experience. Philip Chan is not related
to Chiu Moon Chan.
Stephen L. Huber has served as a director of Dynacq since July 1992. Mr.
Huber is a registered pharmacist and earned a Bachelor of Science degree in
Pharmacy from the University of Houston. Since December 1991, Mr. Huber served
as the Deputy Division Head for patient care services at the University of Texas
M.D. Anderson Cancer Center. Mr. Huber joined M.D. Anderson in 1984 as
Assistant Director of Operations. In 1999, Mr. Huber joined Cortex
Communications, Inc., a medical education company, as President and Chief
Operating Officer. Mr. Huber continues to serve as a research consultant to
M.D. Anderson.
Earl R. Votaw has served as a director of Dynacq since July 1992. Mr.
Votow earned a Bachelor of Arts degree from the University of the Americas in
Mexico City and a certificate of graduation from the Graduate School of Mortgage
Banking from Northwestern University of Chicago. Prior to his retirement in
December 1993, Mr. Votaw served as a director and as the President and Chief
Executive Officer of Capital Bank, a Texas chartered bank located in Houston,
Texas, where he still serves as a director.
Committees of the Board and Attendance
The Board of Directors currently has standing Audit and Compensation
Committees. The Board of Directors does not have a nominating committee. All
nominees for directors are chosen by the entire Board of Directors.
The Audit Committee, comprised of Messrs. Huber and Votaw, held one meeting
during the last fiscal year, and it is authorized to nominate our independent
auditors and to review with the independent auditors the scope and results of
the audit engagement. The Audit Committee is also authorized to review and
assess our internal controls to evaluate business risk and to ensure compliance
with laws and regulations. For further information, see the "Audit Committee
Report" following Proposal 2 below.
The Compensation Committee, comprised of Messrs. Huber and Votaw, held one
meeting during our last fiscal year, and recommends compensation levels for our
executive officers and is authorized to consider and make grants of options
pursuant to any approved stock option plan and to administer the plans.
We held two Board meetings during the last fiscal year. Each director
attended at least 75% of all Board meetings and meetings of committees of which
each director was a member, either in person or by telephone conference calls.
Compensation of Directors
Messrs. Chiu Moon Chan and Philip Chan receive compensation only as
officers of Dynacq. Mr. Huber has a consulting agreement with Dynacq whereby he
receives $1,000 per month.
The Board of Directors unanimously recommends you vote "FOR" the election
of each of the nominees listed above.
Security Ownership of Certain Beneficial Owners and Management
As of July 20, 2001, 14,777,092 shares of our common stock were
outstanding. The following table sets forth, as of July 20, 2001, information
with respect to shares beneficially owned by: (a) each person who is known by us
to be the beneficial owner of more than 5% of our outstanding shares of common
stock, (b) each of our directors and the named executive officers named in the
Summary Compensation Table below, and (c) all current directors and executive
officers as a group.
Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act. Under this rule, some shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share the
power to vote or the power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a
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person if the person has the right to acquire shares (for example, upon exercise
of an option or warrant) within sixty days of the date as of which the
information is provided. In computing the percentage ownership of any person,
the amount of shares is deemed to include the amount of shares beneficially
owned by such person by reason of such acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in the following table
does not necessarily reflect the person's actual voting power at any particular
date.
To our knowledge, except as indicated in the footnotes to this table and
pursuant to applicable community property laws, 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. All share numbers reflect two separate two
for one stock dividends affected January 2000 and March 2001. Unless otherwise
indicated, the business address of the individuals listed is Dynacq
International, Inc., 10304 Interstate 10 East, Suite 369, Houston, Texas 77029.
Shares Beneficial Owned as of July 20, 2001
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Beneficial Owner Number of Shares Percent of Class
- --------------- ---------------- ----------------
Chiu Moon Chan 9,010,988 61.0%
Philip Chan 357,906 /(1)/ 2.4%
Stephen L. Huber 20,000 /(2)/ Less than 1%
Earl R. Votaw 20,000 /(3)/ Less than 1%
All current directors and executive officers as a 9,408,894 /(4)/ 63.4%
group (5 persons)
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(1) Includes an option to purchase 20,000 shares of common stock at an exercise
price of $4.4375 per share expiring December 2005.
(2) Consists of an option to purchase 20,000 shares of common stock at an
exercise price of $4.4375 per share expiring December 2005.
(3) Consists of an option to purchase 20,000 shares of common stock at an
exercise price of $4.4375 per share expiring December 2005.
(4) Includes options to purchase 60,000 shares of common stock all at an
exercise price of $4.4375 per share expiring December 2005.
Executive Compensation
The following table contains compensation data for our named executive
officers for the year ended August 31, 2000.
Summary Compensation Table
Name and
Principal Positions Year Annual Compensation Long Term Compensation
Awards
Securities
----------
Salary ($) Bonus($) Underlying Options (#)
---------- -------- ----------------------
Chiu Moon Chan, 2000 152,507 50,000 --
President, CEO, and
Secretary 1999 80,000 100,000 --
1998 80,000 -- --
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Philip Chan, CFO 2000 97,607 11,000 --
1999 53,300 -- --
1998 53,300 -- 96,000 /(1)/
(1) Reflects two separate two for one stock dividends affected January 2000 and
March 2001.
Options, Warrants, and Stock Appreciation Rights
We did not issue any options to our executive officers or directors during
the fiscal year ended August 31, 2000. During the fiscal year ended August 31,
2001, pursuant to our 2000 Incentive Option Plan, we have issued options to
purchase 20,000 shares, 20,000 shares, and 20,000 shares of our common stock to
Messrs. Philip Chan, Huber, and Votaw respectively, each with an exercise price
of $4.4375 per share and each expiring in December 2005.
The following table sets forth information concerning option exercises
during the fiscal year ended August 31, 2000 and option holdings as of August
31, 2000 with respect to our named executive officers.
Aggregated Option Exercises in Last Fiscal Year And FY-End Option
Values
Shares Number of Securities Value of Unexercised
Acquired on Value Underlying Unexercised In-the_Money
Name Exercise (#) Realized ($) Options at FY-End (#) Options at FY-End ($)
- ---- ------------ ----------- ----------------------- --------------------
Exercisable Unexercisable Exercisable Unexercisable
Chiu Moon Chan -- -- -- -- -- --
Philip Chan -- -- 333,606 -- 1,258,546/(1)/ --
(1) Based on the fair market value of our common stock on August 31, 2000 of
$4.46875 per share less the exercise price payable for such shares. The
price set forth above is adjusted to account for the two for one stock
dividend affected in March 2001.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive
officers, and the persons who beneficially own more than ten percent of our
common stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Copies of all filed reports are required to
be furnished to us. Based solely on the reports received by us and on the
representations of the reporting persons, we believe that these persons have
complied with all applicable filing requirements during the fiscal year ended
August 31, 2000.
Employment Contracts and Change-In-Control Arrangements
None of our executive officers have employment agreements, and they may
resign and their employment may be terminated at any time. Mr. Huber has a
consulting agreement with Dynacq that is discussed in the section entitled
"Related Party Transactions." Our 2000 Stock Option Plan provides for
accelerated vesting of the shares of common stock subject to outstanding options
in connection with certain changes in control of Dynacq.
Proposal 2 - Ratify the Election of KenWood & Associates, P.C.
The Board of Directors would like the shareholders to ratify the
appointment of KenWood & Associates, P.C., as independent auditors for Dynacq
for the fiscal year ending August 31, 2001. The engagement of KenWood &
Associates, P.C., for audit services has been approved by the Board of
Directors.
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A representative of KenWood & Associates, P.C., our principal accountants
for the current fiscal year and the most recently completed fiscal year, is
expected to be present at the Annual Meeting, will have the opportunity to make
a statement, and will be available to respond to appropriate questions.
In the event the shareholders do not ratify the appointment of KenWood &
Associates, P.C., as independent auditors for the fiscal year ending August 31,
2001, the Board of Directors will consider the adverse vote as direction to
select other auditors for the following year. However, because of the
difficulty in making any substitution of auditors so long after the beginning of
the current year, it is contemplated that the appointment for the current fiscal
year will be permitted to stand unless the Board finds other good reason for
making a change.
Audit Fees
The aggregate fees billed by KenWood & Associates, P.C. for professional
services rendered for the audit of our annual financial statements for the
fiscal year ended August 31, 2001, and for the reviews of the financial
statements included in our quarterly reports on Form 10-QSB for that fiscal year
were $52,000.
Financial Information Systems Design and Implementation Fees
KenWood & Associates, P.C. rendered no professional services to us for
information technology services relating to financial information systems design
and implementation for the fiscal year ended August 31, 2001.
All Other Fees
KenWood & Associates, P.C. rendered no other services other than the
services described above under "Audit Fees," for the fiscal year ended August
31, 2001.
The Board of Directors unanimously recommends you vote "FOR" the
ratification of the appointment of KenWood & Associates, P.C., as independent
auditors for the fiscal year ending August 31, 2001.
Audit Committee Report
In accordance with its written charter adopted by the Board of Directors
the Audit Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing, and
financial reporting practices of the company. The Audit Committee recommends to
the Board of Directors, subject to shareholder approval, the selection of the
company's independent accountants. The Audit Committee is comprised of Messrs.
Huber and Votaw. Both members are independent directors, as defined by the
National Association of Securities Dealers' listing standards.
Management is responsible for the company's internal controls. The
independent auditors for the company, KenWood & Associates, P.C. ("KenWood"),
are responsible for performing an independent audit of the company's
consolidated financial statements in accordance with generally accepted auditing
standards and to issue a report thereon. The Audit Committee has general
oversight responsibility with respect to financial reporting, and reviews the
results and scope of the audit and other services provided by KenWood.
The Audit Committee members are not professional accountants or auditors,
and their functions are not intended to duplicate or to certify the activities
of management and KenWood, nor can the Audit Committee certify that KenWood is
"independent" under applicable rules. The Audit Committee serves a board-level
oversight role, in which it provides advice, counsel, and direction to
management and the auditors on the basis of the information it receives,
discussions with management and the auditors and the experience of the Audit
Committee members in business, financial, and accounting matters.
In this context, the Audit Committee has met and held discussions with
management and KenWood. Management represented to the Audit Committee that the
company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee has reviewed
and discussed the
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consolidated financial statements with management and KenWood. The Audit
Committee discussed with KenWood matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication with Audit Committees).
KenWood also provided to the Audit Committee the written disclosures
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and the Audit Committee discussed with
KenWood their independence.
Based upon the Audit Committee's discussion with management and KenWood and
the Audit Committee's review of the representations of management and the report
of KenWood to the Audit Committee, the Audit Committee recommended that the
Board of Directors include the company's audited consolidated financial
statements in the Dynacq International, Inc. Annual Report on Form 10-KSB for
the year ended August 31, 2000 filed with the Securities and Exchange
Commission.
Submitted by the Audit Committee of the Board of Directors of Dynacq
International, Inc.:
Stephen L. Huber and Earl R. Votaw
Related Party Transactions
Mr. Huber receives a consulting fee of $1,000 per month in exchange for
consultation services regarding patient care for our in-home infusion therapy
and other matters. The consulting agreement with Mr. Huber consists of a verbal
understanding between the parties and may be terminated at any time. Mr. Huber
received $12,000 in both fiscal 1999 and fiscal 2000.
Shareholder Proposals for 2001 Annual Meeting
Under Rule 14a-8 of the Exchange Act, proposals that shareholders intend to
have included in our proxy statement and form of proxy for our next annual
meeting must be received no later than 120 days from the estimated mail-out date
for the proxy statement for our next annual meeting, which is scheduled for
February 2002. Moreover, with respect to any proposal by a shareholder not
seeking to have the proposal included in the proxy statement but seeking to have
the proposal considered at our next annual meeting, such shareholder must
provide written notice of such proposal to our Secretary at our principal
executive offices by no later than 45 days from the estimated mail-out date for
the proxy statement for our next annual meeting, which is scheduled for February
2002. With respect to a proposal not to be included in the proxy statement, in
the event notice is not timely given, the persons who are appointed as proxies
may exercise their discretionary voting authority with respect to such
proposals, if the proposal is considered at our next annual meeting, even if the
shareholders have not been advised of the proposal. In addition, shareholders
must comply in all respects with the rules and regulations of the Securities and
Exchange Commission then in effect and the procedural requirements of our
Bylaws.
Annual Report
We have provided a copy of our Annual Report on Form 10-KSB with this proxy
statement. We will provide exhibits to the Annual Report on Form 10-KSB upon
payment of the reasonable expenses incurred by us in furnishing these exhibits.
Please send any such requests to Dynacq International, Inc., 10304 Interstate 10
East, Suite 369, Houston, Texas 77029, Attention: Corporate Secretary.
Other Matters
The Board knows of no other business to come before the Annual Meeting.
However, if any other matters are properly brought before the Annual Meeting,
the persons named in the accompanying form of proxy or their substitutes will
vote in their discretion on those matters.
By Order of the Board of Directors
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/s/ Chiu Moon Chan
Chiu Moon Chan, Chief Executive Officer and
President
August 2, 2001
Houston, Texas
Whether or not you plan to attend the Annual Meeting, please complete, sign,
date, and promptly return the accompanying proxy in the enclosed envelope. You
may revoke your proxy at any time prior to the Annual Meeting. If you decide to
attend the Annual Meeting and wish to change your proxy vote, you may do so
automatically by voting in person at the meeting.
Thank you for your attention to this matter. Your prompt response will greatly
facilitate arrangements for the Annual Meeting.
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Proxy
DYNACQ INTERNATIONAL, INC.
This Proxy is solicited on behalf of the Board of Directors of Dynacq
International, Inc.
for the Annual Meeting of Shareholders to be held on August 29, 2001
The undersigned shareholder of Dynacq International, Inc. (the "Company") hereby
appoints Chiu Moon Chan or Philip Chan, or either of them, proxies for the
undersigned, each with full power of substitution, to represent and to vote as
specified in this Proxy all the shares of common stock of the Company which the
undersigned would be entitled to vote at the Annual Meeting of Shareholders of
the Company to be held at 4301-B Vista, Pasadena, Texas, 77504, on Wednesday,
August 29, 2001 at 10:00 a.m. Central time, and any and all adjournments or
postponements thereof, with all of the powers which the undersigned would
possess if personally present. The undersigned shareholder hereby revokes any
proxy or proxies heretofore executed for such matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE DIRECTOR NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2 AND
IN THE DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING. The undersigned shareholder may revoke this proxy at any
time before it is voted by delivering to the Corporate Secretary of the Company
either a written revocation of the proxy or a duly executed proxy bearing a
later date, or by appearing at the Annual Meeting and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE DIRECTOR NOMINEES IN PROPOSAL
1 AND "FOR" PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED RETURN
ENVELOPE
1. Election of Directors. The election of the nominees listed For All Withheld for All
below to serve on the Board of Directors until the next Annual
Meeting of Shareholders or until their respective successors [_] [_]
are duly elected and qualified.
For all nominees except:
Chiu Moon Chan, Philip Chan, Stephen L. Huber, and Earl R. Votaw.
_____________________________________
(write nominee(s) name)
2. To ratify the appointment of KenWood & Associates, P.C. as For Against Abstain
the Company's independent accountants for the fiscal year
ending August 31, 2001. [_] [_] [_]
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting, or any adjournment or
postponement thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement.
DATED:_______________________ _______________________________________
[Signature]
________________________________________
[Signature if jointly held]
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________________________________________
[Printed Name]
Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which the Proxy applies. When shares are held as joint-
tenants, both should sign. When signing as an executor, administrator, trustee,
guardian, attorney-in fact, or other fiduciary, please give full title as such.
When signing as a corporation, please sign in full corporate name by President
or other authorized officer. When signing as a partnership, please sign in
partnership name by an authorized person.
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