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 (Amendment No. )
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
Rule 14a-6(e)(2))
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ATHANOR GROUP, INC.
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(Name of Registrant as specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] 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:
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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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Notes:
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ATHANOR GROUP, INC.
921 East California Street
Ontario, California 91761
(909) 467-1205
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 3 , 2002
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To the Shareholders of ATHANOR GROUP, INC.
You are cordially invited to attend the Annual Meeting of Shareholders
of Athanor Group, Inc., a California corporation (the "Company"), that will be
held on May 3, 2002 at Athanor Group, Inc, 921 East California Street, Ontario,
California at 11:00 a.m. to consider and act upon the following matters, all as
more fully described in the accompanying Proxy Statement which is incorporated
herein by this reference:
1. To elect a board of five (5) directors to serve until the next
annual meeting of the Company's shareholders and until their
successors have been elected and qualify;
2. To transact such other business as may properly come before
the meeting or any adjournment or
adjournments thereof.
Shareholders of record of the Company's Common Stock at the close of
business on March 20, 2002, the Record Date fixed by the Board, are entitled to
notice of and to vote at, the Meeting.
THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE COMPLETE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. ANY
SHAREHOLDER GIVING A PROXY HAS THE RIGHT TO REVOKE IT AT ANY TIME BEFORE IT IS
VOTED.
By order of the Board of Directors
Duane L. Femrite
President
Ontario, California
April 3, 2002
ATHANOR GROUP, INC.
921 East California Street
Ontario, California 91761
(909) 467-1205
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PROXY STATEMENT
Approximate Date Proxy Material First Sent To Shareholders:
April 3, 2002
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The following information is provided in connection with the
solicitation of proxies for the Annual Meeting of Shareholders of Athanor Group,
Inc. (the "Company") to be held on May 3, 2002, and any adjournment or
adjournments thereof (the "Meeting"), for the purposes stated in the Notice of
Annual Meeting of Shareholders accompanying this Proxy Statement.
SOLICITATION AND REVOCATION OF PROXIES
A form of proxy is being furnished by the Company to each common
shareholder, and, in each case, is solicited on behalf of the Board of Directors
(the "Board") of the Company for use at the Meeting. The entire cost of
soliciting these proxies will be borne by the Company. The Company may pay
persons holding shares in their names or the names of their nominees for the
benefit of others, such as brokerage firms, banks, depositories, and other
fiduciaries, for costs incurred in forwarding soliciting material to their
principals. Members of the management of the Company may solicit some
shareholders in person, or by telephone, or by telegraph, following
solicitations of this Proxy Statement, but will not be separately compensated
for such solicitation services.
Proxies duly executed and returned by common shareholders and received
by the Company before the Meeting and not revoked will be voted: FOR the
election of all five (5) of the nominee-directors specified herein unless
contrary choices are specified. Where a specification is indicated as provided
in the proxy, the shares represented by the proxy will be voted and cast in
accordance with the specification made. As to other matters, if any, to be voted
upon, the persons designated as proxies will take such actions as they, in their
discretion, may deem advisable. The persons named as proxies were selected by
the Board of the Company.
If any shareholder gives notice at the Meeting prior to commencement of
voting that the shareholder intends to cumulate his or her votes, then the
directors shall be elected by the cumulative voting method. In such event, the
shareholders shall have the right to cast that number of votes equal to the
number of shares which they hold multiplied by the number of directors to be
elected by them; i.e., for the purpose of this election, five votes for each
share. Each shareholder may cast the whole number of votes for one candidate, or
distribute them among two or more candidates. The persons named in the
accompanying proxy will have discretionary authority to cumulate votes in the
election of directors in favor of one or more candidates.
Your execution of the enclosed proxy will not affect your rights as a
shareholder to attend the Meeting and to vote in person. Any shareholder giving
a proxy has a right to revoke it at any time by either (a) a later-dated proxy,
(b) a written revocation sent to and received by the Secretary of the Company
prior to the Meeting, or (c) attendance at the Meeting and voting in person.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company had outstanding 696,036 shares of common stock (the "Common
Stock") as of the close of business on March 20, 2002 (the "Record Date"). Only
holders of Common stock of record on the books of the Company at the close of
business on the Record Date will be entitled to vote at the Meeting. Each holder
of Common Stock is entitled to one (1) vote for each share of Common Stock held
by him/her, except that in the selection of directors, each holder of Common
Stock has cumulative voting rights. Voting on all matters, other than election
of directors, submitted for approval by the shareholders at the Meeting will be
on a noncumulative basis.
There are no other classes of voting securities of the Company other
than the Common Stock. Representation at the Meeting by the holders of the
majority of the outstanding shares of Common Stock of the Company, either by
personal attendance or by proxy, will constitute a quorum.
-2-
The following table sets forth, as of December 31, 2001, information
concerning: (a) beneficial ownership of voting securities of the Company by
persons who are known by the Company to own beneficially more than five percent
(5%) of the Company's Common Stock; (b) beneficial ownership of voting
securities of the Company by each director, nominee for director, and by all
directors and officers as a group; and (c) the percentage of the total votes
held by each person or group described in subparagraphs (a) and (b) immediately
above.
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AMOUNT AND PERCENTAGE OF
BENEFICIAL OWNERSHIP
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Title Name and Address of Number of Percent of
of Class Beneficial Owner Shares Class
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Common Gregory J. Edwards (3) 15,500 2.20%
Stock 2208 Faircloud Lane
Edmond, Oklahoma 73034
Common Duane L. Femrite (3) 115,150 16.11%
Stock 921 East California Avenue
Ontario, California 91761
Common Edmund R. Knauf, Jr. (3) 43,800 6.2%
Stock 209 Huron Avenue
Sheboygan, Wisconsin 53081
Common Richard A. Krause (2) (3) 153,400 21.27%
Stock 921 East California Avenue
Ontario, California 91761
Common Robert W. Miller (1) (3) 112,750 15.92%
Stock 921 East California Avenue
Ontario, California 91761
Common Earl L. Yager (3) 1,000 .14%
Stock 21622 Plummer Street
Chatsworth, California 91311
Common All Officers and Directors 385,800 50.30%
Stock as a Group (5 persons) (3)
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(Footnotes on next page)
All shares are owned either directly or beneficially by the owner named
in the table except as otherwise indicted in a footnote below.
-3-
Percentages of class are based on the number of shares of Common Stock
outstanding on December 31, 2001. There were 696,036 shares of Common Stock
outstanding on December 31, 2001.
None of the officers or directors of the Company, except as noted in
footnote three below, has options to acquire any shares of Common Stock of the
Company. Messrs. Femrite, Knauf, Krause and Miller are the only persons known to
the Company to beneficially own more than five percent (5%) of its Common Stock.
The Company knows of no contractual arrangements that may at a
subsequent date result in a change in control of the Company.
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(Footnotes)
(1) Includes 12,000 shares of Common Stock owned by the Robert L. Miller
Trust and these shares will be transferred to Mr. Robert W. Miller in
April 2002. Mr. Robert W. Miller currently controls voting rights to
these shares.
(2) Includes 128,400 shares of Common Stock owned by The Krause Family
Irrevocable Trust.
(3) Includes shares of common stock that can be acquired by exercise of
vested and exercisable stock options within 60 days of December 31,
2001, as follows: Gregory J. Edwards - 7,500 shares, Duane L. Femrite -
18,750 shares, Edmund R. Knauf, Jr. - 5,000 shares, Richard A. Krause -
25,000 shares, Robert W. Miller - 18,750 shares; Earl L. Yager - 1,000
shares, all Officers and Directors as a group - 71,000 shares.
NOMINATION AND ELECTION OF DIRECTORS
The Company's directors are to be elected at each annual meeting of
shareholders. The Company's Bylaws authorize between three (3) and seven (7)
directors, the exact amount to be determined by the Board. At this Meeting FIVE
(5) directors, making up the entire membership of the Board of the Company, are
to be elected to serve until the next annual meeting of shareholders and until
their successors are elected and qualify. The nominees for election as directors
at this Meeting are set forth in the table below and are all recommended by
management of the Company. Each of the nominees has consented to serve as a
director if elected.
In the event that any of the nominees for director should become unable
to serve if elected, it is intended that shares represented by proxies which are
executed and returned will be voted for such substitute nominee(s) as may be
recommended by the Company's existing Board.
-4-
The FIVE nominee-directors receiving the highest number of votes cast
at the Meeting will be elected as the Company's directors to serve until the
next annual meeting of shareholders and until their successors are elected and
qualify. Subject to certain exceptions specified below, holders of Common Stock
of record on the Record Date are entitled to cumulate their votes in the
election of the Company's directors (i.e., they are entitled to the number of
votes as determined by multiplying the number of shares held by them times the
number of directors to be elected) and may cast all of their votes as they so
determine for one person or spread their votes among two or more persons as they
see fit. No shareholder shall be entitled to cumulate votes for a given
candidate for director unless such candidate's name has been placed in
nomination prior to the vote and the shareholder has given notice at the
Meeting, prior to the voting, of the shareholder's intention to cumulate his/her
votes. If any one shareholder has given such notice, all shareholders may
cumulate their votes for candidates in nomination. Discretionary authority to
cumulate votes is hereby solicited by the Board. Accordingly, the person named
in the accompanying proxy will have discretionary authority to cumulate votes in
the election of directors in favor of one or more candidates.
The following tables list the nominees for election as directors and
shows certain information concerning each nominee, including the number of
shares of Common Stock of the Company beneficially owned, directly or
indirectly, by such nominee as of the Record Date:
Principal Director
Name Occupation Age Since
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Gregory J. Edwards Director 58 1990
Duane L. Femrite President, Chief Executive 57 1985
Officer, Chief Financial
Officer of the Company
Richard A. Krause Vice President of the Company, 66 1992
President, Alger Manufacturing
Company, Inc.
Robert W. Miller Chairman of the Board, 59 1976
Secretary of the Company
Earl L. Yager Director 56 2001
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Number of Shares Percent
of of
Nominee (1) Common Stock (2)(5) Class
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Gregory J. Edwards 15,500 2.20%
Duane L. Femrite 115,150 16.11%
Richard A. Krause 153,400 (4) 21.27%
Robert W. Miller 112,750 (3) 15.92%
Earl L. Yager 1,000 .14%
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(Footnotes on next page)
-5-
______________________
(Footnotes)
(1) The Company has a nominating committee for directors of the Board.
Management's nominees for election as directors at the Meeting were
recommended by the Nominating Committee and approved by the Board of
the Company.
(2) All shares are owned directly by the director named in the table except
as otherwise indicated in a footnote below.
(3) Includes 12,000 shares of Common Stock owned by the Robert L. Miller
Trust and these shares will be transferred to Mr. Robert W. Miller in
April 2002. Mr. Robert W. Miller currently controls voting rights to
these shares.
(4) Includes 128,400 shares of Common Stock owned by The Krause Family
Irrevocable Trust.
(5) Includes shares of common stock that can be acquired by exercise of
vested and exercisable stock options within 60 days of December 31,
2001, as follows: Gregory J. Edwards - 7,500 shares, Duane L. Femrite -
18,750 shares, Richard A. Krause - 25,000 shares, Robert W. Miller -
18,750 shares; Earl L. Yager - 1,000 shares, all Officers and Directors
as a group - 71,000 shares.
Listed below are descriptions of the business experience for at least
the past five years for each director and officer listed in the preceding table.
Unless otherwise described below, none of the following persons (i) is related
in any way, or (ii) has been involved in certain legal proceedings in the past
five years.
-6-
GREGORY J. EDWARDS Chairman and Chief Executive Officer of CASS Holdings,
L.L.C. ("CASS") since January 1993. CASS owns several
manufacturing and service companies: CASS Polymers, Inc.
(a subsidiary of CASS) owns Ad-Tech Plastic Systems
Corp., a producer of polymer systems for the aerospace,
automotive, construction and marine industries and owns
Milamar Coatings, L.L.C., a producer of epoxy coating
products used in the industrial and commercial seamless
floor coating business; CASS Services, L.L.C., a
government contractor involved with surface preparation
and re-coating for U.S. Naval ships and portable landing
mats; CASS Financial, L. L. C., an equipment leasing
company. Between July 1991 and January 1993, Mr. Edwards
was self-employed as a financial consultant and
investor. Previously, he was an investment banker with
Stephens, Inc. of Little Rock, Arkansas from mid-1990 to
July 1991.
DUANE L. FEMRITE President, Chief Executive Officer of the Company since
October 2001, Co-Chief Executive Officer of the Company
May 1999 to October 2001, Chief Executive Officer from
April 1995 to May 1999, and Chief Financial Officer
since December 1982. Director of the Company since
December 1985. Mr. Femrite is a Certified Public
Accountant.
RICHARD A. KRAUSE Director and Vice President of the Company since
December 1992. President and Chief Operating Officer of
Alger Manufacturing Company, Inc. since 1987.
ROBERT W. MILLER Chairman of the Board since 1976. Chief Executive
Officer of the Company from 1976 to April 1995, Co-Chief
Executive Officer from May 1999 to October 2001,
Corporate Secretary since April 1995. Director of Core
Software Technology from September 1991 to April 1998
and September 1999 to present. Director of
HealthCove.Com, Inc. from April 1995 to present.
EARL L. YAGER Director since 2001. Chief Operating Officer since 2000,
Executive Vice President since 1999, Chief Financial
Officer since 1995, Secretary and director since 1988 of
Chad Therapeutics a developer, manufacturer, and
marketer of medical devices that furnish supplementary
oxygen to home health care patients.
Directors of the Company are elected annually. The present term of
office of each director will expire at the next annual meeting of shareholders
of the Company or at such time as his successor is duly elected and qualifies.
TRANSACTIONS WITH MANAGEMENT
The Company is a shareholder of Core Software Technology, a California
corporation ("Core") (WWW.CORESW.COM), owning 553,983 shares of the issued and
outstanding common stock of Core, representing approximately 10% of the issued
and outstanding shares of Core's capital stock (assuming the options to purchase
additional shares of the capital stock of Core owned by the Company and others
are not exercised). The Company also has 535,327 options and warrants at
exercise prices of $3-$5 per share to purchase additional shares of common stock
of Core, representing approximately 4% of the outstanding options and warrants.
-7-
Core is the leader in geospatial data management software through its
TerraSoar(TM) software that enables providers and developers of geospatial data
to easily make their archives available for network-based searches and
distribution. TerraSoar(TM) provides organization and data access management of
geospatial data direct to your desktop via any popular Web browser. This data
can be accessed from any computer: your own, across the hall, or across the
world. Adding databases to TerraSoar(TM) is as easy as writing a paragraph -- no
programming required. TerraSoar(TM) queries multiple, distributed databases with
a new, customizable map-based visual search. The software is used in Core's
ImageNet service, which provides intuitive, user-friendly Internet access to
numerous sources of geospatial information. It is so versatile, you can use it
to distribute other data sets: medical imagery, stock photography and video
clips.
Core, through its subsidiary ImageNet (WWW.IMAGENET.COM), is the
largest source on the Internet to search, browse, and retrieve Earth images and
related, geospatial information. The user can simultaneously access numerous
databases across the world.
Core is a co-founding partner in ImageSat International, N.V. (ISI),
(WWW.IMAGESATINTL.COM). ISI plans to build eight high-performance, low-cost,
light, agile, low earth-orbiting (LEO) satellites. ISI's constellation of
satellites will provide the most frequent daily visit capabilities. On December
5, 2000, ISI announced it had successfully launched an EROS A1 satellite from
the Russian Cosmodrome in Svobodni, Siberia. The 250kgs satellite was launched
into a sun-synchronous (polar) orbit at 480 kms above the earth. ISI has a
network of fourteen Acquisition, Archiving, and Distribution (ADD) ground
receiving stations around the world. These ground receiving stations have
implemented a unique receiving system and are linked to ImageNet. ISI, through
ImageNet, commenced sale of the satellite data in the first quarter of 2001.
The Company had made outstanding loans in the principal amount of
$685,622 to Core through October 31, 1999. All but $35,000 of the outstanding
balance had been reserved. In 1999 Core and the Company reached a forbearance
agreement on all outstanding loans, wherein Core would pay off 60% of
outstanding debt, and the remaining 40% would be converted to equity. During
fiscal 2000 Core repaid $431,430 of principal and interest. A final payment of
$89,465 was received in November 2000. In accordance with the terms of the
Forbearance Agreement, the balance of the outstanding loans of $274,248 was
converted into common stock of Core at $3 per share or 91,416 shares.
Mr. Miller entered into a consulting agreement with Core and assigned
the consulting fees to R&D Financial (R&D), a California general partnership of
which Messrs. Miller and Femrite are the general partners. The consulting
agreement began on January 1, 1995 and ended July 31, 1998, wherein Mr. Miller
agreed to provide services to Core relating to financial, investor, capital
raising, litigation, and general business matters arising out of Core's on-going
restructuring, recapitalization, and financing efforts. As of October 31, 2001,
Core owes $46,700 to R&D in connection with said consulting agreement. R&D was
paid a total of $97,525 during fiscal 2001.
-8-
Mr. Miller, a co-founder of Core, served as Secretary and Director of
Core from September 1991 to April 1998 and Director from May 1999 to present.
Mr. Miller has assigned the right to receive any fees earned as a Director of
Core, through June 1, 2000, to R&D. During 2001, R&D received $25,500 in
Director fees from Core. Mr. Miller has a beneficial ownership interest in 8,813
shares of the common stock of Core as well as options and warrants to purchase
54,310 shares of the common stock of Core at exercise prices ranging from $3 to
$8.25 per share. Mr. Femrite has a beneficial ownership interest in 33,347
additional shares of the common stock of Core as well as options to purchase
3,697 shares of the common stock of Core at $5.50 per share. The above
beneficial stock ownership takes into account stock that was previously owned by
R&D.
The Company has made equity investments totaling $221,000 ($35,000
during fiscal 2001), as a limited partner, in California South Pacific Investors
(CSPI) (WWW.SIRATECHNOLOGIES.COM) a California Limited Partnership. CSPI,
through its wholly owned companies, has developed and patented biochemical
product-identifying barcodes for detecting harmful bacterial pathogens in meats,
poultry and dairy products. CSPI is a development stage company with no revenues
or earnings. Mr. Femrite is one of five General Partners in CSPI. Messrs.
Femrite and Miller have an agreement whereby they share, on an equal basis,
income derived from Mr. Femrite's General Partner interest. During fiscal 2001
Messrs. Femrite and Miller did not receive any income from CSPI. Messrs.
Femrite, Krause and Miller, as individuals, are Limited Partners in CSPI with an
aggregate investment of approximately $185,000.
The Company made equity investments totaling $200,000 and loans
totaling $38,500 ($6,000 in 2001) in Fluid Light Technologies ("FLT"), between
1998 and 2001. FLT is a development stage company in the business of developing,
manufacturing and marketing systems to control the motion or flow of light
through neon glass tubes. FLT made a product rollout in late fall of 1999 and
began selling their products in early 2000. The company experienced resistance
in the marketplace due to the change in technology and increased costs. FLT
attempted to raise additional equity and debt but was unsuccessful. In April
2001, the Company wrote off the entire investment and loan balance of $238,500,
after the President of FLT issued a notification that FLT was closing its
offices and attempting to sell its technology. As of October 31, 2001, FLT has
been unsuccessful in its attempts to sell the technology and indicates it has no
current prospects. The Company owns 512,597 shares of Preferred Stock
representing an ownership interest of approximately 5.8%. Mr. Miller is a
director of FLT.
The Company has made loans of $115,000 and $50,000 to HealthCove.Com,
Inc. ("HCC") (WWW.HEALTHCOVE.COM) in 2000 and 2001 respectively. The Company has
received 43,203 shares of common stock in HCC, as penalties, for loan and
interest payments in arrears. HCC is a development stage company involved in the
development and marketing of a national discount healthcare benefits program.
Robert Miller, a co-founder of HCC, and Gregory Edwards are directors of HCC.
Messrs. Edwards, Femrite, Krause and Miller, as individuals, have collectively
made loans to HCC totaling $102,700 and have received 37,200 shares of common
stock in HCC, as penalties, for loan and interest payments in arrears.
Additionally, Mr. Miller has accrued director's fees of $45,000 in connection
with his role as a member of the board of directors of HCC. These fees, when and
if paid, will be shared equally with Mr. Femrite. Messrs. Femrite and Miller
also share royalties payable to them by HCC in connection with the sale of HCC's
products. Finally, Messrs. Femrite and Miller own, jointly, 48,000 shares of the
common stock of HCC.
-9-
Mr. Miller is the Chairman, Chief Executive Officer ("CEO") and a
director of One Card International, Inc. ("0CI"). 0CI has licensed certain
technology to HCC for which 0CI receives royalty payments from HCC. As the CEO
of 0CI, Mr. Miller votes 167,000 shares of common stock of HCC, which is owned
by 0CI. Mr. Miller has accrued salaries of $372,000 plus accrued director's fees
and expenses totaling $57,000 in connection with his role as an officer and
director of 0CI. Mr. Femrite will share on an equal basis with Mr. Miller the
foregoing compensation and fees when and if paid by 0CI.
The Company has made loans to Mr. Miller beginning in 1995. The current
loan outstanding, including principal and interest, as of October 31, 2001, is
$68,270. The loan is due on April 30, 2002. The loan bears interest at the rate
of 10% per annum and is secured by 20,000 shares of common stock of the
registrant owned by Mr. Miller.
-10-
REMUNERATION OF OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth all plan and non-plan compensation
awarded to, earned by, or paid to the Company's three most highly compensated
executive officers, each of whose annual salary and bonus was in excess of
$100,000 and the Company's Chief Executive Officer regardless of compensation
level, for services to the Company during the three fiscal years ended October
31, 2001.
SUMMARY COMPENSATION TABLE
ANNUAL LONG TERM COMPENSATION
COMPENSATION AWARDS
SECURITIES
NAME AND PRINCIPAL UNDERLYING ALL
- ----------------------------------------------------------------------------------------------------------------
Position Year Salary Bonus Options (2) Other (1)
- ----------------------------------------------------------------------------------------------------------------
$ $ # $
Duane L. Femrite 2001 183,251 0 0 4,250
President, Co-Chief 2000 158,550 30,000 0 4,000
Executive Officer and 1999 157,243 15,000 3,750 4,000
Chief Financial Officer
Richard A. Krause 2001 188,555 0 0 4,250
Vice President and 2000 179,727 46,659 0 4,000
President of Alger 1999 169,243 24,244 10,000 4,000
Manufacturing Co., Inc.
Robert W. Miller 2001 183,251 0 0 0
Chairman of the Board 2000 158,630 30,000 0 352
Co-Chief Executive Officer 1999 157,578 15,000 3,750 1,600
Corporate Secretary
<FN>
__________________
(Footnotes)
(1) Other compensation includes contributions made to the Company's 401-K Plan.
Does not include use of automobile paid for by the Company.
(2) As adjusted to reflect the Company's 1 for 2 reverse split of its shares of
common stock, effective January 31, 2001.
</FN>
-11-
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning the number and
value of exercised and unexercised options held by the following executive
officers on October 31, 2001. None of these executive officers exercised options
to purchase common stock during fiscal year 2001.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT AT FISCAL YEAR END
ACQUIRED ON VALUE FISCAL YEAR END(#)(3) ($)(1)(2)(3)
----------------------------- -------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISED EXERCISABLE UNEXERCISED
---- ----------- ----------- ----------- ----------- ----------- -----------
Duane L. Femrite 0 $0 18,750 0 0 0
Richard A. Krause 0 $0 25,000 0 0 0
Robert W. Miller 0 $0 18,750 0 0 0
<FN>
(1) These amounts represent the difference between the exercise price of
the in-the-money options and the market price of registrant's common
stock on October 31, 2001. The closing bid price of registrant's common
stock on that day on the OTC Bulletin Board was $2.75. Options are
in-the-money if the market value of the shares covered by the option is
greater than the option exercise price. The option exercise price, on
all options, exceeded the $2.75 market value on October 31, 2001.
(2) Future exercisability is subject to a number of factors.
(3) As adjusted to reflect the Company's 1 for 2 reverse split of its
shares of common stock, effective January 31, 2000.
</FN>
EMPLOYMENT AGREEMENTS
Effective January 1, 1991, the Company entered into written employment
agreements with Robert W. Miller, as Chairman of the Board and Chief Executive
Officer, and Duane L. Femrite, as President, Chief Operating Officer, Chief
Financial Officer, and Secretary of the Company. Effective January 1, 1993,
Alger entered into a written agreement with Richard A. Krause as President and
Chief Operating Officer. Each of the employment agreements is identical as to
its terms except for the description of the duties that each employee is to
provide.
Each agreement is for an initial term of five (5) years, renewable
automatically for additional one (1) year periods unless either the employee,
the Company, or Alger wishes to terminate it. The Company's Board of Directors
elected not to renew the written employment agreements for Robert W. Miller and
Duane L. Femrite and Alger's Board of Directors elected not to renew the written
employment contract for Richard A. Krause as of December 31, 2001.
-12-
DIRECTORS' REMUNERATION
Outside Directors are to receive an annual honorarium of $5,000 per
year and $600 per meeting attended. The Board has a Nominating Committee that is
charged with the responsibility of nominating a slate of candidates to serve as
directors of the Company. Outside directors on the Compensation Committee, Audit
Committee, and Nominating Committee receive $100 for each meeting attended when
such committee meetings are held on a day that the full Board does not meet. The
Audit Committee, Nominating Committee, and Compensation Committee met once in
2001.
SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals for action at the 2003
Annual Meeting should submit their proposals in writing to the Secretary of the
Company at the address of the Company set forth on the first page of this Proxy
Statement. Proposals of shareholders intended to be presented at the 2003 Annual
Meeting (a) must be received by the Secretary no later than December 21, 2002,
for inclusion in next year's proxy statement and proxy card, and (b) must
satisfy the applicable conditions established by the Securities and Exchange
Commission for shareholder proposals.
COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock to file with the Securities Exchange
Commission initial reports of stock ownership and reports of changes in stock
ownership. To the Company's best knowledge, all the Company's directors,
executive officers, and persons owning more than 10% of the Company's Common
Stock filed all required reports required by section 16 (a) on a timely basis.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to shareholders for the fiscal year ended
October 31, 2001 (the "Annual Report"), which includes audited financial
statements and schedules thereto, is being mailed with this Proxy Statement to
stockholders as of the Record Date. The Annual Report to the shareholders is not
incorporated in this Proxy Statement and is not deemed to be a part of the proxy
solicitation material.
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OTHER MATTERS
The Management of the Company does not know of any other matters that
are to be presented for action at the Meeting. Should any other matters come
before the Meeting or any adjournment thereof, the persons named in the enclosed
proxy will have the discretionary authority to vote all proxies received with
respect to such matters in accordance with their judgments.
FORM 10-KSB AND EXHIBITS TO FORM 10-KSB
Copies of the Company's Form 10-KSB and the exhibits to the Company's
Form 10-KSB for the fiscal year ended October 31, 2001, as filed with the
Securities and Exchange Commission, will be furnished to any person from whom
the accompanying proxy is solicited upon written request to the Company's
Secretary at Athanor Group, Inc., 921 East California Avenue, Ontario,
California 91761. A copying charge of $.25 per page will be made for each page
of the exhibits requested.
BY ORDER OF THE BOARD OF DIRECTORS
Duane L. Femrite
President
Ontario, California
April 3, 2002
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN, AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL
AND YOUR COOPERATION WILL BE APPRECIATED.
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PROXY ATHANOR GROUP, INC.
921 East California Avenue
Ontario, California 91761
THIS PROXY IS SOLICTED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Duane L. Femrite as Proxy, with the
power to appoint his substitute and with full power to act alone, and hereby
authorizes him to represent and vote as designated below, all the shares of
Common Stock of Athanor Group, Inc. held of record by the undersigned on March
20, 2002 at the Annual Meeting of Shareholders to be held on May 3, 2002. If
authority to vote the shares is granted by the undersigned, the shares may be
voted cumulatively by the proxy holder for less than all the nominees for
director.
1. ELECTION OF DIRECTORS:
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below) below
(INSTRUCTION: to withhold authority to vote for any individual nominee, mark the
box next to the nominee's name below.)
|_| Gregory J. Edwards |_| Duane L. Femrite |_| Richard A. Krause
|_| Robert W. Miller |_| Earl L. Yager
2. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.
(PLEASE SIGN AND DATE ON REVERSE SIDE)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER FOR THE ELECTION OF THE NOMINEES
FOR DIRECTORS LISTED IN PROPOSAL 1.
Dated:
---------------------------, 2002
--------------------------------------
Signature
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Signature if held jointly
Please sign exactly as name appears to
the left. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE