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: /X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-12 Venturi Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (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)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (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 registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ VENTURI TECHNOLOGIES, INC. 6295 EAST 56TH AVENUE COMMERCE CITY, COLORADO 80022 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS MEETING DATE: JUNE 22, 2000 Dear Shareholder: You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of Venturi Technologies, Inc. (the "Company") to be held on Thursday, June 22, 2000 at the Adams Mark Hotel, 2929 Briarpark Drive, Houston, Texas 77042, commencing at 2:00 p.m. Central Daylight Time to consider and act upon the following matters: 1. To elect five directors to the Board of Directors to serve until the next annual meeting of shareholders or until their respective successors are elected and qualified; 2. To approve an amendment to the Company's Articles of Incorporation to increase the number of shares of capital stock authorized by the Company from 27,000,000 shares of common stock and 5,000,000 shares of preferred stock to 50,000,000 shares of common stock and 7,000,000 shares of preferred stock; 3. To approve the adoption of the Company's 2000 Stock Incentive Plan for employees and consultants, and to allocate and reserve 1,750,000 shares of the Company's common stock for issuance pursuant to options granted under the Plan; 4. To ratify the appointment of Child & Company as independent auditors of the Company for the fiscal year ending December 31, 2000; and 5. To transact such other business as may properly come before the Meeting or any adjournment thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this notice. The Board of Directors has fixed the close of business on May 31, 2000, as the record date for the determination of shareholders entitled to vote at the Annual Meeting or any adjournments thereof, and only record holders of voting stock at the close of business on that day will be entitled to vote. At the record date, the Company had the following voting securities outstanding: Number of Number of Voting Securities Shares Outstanding Votes ----------------- ------------------ ---------- Common stock: 13,169,020 shares 13,169,020 Series A Preferred Stock: 64,410 shares 70,438 Series D Preferred Stock: 2,303,738 shares 4,607,476 Series F Preferred Stock: 250,000 shares 1,250,000 Shareholders who do not plan to attend the Annual Meeting are urged to read the enclosed proxy statement and to fill in, date, and sign the enclosed proxy card and return it to the Company in the enclosed envelope. By Order of the Board of Directors, Randy K. Johnson Secretary and General Counsel June 7, 2000 Salt Lake City, Utah THIS PROXY STATEMENT AND THE ACCOMPANYING MATERIALS ARE SOLELY FOR THE INFORMATION OF PRESENT SHAREHOLDERS OF THE COMPANY. NO ONE SHOULD BUY OR SELL ANY SECURITY IN RELIANCE ON ANY STATEMENT HEREIN. THIS PROXY STATEMENT AND THE ACCOMPANYING MATERIALS ARE NEITHER AN OFFER TO BUY OR SELL, NOR A SOLICITATION OF OFFERS TO BUY OR SELL ANY SECURITY. VENTURI TECHNOLOGIES, INC. 6295 EAST 56TH AVENUE COMMERCE CITY, COLORADO 80022 TO OUR SHAREHOLDERS: The Annual Meeting of the Shareholders of Venturi Technologies, Inc., a Nevada corporation (the "Company"), will be held at the Adams Mark Hotel, 2929 Briarpark Drive, Houston, Texas 77042, commencing at 2:00 p.m. Central Daylight Time, on June 22, 2000, to consider and vote on the following matters described in this notice and the accompanying Proxy Statement: 1. To elect five directors to the Board of Directors to serve until the next annual meeting of shareholders or until their respective successors are elected and qualified; 2. To approve an amendment to the Company's Articles of Incorporation to increase the number of shares of capital stock authorized by the Company from 27,000,000 shares of common stock and 5,000,000 shares of preferred stock to 50,000,000 shares of common stock and 7,000,000 shares of preferred stock; 3. To approve the adoption of the Company's 2000 Stock Incentive Plan for employees and consultants, and to allocate and reserve 1,750,000 shares of the Company's common stock for issuance pursuant to options granted under the Plan; 4. To ratify the appointment of Child & Company as independent auditors of the Company for the fiscal year ending December 31, 2000; and 5. To transact such other business as may properly come before the Meeting or any adjournment thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this notice. The Board of Directors has fixed the close of business on May 31, 2000, as the record date for the determination of shareholders entitled to vote at the Annual Meeting or any adjournments thereof, and only record holders of voting stock at the close of business on that day will be entitled to vote. At the record date, the Company had the following voting securities outstanding: Number of Number of Voting Securities Shares Outstanding Votes ----------------- ------------------ ----------- Common stock: 13,169,020 shares 13,169,020 Series A Preferred Stock: 64,410 shares 70,438 Series D Preferred Stock: 2,303,738 shares 4,607,476 Series F Preferred Stock: 250,000 shares 1,250,000 -1- VENTURI TECHNOLOGIES, INC. 6295 EAST 56TH AVENUE COMMERCE CITY, COLORADO 80022 ---------- PROXY STATEMENT ---------- ANNUAL MEETING OF SHAREHOLDERS MEETING DATE: JUNE 22, 2000 This Proxy Statement is being sent on or about June 7, 2000 in connection with the solicitation of proxies by the Board of Directors of Venturi Technologies, Inc., a Nevada corporation (the "Company" or "Venturi"). The proxies are for use at the 2000 Annual Meeting of the Shareholders of the Company, which will be held at the Adams Mark Hotel, 2929 Briarpark Drive, Houston, Texas 77042, on June 22, 2000, commencing at 2:00 p.m. Central Daylight Time, and at any meetings held upon adjournment thereof (the "Annual Meeting"). The record date for the Annual Meeting is the close of business on May 31, 2000 (the "Record Date"). Only holders of record of the Company's common stock and voting preferred stock on the Record Date are entitled to notice of the Annual Meeting and to vote at the Annual Meeting. A proxy card is enclosed. Whether or not you plan to attend the Annual Meeting in person, please mark, date, sign and return to the Company the enclosed proxy card as promptly as possible to ensure that your shares will be voted at the Annual Meeting. Any shareholder who returns a proxy has the power to revoke it at any time prior to its effective use by filing with the Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Unless contrary instructions are given, any such proxy, if not revoked, will be voted at the Annual Meeting for the five nominees for election as directors as set forth in this Proxy Statement; for the amendment to the Company's Articles of Incorporation to increase the number of shares of capital stock authorized by the Company from 27,000,000 shares of common stock and 5,000,000 shares of preferred stock to 50,000,000 shares of common stock and 7,000,000 shares of preferred stock; for the adoption of a stock option plan for employees and consultants to be known as the 2000 Stock Incentive Plan and the allocation of 1,750,000 shares of the Company's common stock for issuance pursuant to options granted under the 2000 Stock Incentive Plan; for the proposal to ratify the appointment of Child & Company as the independent auditors of the Company for the fiscal year ending December 31, 2000; and as recommended by the Board of Directors, in its discretion, with regard to all other matters which may properly come before the Annual Meeting. The Company does not currently know of any such other matters. At the Record Date there were 13,169,020 shares of the Company's common stock outstanding, each of which is entitled to one vote on any matter that may be presented for consideration and action by the shareholders at the Annual Meeting. Also at the Record Date there were 64,410 shares of Series A Preferred Stock issued and outstanding, convertible into 70,438 shares of common stock, each of which is entitled to one vote on any matter that may be presented for consideration and action by the shareholders at the Annual Meeting. Also at the Record Date there were 2,303,738 shares of Series D Preferred Stock issued and outstanding, each of which is entitled to two votes on any matter that may be presented for consideration and action by the shareholders at the Annual Meeting, other than the election of directors. With respect to the election of directors, the holders of Series D Preferred Stock, voting together as a separate class, are entitled to elect 20% of the directors serving on the Board of Directors. Since the Board will consist of five seats, the holders of Series D Preferred Stock, voting as a separate class, have the right to elect one director. Once that director is elected, the holders of Series D Preferred Stock do not participate in the voting on other nominees for the Board. As of the Record Date there were 250,000 shares of Series F Preferred Stock issued and outstanding, convertible into a total of 1,250,000 shares of common stock, each of which is entitled to one vote on any matter that may be presented for consideration and action by the shareholders at the Annual Meeting. The presence, either in person or by proxy, of persons entitled to vote a majority of the Company's outstanding voting stock is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes are counted for purposes of determining a quorum, but are not considered as having voted for purposes of determining the outcome of a vote. Except as set forth above, no other voting securities of the Company were outstanding at the Record Date. In order for action to be taken on any matter, it must receive a majority of the votes present and voting in person or by proxy except the election of directors. Directors may be elected by a plurality vote. The four nominees for director receiving the highest number of votes of all voting stock except the Series D Preferred Stock at the Annual Meeting will be elected. The one nominee for director receiving the highest number of votes of Series D Preferred Stock at the Annual Meeting will also be elected. Unless instructed otherwise, the shares represented by proxies to management will be voted for the named nominees. The cost of preparing, assembling, printing and mailing this Proxy Statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Annual Meeting, will be borne by the Company. The Company may request banks and brokers to solicit their customers who -2- beneficially own Common Stock listed of record in names of nominees, and will reimburse such banks and brokers for their reasonable out-of-pocket expenses for such solicitations. The solicitation of proxies by mail may be supplemented by telephone, telegram and personal solicitation by officers, directors and regular employees of the Company, but no additional compensation will be paid to such individuals. PROPOSAL NO. 1: ELECTION OF DIRECTORS The Board of Directors of the Company consists of five members. The holders of Series D Preferred Stock, voting separately as a class, have the right to elect 20% of the total number of directors. Consequently, the holders of Series D Preferred Stock are entitled to elect one director and the holders of all of the other voting stock of the Company, voting together, are entitled to elect the remaining four directors. The five persons named below have been nominated to stand for election as directors of the Company at the Meeting to serve for the coming year or until such time as their successors shall be elected and qualified. Four of the individuals have been nominated by management to be voted upon by the holders of common stock, Series A Preferred Stock, Series D Preferred Stock and Series F Preferred Stock; and one of the individuals has been nominated by the holders of Series D Preferred Stock to be voted upon only by the holders of Series D Preferred Stock. The Board of Directors recommends that the shareholders vote for the nominees listed below. All of the nominees are currently members of the Board, having been elected on March 9, 2000. The Company expects that all of the nominees will be able to serve as directors. If any nominee should become unavailable, however, it is intended that the proxy holders will vote for a substitute designated by management. No family relationships exist among the members of the Board of Directors. The name and certain information regarding each nominee is set forth below: NAME AGE DIRECTOR SINCE POSITION ---- --- -------------- -------- NOMINATED BY MANAGEMENT: Bruce E. Ranck 51 March 2000 Chairman of the Board and director Michael F. Dougherty 46 March 2000 President, Chief Executive Officer and director Mitchell J. Martin 44 March 2000 Chief Operating Officer and director Daniel Dornier 38 March 2000 Director NOMINATED BY HOLDERS OF SERIES D PREFERRED STOCK: Stuart W. Thorn 44 March 2000 Director BRUCE E. RANCK has served as Chairman of the board of directors of Venturi since March 9, 2000. Mr. Ranck is managing partner of True Blue Partners, an investment partnership located in Houston, Texas. From 1995 to 1999 Mr. Ranck was President and Chief Executive Officer of Browning Ferris Industries, Inc. (BFI), a worldwide leader in the waste industry, having served as President and Chief Operating Officer of BFI since 1991, and as Executive Vice President from 1989 to 1991. Prior to 1989 Mr. Ranck was Regional Vice President of BFI. BFI was an early and successful pioneer in the business strategy of consolidating a highly fragmented service industry through strategic acquisitions. MICHAEL F. DOUGHERTY has served as Chief Executive Officer of Venturi since February 22, 2000, and as President and Chief Executive Officer since May 21, 2000. For 20 years prior to joining Venturi, Mr. Dougherty was employed in management capacities by BFI, and Allied Waste Industries following its acquisition of BFI. Most recently, Mr. Dougherty was District Manager for the Eastern Pennsylvania District of Allied Waste Industries and Area Vice-President of BFI with responsibilities for a seven state area. Mr. Dougherty received a BS degree in accounting from Mount Saint Mary's College in Emmitsburg, Maryland. MITCHELL J. MARTIN has served as a director and as Vice President of Venturi since March 9, 2000. Effective May 21, 2000, Mr. Martin was named Chief Operating Officer of the Company. In partnership with Lloyd E. Peterman, Mr. Martin founded Martin & Peterman, Inc. ("MPI"), a professional carpet cleaning services company recently acquired by Venturi. Prior to its acquisition by Venturi, MPI had operations in seven states, generating annual revenue in excess of $11 million. Mr. Martin is one of approximately 200 IICRC Senior Certified Carpet Inspectors nationwide. This certification is an industry acknowledgment of expertise in the carpet cleaning and restoration area. Mr. Martin attended the University of Pittsburgh. -3- DANIEL DORNIER has served as a director of Venturi since March 9, 2000. Mr. Dornier is a Managing Director and Partner of Greenwich AG, a German Venture Capital Investment Company. Since 1995 Mr. Dornier has managed investment portfolios for high net worth individuals in Europe. Between 1993 and 1995 Mr. Dornier was a private investment manager for various family owned businesses, and prior to that he was an investment banker at SBC Warburg, Dillon, Reed. Mr. Dornier obtained an undergraduate degree in Business Administration from the University of Nuertingen, Germany, and an MBA from City University in Bellevue, Washington. STUART W. THORN has served as a director of Venturi since March 9, 2000. Mr. Thorn is the President and Chief Operating Officer of Beaulieu Group, LLC, an international leader in the manufacture of carpets and rugs. From 1995 to 1997, Mr. Thorn was Chief Financial Officer for Beaulieu Group, LLC. Prior to Joining Beaulieu Group, Mr. Thorn was Vice President of Finance for the International Grocery Products Division of the Campbell Soup Company. Mr. Thorn received a Bachelor and a Master's degree in Business Administration from the Wharton School of Business of the University of Pennsylvania. BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD The Bylaws of Venturi provide for a Board of Directors of between one and nine members. Prior to March 9, 2000, the board of directors consisted of three members, Gaylord M. Karren, John M. Hopkins and James K. Stone. Each of those members attended all board meetings held during 1999. On March 9, 2000, Mr. Stone resigned from the board and Messrs. Bruce E. Ranck, Michael F. Dougherty, Mitchell J. Martin, Stuart W. Thorn and Daniel Dornier were appointed to fill the vacancy created by Mr. Stone's resignation and the newly created vacancies. On May 21, 2000, Messrs. Karren and Hopkins resigned from the Board in order to pursue other business interests, leaving a current Board consisting of five members. Two of the Company's directors are executive officers and employees of the Company. During 1999 the Company did not have an Audit Committee or a Compensation Committee of the board. Effective as of March 9, 2000, an Audit Committee and a Compensation Committee were created. The current members of the Audit Committee are Messrs. Thorn (chair), Ranck and Dornier. The Audit Committee is responsible for recommending an accounting firm to serve as the Company's independent auditors, reviewing the annual audit of the Company, reviewing audit and any non-audit fees paid to the Company's independent auditors, reviewing the scope and results of internal audit activities and reviewing compliance with the Company's accounting policies and regulatory requirements. The Audit Committee reports its findings and recommendations to the board for appropriate action. The current members of the Compensation Committee are Messrs. Ranck (chair) and Thorn. The Compensation Committee supervises the Company's compensation policies, administers incentive plans, reviews officers' salaries and bonuses, approves significant changes in employee benefits and recommends to the board such other forms of compensation as it deems appropriate. EXECUTIVE COMPENSATION During the first few months of 2000, the Company has undergone a major change in management at both the director and officer level. Throughout 1999, and before, the Company had three directors: Gaylord M. Karren, John M. Hopkins and James K. Stone. Mr. Karren was Chairman of the Board and Chief Executive Officer, Mr. Hopkins was President, Mr. Stone was Vice President--Operations, and Randy K. Johnson was Secretary and General Counsel. On February 22, 2000, Michael F. Dougherty joined the Company as Chief Executive Officer pursuant to the terms of a three year written Employment Agreement. The Employment Agreement provides that Mr. Dougherty will receive an annual base salary of $200,000 and may receive annual bonuses up to 60% of his base salary, depending upon whether the Company achieves certain financial performance criteria to be set by the board. Mr. Dougherty was also granted a ten year incentive stock option to purchase up to 850,000 shares of the Company's common stock for $2.40 per share, which option vests in increments of 150,000 shares per year, 200,000 shares when the Company achieves three consecutive months of break-even and 200,000 shares when the Company achieves three consecutive months of greater than $100,000 earnings before taxes, depreciation and interest ("EBITDA"). Mr. Dougherty's employment may be terminated at any time with or without cause, provided that if terminated without cause the Company will pay to Mr. Dougherty a severance payment equal to one year's then base salary plus the previous year's incentive bonus. On March 9, 2000, James K. Stone resigned as a director and Bruce E. Ranck, Michael F. Dougherty, Stuart W. Thorn, Daniel Dornier and Mitchell J. Martin were appointed as directors, along with Messrs. Karren and Hopkins. Mr. Ranck was appointed Chairman of the Board. For his services as Chairman of the Board, Mr. Ranck was granted a ten year non-qualified stock option to purchase 212,000 shares of the Company's common stock for $2.40 per share. The option vests in increments of 37,334 shares per year, 50,000 shares when the Company achieves three consecutive months of break-even, and 50,000 shares when the Company achieves three consecutive months of EBITDA in excess of $100,000 per month. -4- On March 27, 2000, Stephen S. Abate joined the Company as Chief Financial Officer. Mr. Abate receives an annual base salary of $130,000, and is eligible for an annual incentive bonus up to 40% of his base salary if certain financial performance criteria are met. Mr. Abate was also granted a ten year incentive stock option to purchase up to 100,000 shares of the Company's common stock for $2.40 per share, which option vests in increments of 17,650 shares per year, 23,530 shares when the Company achieves three consecutive months of break-even and 223,530 shares when the Company achieves three consecutive months of greater than $100,000 EBITDA. Mr. Abate's employment may be terminated at any time with or without cause, provided that if terminated without cause the Company will pay to Mr. Abate a severance payment equal to one year's then base salary plus the previous year's incentive bonus. On May 5, 2000, the Company entered into an agreement with Messrs. Karren and Hopkins, pursuant to which (a) Messrs. Karren and Hopkins agreed to resign as officers and directors of the Company effective May 21, 2000, (b) Messrs. Karren and Hopkins agreed to transfer to the Company a total of 1,200,000 of their shares of common stock in the Company in order to assist the Company in payment of unpaid state and federal payroll taxes, (c) the Company entered into separate nine month consulting agreements with Messrs. Karren and Hopkins pursuant to which the Company will pay to each of them consulting fees of $14,583 per month and grant to each of them a five year non-qualified stock option to purchase 150,000 shares of the Company's common stock for $0.01 per share, and (d) Messrs. Karren and Hopkins each entered into a confidentiality and four year non-compete agreement in favor of the Company. On May 10, 2000, the Company sold the restoration portion of its business to Mr. Stone, and in connection with the sale Mr. Stone resigned as an officer of the Company and entered into a confidentiality and four year non-compete agreement in favor of the Company. The following table sets forth information as to the compensation paid to Venturi's Chief Executive Officer, President, Vice President--Operations and Secretary for the three years ended December 31, 1999. SUMMARY COMPENSATION TABLE Long-Term Compensation ----------------------------------- Annual Compensation Awards Payouts ------------------------------------------------ ------------------ ----------------- Other Annual Restricted Securities Long-term All Other Name and Compensa- Stock Underlying Incentive Compensa- Principal Position Year Salary($) Bonus($) tion($) Awards($) Options/SARs(#) Payout($) tion($) ------------------ ---- ---------- -------- ------- --------- ------------ --------- -------- (1) Gaylord M. Karren, 1999 20,700 0 130,038 0 100,000 0 0 Chairman, CEO and 1998 20,000 0 90,000 0 104,000 0 0 Director 1997 0 0 90,000 0 0 0 0 (prior to 2000) John M. Hopkins, 1999 20,697 0 126,406 0 100,000 0 0 President and Director 1998 20,000 0 90,000 0 104,000 0 0 (prior to 2000) 1997 0 0 90,000 0 0 0 0 James K. Stone, VP-- 1999 63,750 0 0 0 250,000 0 0 Operations, Director 1998 48,000 0 0 0 2,000 0 0 (2) 1997 0 0 0 0 0 0 0 Randy K. Johnson, 1999 62,500 (3) 0 77,831(3) 0 200,000 0 0 Secretary and General 1998 0 0 0 0 0 0 0 Counsel (3) 1997 0 0 0 0 0 0 0 (1) During the previous three fiscal years, the Company paid management fees to Messrs. Karren and Hopkins, or to entities owned principally by them, in the approximate amounts indicated in the table. These fees were for services rendered by the officers. (2) Mr. Stone was an Executive Vice President and a director of the Company until March 9, 2000, at which time he resigned as a director and was appointed as Vice President--Restoration. (3) On May 1, 1999, the Company entered into a three year employment agreement with Randy K. Johnson, Secretary and General Counsel of the Company, pursuant to which Mr. Johnson was to devote at least half of his working time to the Company, and be paid half salary, until August 1, 1999, at which time he would devote full time to the company at full salary. Pursuant to the Agreement, the Company will pay to Mr. Johnson an annual salary of $125,000. In connection with the Agreement, the Company also granted to Mr. Johnson a ten year -5- non-qualified stock option to purchase 200,000 shares of the Company's common stock for $0.01 per share. The option fully vested on December 31, 1999. Mr. Johnson's employment may be terminated at any time with or without cause, provided that if terminated without cause the Company will pay to Mr. Johnson severance payments equal to six months base salary. Prior to becoming employed by Venturi, Mr. Johnson provided legal services to Venturi as an attorney in private practice. During the year ended December 31, 1999, Mr. Johnson was paid $62,500 in salary and $77,831 for legal services as an outside attorney. OPTION/SAR GRANTS IN 1999 The following table sets forth information concerning individual grants of stock options to the Named Executive Officers during the fiscal year ended December 31, 1999. Number of Percent of total Exercise or Expiration Securities options/SARs Base Date Underlying granted to Price Options/SARs employees in granted fiscal Name year ---- Gaylord M. Karren (1) 100,000 9.8% $2.40 1/04 John M. Hopkins (2) 100,000 9.8% $2.40 1/04 James K. Stone (3) 250,000 24.5% $2.40 1/05 Randy K. Johnson (4) 200,000 19.6% $0.01 4/09 (1) On January 4, 1999, two separate stock options were granted to Gaylord M. Karren, Chairman of the Board and Chief Executive Officer of the Company, each entitling the holder to purchase 50,000 shares of common stock for $2.40 per share. One of the options for 50,000 shares vested immediately upon grant, and the other option for 50,000 vests one year from the date of grant. (2) On January 4, 1999, two separate stock options were granted to John M. Hopkins, President and a Director of the Company, each entitling the holder to purchase 50,000 shares of common stock for $2.40 per share, to vest one year from the date of grant. One of the options for 50,000 shares vested immediately upon grant, and the other option for 50,000 vests one year from the date of grant. (3) On January 4, 1999, a ten year stock option was granted to James K. Stone, Executive Vice President and a Director of the Company, to purchase 250,000 shares of common stock for $2.40 per share, to vest one year from the date of grant. (4) On August 1, 1999, a ten year stock option was granted to Randy K. Johnson to purchase 200,000 shares of common stock for $0.01 per share, which fully vested on December 31, 1999. AGGREGATED OPTION/SAR EXERCISES IN 1999 AND DECEMBER 31, 1999 OPTION/SAR VALUES The following table sets forth information concerning the exercise of options by the Named Executive Officers during the fiscal year ended December 31, 1999, as well as the aggregate number and value of unexercised options held by the Named Executive Officers on December 31, 1999. Number of Securities Underlying Value of Unexercised Unexercised Options/SARs In-the-Money Options/SARs at at December 31, 1999(#) December 31, 1999($) (1) -------------------------------- -------------------------------- Shares Acquired Value Name On Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable ---- --------------- ------------ ----------- ------------- ----------- ------------- Gaylord M. Karren -0- -0- 154,000 50,000 $321,710 $ 23,750 John M. Hopkins -0- -0- 154,000 50,000 $321,710 $ 23,750 James K. Stone -0- -0- 2,000 250,000 $ 930 $118,750 Randy K. Johnsom -0- -0- 200,000 -0- $573,000 $ 0 -6- (1) Calculated on the basis of the closing price for the Company's common stock on the over-the-counter market (OTC-BB) for December 31, 1999 of $2.875 per share, minus the per share exercise price multiplied by the number of shares underlying the option. DIRECTORS' COMPENSATION No Compensation has been paid to any directors for service in such capacity in the past, and no such compensation is presently payable to directors, but directors may be reimbursed for certain expenses in connection with attendance at Board and committee meetings. At such time as the Board of Directors deems appropriate, the Company intends to consider adoption of an appropriate policy to compensate non-employee directors, to attract and retain the services of qualified non-employee directors. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information set forth herein describes certain transactions between the Company and certain affiliated parties. Future transactions, if any, will be approved by a majority of the disinterested members of the Company and will be on terms no less favorable to the Company than those that could be obtained from unaffiliated parties. Until May 21, 2000, the Company had an outstanding loan from Gaylord M. Karren, the Company's former Chairman and Chief Executive Officer. On May 21, 2000, the loan was repaid in full. The loan did not bear interest, was payable on demand, and had no scheduled repayment terms with the exception of the payment of $1,965 per month to Mr. Karren to enable him to repay the source of the loan funds, a second mortgage on his personal residence. The Company also had obtained loans from James K. Stone, a former director and Vice President of the Company, with unpaid principal balances as of May 1, 2000 of $273,639, which loans bore interest ranging from 9.4% to 11.5%. The Company's obligations on the loans from Mr. Stone were transferred to, and assumed by, Venturi Flood & Fire Restoration, Inc. on May 1, 2000. As part of the sale by the Company of the restoration portion of its business to Mr. Stone effective May 1, 2000, Mr. Stone released the Company from any further obligations with respect to his loans. Randy K. Johnson joined Venturi full time from the private practice of law on August 1, 1999. During the year ended December 31, 1999, Venturi paid Mr. Johnson a total of $77,831 for legal services rendered to Venturi prior to August 1, 1999. Venturi still owes Mr. Johnson $21,760.25 for legal services rendered prior to August 1, 1999. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and greater than 10% shareholders to file reports of ownership (on Form 3) and periodic changes in ownership (on Forms 4 and 5) of Company securities with the Securities and Exchange Commission. Based solely on its review of copies of such forms and such written representations regarding compliance with such filing requirements as were received from its executive officers, directors and greater than 10% shareholders (if any), the Company believes that all such Section 16(a) filing requirements were complied with during 1999, except as described below in this paragraph. Randy K. Johnson became the Secretary of the Company on May 1, 2000, and failed to timely file an initial statement of beneficial ownership. He filed a Form 3 statement of beneficial ownership on May 22, 2000. Michael F. Dougherty became Chief Executive Officer of the Company on February 22, 2000, and failed to timely file an initial statement of beneficial ownership. He filed a Form 3 statement of beneficial ownership on May 22, 2000. Stephen S. Abate became Chief Financial Officer of the Company on March 27, 2000, and filed a Form 3 statement of beneficial ownership on May 22, 2000. Bruce E. Ranck, Stuart W. Thorn, Daniel Dornier and Mitchell J. Martin became directors of the Company on March 9, 2000, and they failed to timely file initial statements of beneficial ownership. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth security ownership information of the Company's common stock and Series D and Series F Preferred Stock (which are convertible into shares of common stock and currently have voting rights as if converted into common stock), as of May 25, 2000, for (i) each beneficial owner of more than 5% of the outstanding common stock or Series A, Series D or Series F Preferred Stock; (ii) each executive officer of the Company; (iii) each director of the Company; and (iv) all directors and officers as a group. There are no beneficial owners of Series A Preferred Stock who hold more than 5% of that series of preferred stock. Series B Preferred Stock and Series C Preferred Stock are omitted because the holders thereof have no voting rights. -7- Series D Series F Common Stock Preferred Stock (2) Preferred Stock (3) ------------ ------------------- ------------------- Amount Percent Amount Percent Amount Percent Name and Address of Beneficially of Beneficially of Beneficially of Registered Owner(1) Owned Class(4) Owned Class(4) Owned Class(4) - ------------------- ----- -------- ----- -------- ----- -------- 5%SHAREHOLDERS - -------------- Beaulieu Group, LLC 1,000 (5) * 2,303,738 100.0% 0 * Carl M. Bouckaert 219,654 (6) 1.6% 0(8) * 0 * Marie T. Bouckaert 219,655 (7) 1.6% 0(8) * 0 * Greenwich AG 1,775,223 (9) 11.9% 0 * 0 * Rainer Bischoff 293,750(10) 2.2% 0 * 75,000 30.0% Aspen Capital Resources LLC 1,383,333(11) 9.5% 0 * 0 * BER Investments, Ltd. 391,666(12) 2.9% 0 * 100,000 40.0% OFFICERS AND DIRECTORS - ---------------------- Bruce E. Ranck 0(13) * 0 * 0(13) * Michael F. Dougherty 0(14) * 0 * 0 * Mitchell J. Martin 387,666(15) 2.9% 0 * 0 * Stuart W. Thorn 0 * 0 * 0 * Daniel Dornier 293,750(16) 2.2% 0 * 75,000 30.0% Randy K. Johnson 200,000(17) 1.5% 0 * 0 * Steven S. Abate 0(18) * 0 * 0 * Executive Officers and Directors as a Group (7 persons) 881,416 6.3% 0 * 75,000 30.0% - -------------- * Less then 1% (1) The address for Beaulieu Group, LLC and for Mr. and Mrs. Bouckaert is 1502 Coronet Drive, Dalton, Georgia 30720; the address for Greenwich AG and for Dr. Rainer Bischoff is Neuer Wall 32, 20354 Hamburg, Germany; the address for Aspen Capital Resources LLC is 8989 South Schofield Circle, Sandy, Utah 84093; the address for BER Investments, Ltd. is 2500 City West Blvd., Suite 1050, Houston, Texas 77042. The address for Messrs. Ranck, Dougherty, Martin, Thorn, Dornier, Johnson and Abate is c/o Venturi Technologies, Inc., 6295 East 56th Avenue, Commerce City, Colorado 80022. (2) The Series D Preferred Stock is convertible into common stock at the conversion ratio of two shares of common stock for each one share of Series D Preferred Stock. The Series D Preferred Stock currently has voting rights as if converted into common stock. (3) The Series F Preferred Stock is convertible into common stock at the conversion ratio of five shares of common stock for each one share of Series F Preferred Stock. The Series F Preferred Stock currently has voting rights as if converted into common stock. (4) The percentages shown are based on the amount of outstanding securities of the class or series indicated plus, for each shareholder, any securities such shareholder has the right to acquire within sixty days pursuant to options or warrants. (5) Consists of a presently exercisable warrant to purchase common stock. (6) Consists of 123,173 shares of common stock owned of record by Mr. Bouckaert and an immediately exercisable warrant to purchase 96,481 shares of common stock. (7) Consists of 123,173 shares of common stock owned of record by Mrs. Bouckaert and an immediately exercisable warrant to purchase 96,482 shares of common stock. (8) Mr. and Mrs. Bouckaert are the controlling owners of Beaulieu Group, LLC, and Mr. Bouckaert is the Chairman and Chief Executive Officer of Beaulieu Group, LLC. (9) Consists of 1,685,469 shares of common stock owned of record by Greenwich AG and an immediately exercisable warrant to purchase 89,754 shares of common stock. (10) Consists of a presently exercisable warrant to purchase common stock. In addition, Dr. Bischoff is a managing director of Greenwich AG. (11) Consists of 350,000 shares of common stock owned of record by Aspen Capital Resource Partners, LLC and presently exercisable warrants to purchase 1,033,333 shares of common stock. (12) Consists of a presently exercisable warrant to purchase common stock. (13) Does not include an option to purchase 212,000 shares or common stock, which will not vest within sixty days. Mr. Ranck is the managing partner of BER Investments, Ltd. (14) Does not include an option to purchase 850,000 shares of common stock, which will not vest within sixty days. (15) Includes 372,750 shares owned of record by Mr. Martin and 14,916 shares representing Mr. Martin's pro-rata portion of shares held by various partnerships of which Mr. Martin is a partner. (16) Consists of a presently exercisable warrant to purchase common stock. In addition, Mr. Dornier is a managing director of Greenwich AG. (17) Consists of a presently exercisable option to purchase common stock. (18) Does not include an option to purchase 100,000 shares of common stock, which will not vest within sixty days. -8- PROPOSAL NO. 2: PROPOSED APPROVAL OF AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE AMOUNT OF AUTHORIZED SHARES TO 50,000,000 SHARES OF COMMON STOCK AND 7,000,000 SHARES OF PREFERRED STOCK. The Company currently has outstanding 13,169,020 shares of common stock and 3,408,993 shares of preferred stock, convertible into 7,670,759 shares of common stock. In addition, the Company has issued or granted warrants to purchase a total of 3,885,178 shares of common stock and options to purchase a total of 4,304,894 shares of common stock. Management foresees a likelihood of issuing additional shares of common and preferred stock, and granting additional options and warrants in order to raise capital that will be needed to fund continuing operations and growth. In view of the foregoing, management has deemed it necessary for the Company to amend its Certificate of Incorporation to authorize the issuance of additional shares of both common and preferred stock. On March 9, 2000, the board of directors approved an amendment to the Company's Certificate of Incorporation increasing the number of shares of common stock the Company is authorized to issue from 27,000,000 to 50,000,000 shares and the number of shares of preferred stock the Company is authorized to issue from 5,000,000 to 7,000,000 shares. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES. PROPOSAL NO. 3: PROPOSED APPROVAL OF THE ADOPTION OF A STOCK INCENTIVE PLAN TO BE KNOWN AS THE 2000 STOCK INCENTIVE PLAN, AND TO ALLOCATE 1,750,000 SHARES OF COMMON STOCK TO THE PLAN. On March 9, 2000, the Company's Board of Directors terminated the Dual Stock Option Plan adopted by the Company in July 1997. As of the record date options to purchase a total of 1,822,569 shares of common stock had been granted under the Dual Stock Option Plan. Also on March 9, 2000 the board adopted, subject to approval by the Company's shareholders, a stock incentive plan to be known as the "Venturi Technologies, Inc. 2000 Stock Incentive Plan," and the board agreed to reserve for issuance under the Plan a total of 1,750,000 shares of the Company's common stock. In connection with the management transition that occurred during February and March 2000, the board granted a total of 1,462,000 options to the following individuals. 1,162,000 of the options are intended to have been issued under the Plan. Name Title No. Options ---- ----- ----------- Gaylord M. Karren Former Chairman and Chief 150,000 Executive Officer John M. Hopkins Former President and Director 150,000 Bruce E. Ranck Chairman of the Board 212,000 Michael F. Dougherty Chief Executive Officer 850,000 Stephen S. Abate Chief Financial Officer 100,000 The options granted to Messrs. Karren and Hopkins are five year non-qualified options with an exercise price of $0.01 per share, that are fully vested. These options were not granted as part of the Plan. The option granted to Mr. Ranck is a ten year non-qualified option with an exercise price of $2.40 per share that vests in increments of 37,334 shares per year, 50,000 shares at break-even, and 50,000 shares when the Company has three consecutive months of earnings before interest, taxes, depreciation and amortization ("EBITDA") in excess of $100,000. The option granted to Mr. Dougherty is a ten year incentive stock option with an exercise price of $2.40 per share that vests in increments of 150,000 shares per year, 200,000 shares at break-even, and 200,000 shares when the Company has three consecutive months of EBITDA in excess of $100,000. The option granted to Mr. Abate is a ten year incentive stock option with an exercise price of $2.40 per share that vests in increments of 17,650 shares per year, 23,530 shares when the Company achieves three consecutive months of break-even and 223,530 shares when the Company achieves three consecutive months of greater than $100,000 EBITDA. The options granted to Messrs. Ranck, Dougherty and Abate are intended to be granted under the Plan. The board believes that it is in the best interests of the Company to attract and retain the services of experienced and knowledgeable executive management, employees and consultants. The Plan is designed to provide an incentive to officers and other key employees of the Company and its subsidiaries and is intended to align the interests of these officers and other employees with those of the Company's shareholders. PLAN SUMMARY The 2000 Stock Incentive Plan (the "Plan") was adopted by the board on March 9, 2000, subject to shareholder approval. The Plan provides for the grant of incentive stock options to employees and nonstatutory stock options and stock purchase rights to employees, directors and consultants. A total of 1,750,000 shares of our common stock have been reserved for issuance under the Plan. The board of directors may amend, modify or terminate the Plan at any time as long as such amendment, modification or termination does not impair the rights of plan participants previously granted options under the Plan. The Plan will terminate March 9, 2010, unless terminated earlier by the board of directors. The compensation committee of -9- the board of directors administers the Plan and determines the terms of options granted, including the exercise price, the number of shares subject to individual option awards and the vesting period of such options. INCENTIVE STOCK OPTIONS. The terms of incentive stock options granted under the Plan are dictated in large measure by the Internal Revenue Code of 1986, as amended. Incentive stock options may only be granted to employees of the Company, and incentive stock options will automatically terminate unless exercised within ninety days after termination of employment. No employee may be granted incentive options to purchase more than 200,000 shares. The exercise price under incentive stock options cannot be lower than 100% of the fair market value of the common stock on the date of grant and, in the case of incentive stock options granted to holders of more than 10% of the Company's voting stock, not less than 110% of such fair market value. The term of an incentive stock option cannot exceed 10 years, and the term of an incentive stock option granted to a holder of more than 10% of the Company's voting stock cannot exceed five years. Stock purchase rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. NONSTATUTORY STOCK OPTIONS. Nonstatutory stock options may be granted under the Plan to employees, directors and consultants of the Company. The board of directors and the compensation committee of the board have broad discretion in the terms of nonstatutory stock options under the Plan, including the exercise price, term, vesting, etc. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO ADOPT THE 2000 STOCK INCENTIVE PLAN AND TO RESERVE 1,750,000 SHARES OF COMMON STOCK TO BE ISSUED UPON EXERCISE OF OPTIONS GRANTED UNDER THE PLAN. PROPOSAL NO. 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS On March 9, 2000, the board unanimously approved, subject to ratification by the Company's shareholders, the appointment of Child & Company, PC of Salt Lake City, Utah as the Company's independent auditors for the Company and its subsidiaries for the fiscal year ending December 31, 2000. Child & Company, PC has served as the Company's independent auditors since 1997. A representative of Child & Company, PC is expected to be present at the Annual Meeting and will have the opportunity to make statements and to respond to appropriate questions raised at the Annual Meeting. THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPOINTMENT OF CHILD & COMPANY, PC AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2000. ANNUAL REPORT A copy of the Company's Annual Report, including financial statements for the years ended December 31, 1998 and 1999 is being mailed with this Proxy Statement to shareholders of record on the Record Date. INDEPENDENT AUDITORS Child & Company, P.C. served as the Company's independent auditors for 1999. It is anticipated that a representative of Child & Company, P.C. will be present at the Annual Meeting and will be available to respond to appropriate questions. SHAREHOLDER PROPOSALS Shareholders who wish to include proposals for action at the Company's 2001 Annual Meeting of Shareholders in next year's proxy statement must, in addition to other applicable requirements, cause their proposals to be received in writing by the Company at its address set forth on the first page of this Proxy Statement no later than January 1, 2001. Such proposals should be addressed to the Company's Secretary and may be included in next year's proxy statement if they comply with certain rules and regulations promulgated by the Securities and Exchange Commission. -10- OTHER MATTERS PRESENTED BY MANAGEMENT Management knows of no matters other than those listed in the attached Notice of the Annual Meeting which are likely to be brought before the Annual Meeting. However, if any other matters should properly come before the Annual Meeting or any adjournment thereof, the persons named in the enclosed proxy will vote all proxies given to them in accordance with their best judgment of such matters. PRESENTED BY SHAREHOLDERS Pursuant to the Bylaws of the Company, only such business shall be conducted, and only such proposals shall be acted upon, at an annual meeting of shareholders as are properly brought before the meeting. For business to be properly brought before an annual meeting by a shareholder, in addition to any other applicable requirements, timely notice of the matter must be first given to the Secretary of the Company. To be timely, written notice must be received at the principal executive offices of the Company not less than 60 days nor more than 120 days prior to the scheduled meeting; provided, however, that if less than 70 days' notice or prior public disclosure of the date of the scheduled meeting has been given to shareholders, then notice of the proposed business matter must be received not later than 10 days after the mailing of notice of the meeting or such public disclosure. Any notice to the Secretary must include as to each matter the shareholder proposes to bring before the meeting: (a) a brief description of the proposal desired to be brought before the meeting and the reason for conducting such business at the annual meeting, (b) the name and record address of the shareholder proposing such business and any other shareholders known by such shareholder to be supporting such proposal, (c) the class and number of shares of the Company which are beneficially owned by the shareholder on the date of such shareholder notice and by other shareholders known by such shareholder to be supporting such proposal on the date of such shareholder notice, and (d) any financial interest of the shareholder in such proposal. Each shareholder is urged to complete, date, sign and promptly return the enclosed proxy card. Any questions should be addressed to Randy K. Johnson, Secretary of Venturi Technologies, Inc., 170 South Main Street, Suite 900, Salt Lake City, Utah 84111; telephone (801) 575-5000; fax (801) 575-5006. VENTURI TECHNOLOGIES, INC. ------------------------------------- Randy K. Johnson Secretary and General Counsel June 7, 2000 Salt Lake City, Utah -11- VENTURI TECHNOLOGIES, INC. PROXY FOR ANNUAL MEETING OF SHAREHOLDERS JUNE 22, 2000, 2:00 P.M. (CENTRAL TIME) THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF VENTURI TECHNOLOGIES, INC. THE UNDERSIGNED HEREBY APPOINTS MICHAEL F. DOUGHERTY AND RANDY K. JOHNSON, AND EACH OF THEM, EACH WITH FULL POWER OF SUBSTITUTION, AS PROXIES TO VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, JUNE 22, 2000, BEGINNING AT 2:00 P.M., (CENTRAL DAYLIGHT TIME), AT ADAMS MARK HOTEL, 2929 BRIARPARK DRIVE, HOUSTON, TEXAS, AND AT ALL ADJOURNMENTS THEREOF, ALL SHARES OF VOTING STOCK WHICH THE UNDERSIGNED WOULD BE ENTITLED TO VOTE ON MATTERS SET FORTH BELOW IF PERSONALLY PRESENT: 1. ELECTION OF DIRECTORS. [ ] FOR ALL NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE CONTRARY BELOW) [ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW.) BRUCE E. RANCK MICHAEL F. DOUGHERTY MITCHELL J. MARTIN DANIEL DORNIER STUART W. THORN 2. APPROVAL OF AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE AMOUNT OF AUTHORIZED SHARES. [ ] FOR [ ] AGAINST [ ] ABSTAIN 3. APPROVAL OF THE ADOPTION OF A STOCK INCENTIVE PLAN TO BE KNOWN AS THE 2000 STOCK INCENTIVE PLAN, AND TO ALLOCATE 1,750,000 SHARES OF COMMON STOCK TO THE PLAN. [ ] FOR [ ] AGAINST [ ] ABSTAIN 4. APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS. [ ] FOR [ ] AGAINST [ ] ABSTAIN ________________________________________________________________________________ THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF. DATED: ___________________________, 2000 ________________________________________________________________________________ SIGNATURE ________________________________________________________________________________ (THIS PROXY SHOULD BE MARKED, DATED AND SIGNED BY EACH SHAREHOLDER EXACTLY AS SUCH SHAREHOLDER'S NAME APPEARS HEREON AND RETURNED PROMPTLY. PERSONS SIGNING IN A FIDUCIARY CAPACITY SHOULD SO INDICATE. IF SHARES ARE HELD BY JOINT TENANTS OR AS COMMUNITY PROPERTY, BOTH SHOULD SIGN. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATION NAME BY THE PRESIDENT OR BY AN AUTHORIZED CORPORATE OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.) SHAREHOLDERS SHOULD MARK, SIGN AND RETURN THIS PROXY PROMPTLY TO: VENTURI TECHNOLOGIES, INC. C/O MACKEY, PRICE & WILLIAMS 170 SOUTH MAIN STREET, SUITE 900 SALT LAKE CITY, UTAH 84101-1655