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 Rule 14a-11(c) or Rule 14a-12
Advanced Lumitech, 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):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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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ADVANCED LUMITECH INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held May 28, 1999
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To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Advanced
Lumitech Inc., a Nevada corporation (the "Company"), will be held at the
offices of Ernst & Young LLP, located at 200 Clarendon Street, Boston,
Massachusetts, on Friday, May 28, 1999, at 10:00 a.m. for the following
purposes:
1. To elect three directors.
2. To transact any and all other business that may properly come before the
meeting.
All stockholders of record at the close of business on April 23, 1999 are
entitled to notice of and to vote at this meeting.
Stockholders are requested to sign and date the enclosed proxy and return it
in the enclosed envelope. The envelope requires no postage if mailed in the
United States. The Company's 1998 Annual Report on Form 10-K, which contains
financial statements and other information of interest to stockholders, is
enclosed with this Notice and the accompanying Proxy Statement.
By order of the Board of Directors
Francois Planche
Secretary
April 30, 1999
ADVANCED LUMITECH, INC.
PROXY STATEMENT
Annual Meeting of Stockholders
May 28, 1999
General
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Advanced Lumitech, Inc., a Nevada
corporation (the "Company"), for the Annual Meeting of Stockholders of the
Company to be held on Friday, May 28, 1999, at the offices of Ernst & Young
LLP, located at 200 Clarendon Street, Boston, Massachusetts, and any
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting.
This Proxy Statement is first being distributed to stockholders on or about
April 30, 1999. The Company's 1998 Annual Report of Form 10-K for the fiscal
year ended December 31, 1998, accompanies this Proxy Statement.
Voting Rights and Outstanding Shares
As of April 23, 1999, the Company had outstanding 27,679,602 shares of
Common Stock. Each share of Common Stock entitles the holder of record thereof
at the close of business on April 23, 1999 to one vote on the matters to be
voted upon at the meeting.
The expenses of preparing, printing and assembling the materials used in the
solicitation of proxies will be borne by the Company. In addition to the
solicitation of proxies by use of the mails, the Company may also utilize the
services of some of its officers and employees (who will receive no
compensation therefor in addition to their regular salaries) to solicit
proxies personally and by mail, telephone and telegraph from brokerage houses
and other stockholders.
If the enclosed form of proxy is properly signed and returned, the shares
represented thereby will be voted. If the stockholder specifies in the proxy
how the shares are to be voted, they will be voted as specified. If the
stockholder does not specify how the shares are to be voted, they will be
voted to elect the three nominees listed under "Election of Directors," or the
nominees for which approval has not been withheld. Should any person so named
be unable or unwilling to serve as director, the persons named in the form of
proxy for the Annual Meeting intend to vote for such other person as the Board
of Directors may recommend. Any stockholder has the right to revoke his or her
proxy at any time before it is voted by attending the meeting and voting in
person or filing with the Secretary of the Company a written instrument
revoking the proxy or delivering another newly executed proxy bearing a later
date.
At the date hereof, management of the Company has no knowledge of any
business other than that described in the notice for the Annual Meeting which
will be presented for consideration at such meeting. If any other business
should come before such meeting, the persons appointed by the enclosed form of
proxy shall have discretionary authority to vote all such proxies as they
shall decide.
Quorum, Required Votes and Method of Tabulation
Consistent with state law and under the Company's by-laws, a majority of the
shares entitled to be cast on a particular matter, present in person or
represented by proxy, constitutes a quorum as to such matter. Votes cast by
proxy or in person at the Annual Meeting will be counted by persons appointed
by the Company to act as election inspectors for the meeting. The three
nominees for election as directors at the Annual Meeting who receive the
greatest number of votes properly cast for the election of directors shall be
elected directors. A favorable vote of a majority of the shares present or
represented by proxy and voting at the Annual Meeting is required for the
approval of any other matter to be voted on.
1
The election inspectors will count the total number of votes cast "for"
approval of proposals, other than the election of directors, for purposes of
determining whether sufficient affirmative votes have been cast. The election
inspectors will count shares represented by proxies that withhold authority to
vote for a nominee for election as a director or that reflect abstentions and
"broker non-votes" (i.e., shares represented at the meeting held by brokers or
nominees as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have the discretionary voting power on a particular matter) only as
shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum, but neither abstentions nor broker non-
votes have any effect on the outcome of voting on the matter.
1. ELECTION OF DIRECTORS
At the Annual Meeting it is intended that the Company's Board of Directors
be elected to hold office until the next Annual Meeting and until their
successors shall have been duly elected and qualified. Information regarding
nominees is set forth below. All nominees are currently directors of the
Company.
Name Age Position with the Company
---- --- -------------------------
Patrick Planche....... 35 Chief Executive Officer, President, Treasurer and
Director
Francois Planche...... 42 Secretary, Director
Jose Canales la Rosa.. 42 Director
Mr. Patrick Planche has been Chief Executive Officer, President and a
director of the Company since August 1998. He is the President, a director and
co-founder of the Company's wholly owned subsidiary, Lumitech S.A. ("Swiss
Lumitech"), which was organized in 1992 under the name OTWD On Time Diffusion
S.A. Swiss Lumitech was engaged in the international publication and
distribution of the book A Guide to Swatchwatches, before redirecting its
activities in 1993 to the field of photoluminescence and graphic arts. Patrick
Planche is the brother of Francois Planche.
Mr. Francois Planche has been a director of the Company since August 1998;
and is a director and co-founder of the Company's wholly owned subsidiary,
Swiss Lumitech. He is the author of the reference book, A Guide to
Swatchwatches, which was published and distributed by Swiss Lumitech prior to
its change in strategic direction in 1993 to the field of photoluminescence
and graphic arts. Francois Planche is the brother of Patrick Planche.
Mr. Jose Canales la Rosa has been a director of the Company since August
1998; and, since 1997 has collaborated with Swiss Lumitech in the development
of luminescent pictures for textiles, as well as the industrialization of
manufacturing processes for luminescent printing sheets. Since 1987, Mr.
Canales has been a co-director of Widemex B.V. (Holland), a leading company in
the manufacture of household textiles.
During the fiscal year ended December 31, 1998, the Company's Board of
Directors did not hold any meetings, but acted by unanimous written consent on
two occasions. There are no committees of the Board of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's
Common Stock owned as of April 23, 1999 (except as noted below) by (i) each
person (or group of affiliated persons) known by the Company to be the
beneficial owner of more than 5% of the Company's Common Stock, (ii) each of
the Company's directors, (iii) the Chief Executive Officer and each of the
other individuals named in the Summary Compensation Table (hereafter referred
to as the "Named Executive Officers") and (iv) all current executive
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officers and directors as a group. Except as otherwise indicated in the
footnotes to this table, the Company believes that each of the persons or
entities named in this table has sole voting and investment power with respect
to all the shares of Common Stock indicated.
Number of Shares
Beneficially
Owned Percent
---------------- -------
Directors and Named Executive Officers
Patrick Planche...................................... 8,000,000 28.9%
36 Avenue Cardinal-Mermillod,
1227 Carouge, Switzerland
Francois Planche..................................... 8,000,000 28.9%
36 Avenue Cardinal-Mermillod,
1227 Carouge, Switzerland
Jose Canales la Rosa................................. 2,040,000 7.4%
Oostrikkerdijk 21 A
5595 SC Leende
The Netherlands
All executive officers and directors as a group (3
persons)............................................ 18,040,000 65.2%
Additional 5% Stockholders
Holding Canales B.V. (1)............................. 4,000,000 14.5%
Oostrikkerdijk 21 A
5595 SC Leende
The Netherlands
Mexor B.V. (1)....................................... 1,960,000 7.1%
Spaarpot 5
5667 KV Geldrop
The Netherlands
Orfedor S.A. (1)..................................... 1,960,000 7.1%
23 rue du Maillard
Senia 410
94567 Rungis Cedex
France
Dikran Meguerditch Gabrache (1)...................... 1,764,000 6.4%
23 rue du Maillard
Senia 410
94567 Rungis Cedex
France
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(1) As reported in, and based solely upon, a Schedule 13D, filed with the
Securities and Exchange Commission on April 26, 1999, by Holding Canales
B.V. and others (the "Canales Schedule 13D"). According to the Canales
Schedule 13D, of the 4,000,000 shares of the Company's Common Stock owned
by Holding Canales B.V., (the "Holding Canales Shares"), (i) Holding
Canales B.V. beneficially owns all 4,000,000 of the Holding Canales Shares,
(ii) Jose Canales la Rosa beneficially owns 2,040,000 of the Holding
Canales Shares, (iii) Mexor B.V. beneficially owns 1,960,000 of the Holding
Canales Shares, (iv) Orfedor S.A. beneficially owns 1,960,000 of the
Holding Canales Shares, and (v) Dikran Meguerditch Gabrache beneficially
owns 1,764,000 of the Holding Canales Shares. In each case, the beneficial
owner listed above shares voting and dispositive power over such shares.
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EXECUTIVE OFFICERS
The executive officers of the Company as of March 13, 1998 are as follows:
Name Age Position with the Company
---- --- -------------------------
Patrick Planche........... 35 Chief Executive Officer, President, and Treasurer
Francois Planche.......... 42 Secretary
Mr. Patrick Planche has been President and Chief Executive Officer of the
Company since August 1998. Prior to that he was, and continues to serve as an
executive officer of the Company's wholly owned subsidiary, Swiss Lumitech.
See "Election of Directors".
Mr. Francois Planche has been Secretary of the Company since August 1998.
Prior to that he was, and continues to serve as an executive officer of the
Company's wholly owned subsidiary, Swiss Lumitech. See "Election of
Directors".
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries to or on
behalf of the Chief Executive Officer and each of the other executive officers
whose cash compensation exceeded $100,000 annually for the fiscal years ended
December 31, 1998, 1997 and 1996:
Summary Compensation Table
Long-Term
Annual Compensation (1) Compensation (1) (2)
-------------------------- ----------------------
Name and Principal Other Annual All other
Position Year Salary Bonus Compensation Awards Payouts Compensation
------------------ ---- ------- ----- ------------ ---------- ---------- ------------
Patrick Planche,
President and
Chief Executive
Officer............. 1998 $14,000 None None None None None
1997 $ 8,000 None None None None None
1996 $16,000 None None None None None
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(1) For accounting purposes, the Company's acquisition of Lumitech S.A.
("Swiss Lumitech") was treated as a reverse acquisition of the Company by
Swiss Lumitech, although the Company was the legal acquirer of Swiss
Lumitech. Accordingly, the compensation figures include, as to 1998, total
compensation paid by Swiss Lumitech and the Company and, as to 1997 and
1996, compensation paid solely by Swiss Lumitech.
(2) Neither the Company nor Swiss Lumitech maintains a "long term incentive
plan", as that term is defined in applicable rules. Moreover, neither the
Company nor Swiss Lumitech has stock option or similar plan, and neither
has issued to its officers or employees any options, awards or other
rights to acquire securities of the Company.
Stock Options
The Company does not maintain a stock option or other incentive plan for
officers or employees. The Company has not issued to its officers or
employees, and there are not outstanding, any options or other rights to
acquire securities of the Company.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Board of Directors of the Company has not constituted a Compensation
Committee from its members and accordingly the following is the report of the
entire Board of Directors. The Board is responsible for reviewing the
compensation of the executive officers of the Company.
Compensation Philosophy. The Company has not developed a formal plan for
the compensation management, as its primary focus, and application of working
capital, is the development of its products and markets. In structuring any
compensation program for management, however, the Board of Directors will seek
to establish compensation policies that provide management with a performance
incentive, and that align the interests of senior management with stockholder
interests. Such program will include salary and annual incentives as its basic
components and, in establishing the total amount and mix of these components
of compensation, the Board expects to consider the past performance and
anticipated future contribution of each executive officer.
Salary. The salaries of the executive officers (including the Chief
Executive Officer) are reviewed annually by the Board of Directors. The Board
has not considered compensation levels for comparable positions at similar
companies in determining compensation levels for management. Instead,
compensation levels for executive officers have been based on the Board's
assessment of the Company's liquidity and corresponding ability to compensate
its executive officers at any level.
Annual Incentives. The Board historically has never approved or, thus far,
even considered an executive incentive plan which would provide executive
officers (including the Chief Executive Officer) with the opportunity to earn
specified percentages of their base salary based upon targeted financial goals
or the achievement of individual objectives and a subjective assessment of the
executive's performance. There were no incentive awards or bonuses paid in the
1998 fiscal year, and the Board of Directors is not considering bonus or
incentive awards for management in the current fiscal year.
Compensation of the Chief Executive Officer. Mr. Patrick Planche's salary
for fiscal 1998 was determined by the Board based upon the Company's working
capital limitations, and was not intended to reflect the Board's view of his
value to the Company. No salary, bonus or other compensation obligation has
been accrued by the Company to compensate Mr. Planche for his efforts on the
Company's behalf in fiscal 1998
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
disallows a tax deduction to public companies for compensation over $1,000,000
in any year to the company's chief executive officer or any of the four other
highest paid executive officers. Qualifying performance-based compensation
will not be subject to the deduction limit if certain requirements are
satisfied. As was the case in fiscal 1998, the Board of Directors anticipates
that in fiscal 1999 all compensation to executive officers will be fully
deductible under Section 162(m). The committee therefore has not yet found it
necessary to enact a policy with respect to qualifying compensation paid to
executive officers for deductibility.
The Board of Directors
Patrick Planche
Francois Planche
Jose Canales la Rosa
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At December 31, 1998, a company controlled by one of the Company's directors
(the "Netherlands Affiliate") had agreed to terminate and cancel a license
arrangement dated June 30, 1997 pursuant to which the Netherlands Affiliate
had obtained an exclusive license to use and exploit the Company's
luminescence technology in a territory comprised of the European countries.
Pursuant to said informal agreement, the Company had agreed to the payment of
$170,000 to the Netherlands Affiliate of which $ 70,000 was to reimburse said
Netherlands Affiliate for costs and expenses it paid or incurred in the
development of processes, products and markets. By agreement dated March 31,
1999, the Netherlands Affiliate formally agreed to the termination of its
exclusive license in consideration for which the Company confirmed its
agreement to pay said $70,000 in reimbursement of the costs and expenses of
the Netherlands Affiliate, and further agreed to repay the Netherlands
Affiliate the $100,000 paid by the Netherlands Affiliate to the Company in
1997. Said agreement contemplates the payment of such amounts, without
interest, at any time on or before March 31, 2004. In fiscal 1998, the Company
paid approximately $60,000 of the aggregate $170,000 due the Netherlands
Affiliate.
In fiscal 1998, the Company repaid $66,000 in loans from directors, leaving
an outstanding aggregate balance of loans from directors of $256,000 at
December 31, 1998. Such loans, which bear interest at an annual rate of seven
percent, are not secured, and the Directors have agreed not to require any
payments with respect to such loans prior to January 1, 2000.
PERFORMANCE
The Company's common stock has not been registered under Section 12 of the
Securities Exchange of 1934. From inception to the date of the Company's
acquisition of Swiss Lumitech on August 13, 1998, there was no trading market
for the Company's common stock. Since August 13, 1998, the Company's common
stock has been traded Over-the-Counter Bulletin Board (US OTC-BB) under the
symbol "ADLU."
The following table sets forth,on a per share basis, the range of high and
low bid information for the common stock for each quarter since August 13,
1998:
High Low
------- -------
Period from August 13, 1998, through September 30, 1998........ $1.2500 $0.2500
Period from October 1, 1998, through December 31, 1998......... $1.4218 $0.5625
There is insufficient data for the Company to provide a performance graph
that would provide meaningful information to the Company's stockholders and
investors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 would require the
Company's officers and directors and persons who beneficially own more than
10% of the Company's Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. if the Company's Common Stock were
registered under Section 12 of such Act. The Company's Common Stock is not so
registered. Based solely on its review of the copies of such reports received
by it, and written representations from certain reporting persons, the Company
believes that during the fiscal year ended December 31, 1998, each of Patrick
Planche, Francois Planche, Jose Canales la Rosa and Holding Canales B.V.
voluntarily could have filed Forms 3 in connection with their acquisition of
Common Stock of the Company in August 1998; each instead subsequently filed a
Form 5 to reflect the single transaction in which each acquired shares of the
Common Stock of the Company.
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ADJOURNMENT OF MEETING
In the event that sufficient votes in favor of the election of the nominees
for director listed in this Proxy Statement (the "Nominees") or any other
matter presented hereunder are not received by May 19, 1999, the persons named
as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of the shares present in person or by proxy at
the session of the meeting to be adjourned. The persons named as proxies will
vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the Nominees and all such other matters. They will vote
against any such adjournment those proxies withholding authority to vote on
any Nominee and voting against or abstaining with respect to all other such
matters. The Company will pay the costs of any additional solicitation and of
any adjourned meetings.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2000 Annual Meeting of
Stockholders must be received at the Company's principal executive office,
located at 36 Avenue Cardinal--Mermillod, 1227 Carouge, Switzerland, not later
than December 31, 1999, in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
Effective January 1999, the Company appointed Ernst & Young LLP, as the
Company's independent auditors, to examine the financial statements of the
Company for fiscal 1998. The Company expects that representatives of Ernst &
Young LLP will be present at the Annual Meeting and available to respond to
appropriate questions, and such representatives will be given the opportunity
to make a statement if they desire to do so.
Immediately prior to the selection of Ernst & Young LLP, by decision of the
Company's board of directors it was determined that it would be in the best
interests of the Company to dismiss its former independent accountants, Smith
& Company. In the two fiscal years and subsequent interim period prior to the
dismissal of Smith & Company, there were no reports on the financial
statements of the Registrant containing any adverse opinion or disclaimer of
opinion, no such reports were qualified or modified as to uncertainty, audit
scope or accounting principles, and there were no disagreements with Smith &
Company concerning any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
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APPENDIX A
DETACH HERE
PROXY
ADVANCED LUMITECH INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 28, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Patrick Planche and Francois Planche, each
of them with power of substitution to each, to represent and to vote at the
Annual Meeting of Stockholders to be held on May 28, 1999 at 10:00 a.m., and at
any adjournments or postponements thereof all shares of Common Stock of the
Company as to which the undersigned would be entitled to vote if present. The
undersigned instructs such proxies, or their substitutes, to vote in such manner
as they may determine on any matters which may come before the meeting, and to
vote on the following as specified by the undersigned. All proxies heretofore
given by the undersigned in respect of said meeting are hereby revoked.
Unless otherwise specified in the boxes provided on the reverse side
hereof, the proxy will be voted FOR the election as directors of all nominees
named hereon or any of such nominees for which approval is not withheld, and in
the discretion of the named proxies as to any other matter not known a
reasonable time before this solicitation that may come before this meeting or
any adjournments or postponements thereof.
CONTINUED AND TO BE SIGNED ON REVERSE [SEE REVERSE SIDE]
DETACH HERE
PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE
The Board of Directors recommends a vote FOR the following proposals:
PLEASE DO NOT FOLD THIS PROXY.
1. Election of Directors.
Nominees: Patrick Planche, Francois Planche, Jose Canales la Rosa
/ /FOR / /WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
/ / ___________________________________________________
For all nominees except as noted above
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS
SPECIFIED, THEN THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF ALL
NOMINEES NAMED HEREON, ON ANY OF SUCH NOMINEES FOR WHICH APPROVAL HAS NOT BEEN
WITHHELD. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AN MAY PROPERLY COME BEFORE THE MEETING.
/ /MARK HERE FOR ADDRESS CHANGE AND
NOTE AT LEFT
Please sign your name exactly as it
appears on your stock certificates, write
in the date and return this proxy as soon
as possible. If the stock is registered
in more than one name, each joint owner
should sign personally. Attorney,
executor, administrator, trustee or
guardian must give full title as such.
Only authorized officers should sign for
corporations and should state his or her
title.
Signature: _______________Date: ______ Signature: __________________Date: ______