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
INFINITY, INC.
(Name of Registrant as Specified in Its Charter)
INFINITY, INC.
(Name of Person(s) Filing Proxy Statement)
INFINITY, INC.
211 West 14th Street
Chanute, Kansas 66720
(316) 431-6200
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 20, 2000
TO THE SHAREHOLDERS OF INFINITY, INC.:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of
Infinity, Inc., a Colorado corporation (the "Company"), will be held at the
Company's headquarters at 211 West 14th Street, Chanute, Kansas, on Thursday,
July 20, 2000, at 9:00 a.m., Central Time, and at any and all adjournments
thereof, for the purpose of considering and acting upon the following matters.
1. The election of four (4) Directors of the Company to serve until the
next Annual Meeting of Shareholders and until their successors have been duly
elected and qualified;
2. The ratification of the appointment of Sartain Fischbein & Co. as the
Company's independent auditors;
3. The approval of the Company's 2000 Stock Option Plan; and
4. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of the $.0001 par value Common Stock of the Company of
record at the close of business on June 21, 2000, will be entitled to notice
of and to vote at the Meeting or at any adjournment or adjournments thereof.
The proxies are being solicited by the Board of Directors of the Company.
All shareholders, whether or not they expect to attend the Annual
Meeting of Shareholders in person, are urged to sign and date the enclosed
Proxy and return it promptly in the enclosed postage-paid envelope which
requires no additional postage if mailed in the United States. The giving of
a proxy will not affect your right to vote in person if you attend the
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
STANTON E. ROSS, PRESIDENT
Chanute, Kansas
June 21, 2000
INFINITY, INC.
211 West 14th Street
Chanute, Kansas 66720
(316) 431-6200
------------------------------
PROXY STATEMENT
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 20, 2000
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Infinity, Inc., a Colorado corporation (the "Company"), for use
at the Company's Annual Meeting of Shareholders to be held at the Company's
headquarters at 211 West 14th Street, Chanute, Kansas, on Thursday, July 20,
2000, at 9:00 a.m., Central Time, and at any and all adjournments thereof. It
is anticipated that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's shareholders on or about June 26, 2000.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated
that solicitations of proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its Directors, Officers
and employees to solicit proxies personally or by telephone, without
additional salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2000, is being simultaneously mailed to the Company's shareholders,
but does not constitute part of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's
$.0001 par value Common Stock, with each share entitled to one vote. Only
shareholders of record at the close of business on June 21, 2000, are entitled
to notice of and to vote at the Meeting or any adjournment thereof. On June
21, 2000, the Company had 2,953,911 shares of its $.0001 par value Common
Stock outstanding, each share of which is entitled to one vote on all matters
to be voted upon at the Meeting, including the election of Directors.
Cumulative voting in the election of Directors is not permitted.
A majority of the Company's outstanding common stock represented in
person or by proxy shall constitute a quorum at the Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of the
Company's $.0001 par value common stock owned beneficially, as of June 21,
2000, by any person, who is known to the Company to be the beneficial owner of
5% or more of such common stock, and, in addition, by each Director and
Executive Officer of the Company, and by all Directors and Executive Officers
of the Company as a group. Information as to beneficial ownership is based
upon statements furnished to the Company by such persons.
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------- --------------------- --------
Stanton E. Ross 484,554 (1) 16.0%
211 West 14th Street
Chanute, KS 66720
Jon D. Klugh 10,000 (2) 0.3%
211 West 14th Street
Chanute, KS 66720
Jeffrey L. Dale 30,375 (3) 1.0%
1027 West 5th
Chanute, KS 66720
George R. Jones 70,000 (3) 2.3%
Suite 100
200 East 1st Street
Wichita, KS 67202
Leroy C. Richie 35,000 (3) 1.2%
585 Shirley Road
Birmingham, MI 48009
All Directors and 629,929 20.1%
Executive Officers
as a group (5 persons)
____________________
(1) Includes 77,500 shares which may be purchased within 60 days under
stock options held by Mr. Ross.
(2) Includes 10,000 shares which may be purchased within 60 days under
stock options held by Mr. Klugh.
(3) Includes 30,000 shares which may be purchased within 60 days under
stock options held by the named person.
There are no known agreements, the operation of which may at a subsequent
date result in a change in control of the Company.
2
ELECTION OF DIRECTORS
The number of Directors of the Company is currently set at four (4)
Directors. The Board of Directors recommends the election as Directors of the
four (4) nominees listed below, to hold office until the next Annual Meeting
of Shareholders and until their successors are elected and qualified or until
their earlier death, resignation or removal. Each of the current members of
the present Board of Directors has been nominated for reelection. The person
named as "Proxy" in the enclosed form of Proxy will vote the shares
represented by all valid returned proxies in accordance with the
specifications of the shareholders returning such proxies. If at the time of
the Meeting any of the nominees named below should be unable to serve, which
event is not expected to occur, the discretionary authority provided in the
Proxy will be exercised to vote for such substitute nominee or nominees, if
any, as shall be designated by the Board of Directors.
The following table sets forth the name and age of each nominee for
Director, indicating all positions and offices with the Company presently
held, and the period during which each person has served as a Director:
POSITIONS AND OFFICES HELD AND
NAME AGE TERM AS A DIRECTOR
- ----------------- --- --------------------------------------------
Stanton E. Ross 38 President, Treasurer and Director since
March 1992
Jeffrey L. Dale 38 Director since February 1998
George R. Jones 71 Director since June 1999
Leroy C. Richie 58 Director since June 1999
There is no family relationship between any Director or Executive Officer
of the Company.
The Company presently has no nominating committees, but does have an
audit committee and a compensation committee each of which presently consist
of Jeffrey L. Dale, George R. Jones and Leroy C. Richie. During the fiscal
year ended March 31, 2000, each of these committees held one meeting.
Set forth below are the names of all directors, nominees for director and
executive officers of the Company, all positions and offices with the Company
held by each such person, the period during which he has served as such, and
the principal occupations and employment of such persons during at least the
last five years:
STANTON E. ROSS. Mr. Ross has been President, Treasurer and a Director
of the Company since March 1992, and serves as an officer and director of each
of the Company's subsidiaries. From 1991 until March 1992, he also founded
and served as President of Midwest Financial, a financial services corporation
involved in mergers, acquisitions and financing for corporations in the
Midwest. From 1990 to 1991, Mr. Ross was employed by Duggan Securities, Inc.,
an investment banking firm in Overland Park, Kansas, where he primarily worked
in corporate finance. From 1989 to 1990, he was employed by Stifel, Nicolaus
& Co., a member of the New York Stock Exchange, where he was an investment
executive. From 1987 to 1989, Mr. Ross was self-employed as a business
consultant. From 1985 to 1987, Mr. Ross was President and founder of Kansas
Microwave, Inc. which developed a radar detector product. From 1981 to 1985,
he was employed by Birdview Satellite Communications, Inc. which manufactured
and marketed home satellite television systems, initially as a salesman and
later as National Sales Manager.
3
JEFFREY L. DALE. Mr. Dale has been a Director of the Company since
February 23, 1998. He is currently Partner and Operations Manager for Verde
Oil Company ("Verde"), a privately held, independent oil and gas company. Mr.
Dale has been employed by Verde since 1986. Verde, headquartered in San
Antonio, Texas, currently operates approximately 500 oil, gas and coalbed
methane wells. Mr. Dale has extensive experience in the drilling, completion
and operation of wells in the Mid-continent region of the U.S. and Canada.
Mr. Dale received a B.S. Degree in Geology from the University of North Dakota
in 1986.
GEORGE R. JONES. Mr. Jones has been a Director of the Company since June
1, 1999. Since 1986 he has been President of Stroud Oil Properties, Inc.
Earlier in his career, Mr. Jones served as Senior Supervisory Geologist with
Creole Petroleum, a subsidiary of Exxon Corporation. Stroud Oil Properties,
Inc. has extensive waterflood and coalbed methane experience. Recently,
Stroud Oil Properties, Inc. served as managing partner and part owner of
Apache Canyon Gas, L.L.C., owner of a large leasehold in the Raton Basin of
Colorado producing in excess of 20 million cubic feet of gas per day. Mr.
Jones received a BS Degree in Geology from Kansas State University in 1948.
LEROY C. RICHIE. Mr. Richie has been a Director of the Company since
June 1, 1999. He has been President of Capitol Coating Technologies, Inc.
since April 1999. From September 1998 to April 1999 he was President of
Intrepid World Communications. Mr. Richie was formerly Vice President of
Chrysler Corporation and General Counsel for automotive legal affairs, where
he directed all legal affairs for that company's automotive operations from
1986 to 1997. He is currently a member of the Board of Directors of Kerr-McGee
Corporation, an Oklahoma City-based energy and chemical company. Before
joining Chrysler, he served as Director of the New York office of the Federal
Trade Commission. Mr. Richie received a BA Degree from City College of New
York in 1970 and a JD Degree from the New York University School of Law in
1973.
JON D. KLUGH. Mr. Klugh has been the Company's Chief Financial Officer
since September 1999, and its Secretary since October 1999. He also serves as
an officer of each of the Company's subsidiaries. Prior to joining the
Company, Mr. Klugh was the Manager of Regulatory Reporting and had supervisory
responsibility for operating processes and procedures with Continental
Resources, Inc., a privately held, independent oil and gas company located in
Enid, Oklahoma from March 1996 until September 1999. From April 1994 until
March 1996, Mr. Klugh worked for Koch Exploration Company, an oil and gas
exploration company in Wichita, Kansas. Mr. Klugh began his career at Conoco,
Inc., an integrated, international energy company based in Houston, Texas in
1985, and worked in various accounting, finance and regulatory positions until
joining Koch Exploration Company in 1994. Mr. Klugh received a B.A. Degree,
with an emphasis in Accounting, from Southwestern College, Winfield, Kansas,
in 1985. He is 37 years old.
The Company's Directors hold office until the next annual meeting of the
shareholders and until their successors have been elected and qualified.
The Officers of the Company are elected by the Board of Directors at the
first meeting after each annual meeting of the Company's shareholders, and
hold office until their death, or until they shall resign or have been removed
from office.
During the fiscal year ended March 31, 2000, the Company's Board of
Directors held two formal meetings. Each of the Directors were in attendance
at each meeting of the Board of Directors and of the Committees of which they
were members. The Board of Directors also acted by consent on ten separate
occasions.
4
The Company's executive officers hold office until the next annual
meeting of the directors of the Company which is currently scheduled for July
20, 2000. There are no known arrangements or understandings between any
director or executive officer and any other person pursuant to which any of
the above-named executive officers or directors or nominees was selected as an
officer or director or nominee for director of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were either a
Director, Officer or beneficial owner of more than 10% of the Company's Common
Stock, failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act during the most recent fiscal year, except that George R.
Jones, a Director, filed one Form 4 reporting one transaction late and Jon D.
Klugh, an Officer, filed a Form 3 late.
COMPENSATION
The following tables set forth information regarding executive
compensation for the Company's President and Chief Executive Officer. No
executive officer received compensation in excess of $100,000 for any of the
years ended March 31, 2000, 1999 and 1998:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
--------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------- ----------------- -------
SECURI-
TIES
RE- UNDERLY-
OTHER STRICT- ING ALL
ANNUAL ED OPTIONS OTHER
NAME AND PRINCIPAL COMPEN- STOCK /SARs LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION AWARD(S) (NUMBER) PAYOUTS SATION
- ------------------ ---- ------ ----- ------ -------- -------- ------- ------
Stanton E. Ross, 2000 $80,000 -0- $6,000* -0- 40,000 -0- $-0-
President and 1999 $80,000 -0- $7,800* -0- -0- -0- $-0-
Chief Executive 1998 $70,000 -0- $7,800* -0- -0- -0- $-0-
Officer
- -----------------
* Represents an automobile allowance.
5
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees or Base Expiration
Name Granted(#) in Fiscal Year Price($/Sh) Date
---- ------------ -------------- ----------- ----------
Stanton E. Ross 40,000* 19.1% $3.00 9/22/2004
_____________
* Of these options, 20,000 are contingent on shareholder approval of the
Company's 2000 Stock Option Plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
SECURITIES
UNDERLYING VALUE OF UNEXER-
SHARES UNEXERCISED CISED IN-THE
ACQUIRED OPTIONS MONEY OPTIONS/
ON SARs AT FY-END SARs AT FY-END
EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (NUMBER) REALIZED UNEXERCISABLE UNEXERCISABLE
---- -------- -------- -------------- ---------------
Stanton E. Ross -0- -0- 57,500 / 20,000 $174,375/$90,000
Effective February 1, 1992, Stanton E. Ross, the Company's President,
entered into an employment agreement with the Company's subsidiary which
provides for a base salary of $60,000 per year, plus commissions based on
installations of the Company's products which result from the efforts of Mr.
Ross. Commissions of up to 10% of the sales price may be earned by Mr. Ross
under these arrangements. The term of this employment agreement was through
February 1, 1994, but may be automatically extended for additional one year
periods unless either party notifies the other at least 30 days prior to the
expiration date.
Effective April 1, 1999, members of the Board of Directors who are not
employees of the Company receive a fee of $5,000 per quarter. They are also
entitled to reimbursement of reasonable travel expenses incurred by them in
attending Board meetings.
Except as disclosed below, the Company has no retirement, pension, profit
sharing or other plans covering its Officers and Directors.
1992 STOCK OPTION PLAN
On February 1992, the Board of Directors adopted a Stock Option Plan (the
"1992 Plan") which was approved by the Company's shareholders in March 1992.
The 1992 Plan allows the Board to grant stock options from time to time to
employees, officers and directors of the Company and consultants to the
Company. The Board has the power to determine at the time the option is
granted whether the option will be an Incentive Stock Option (an option which
qualifies under Section 422 of the Internal Revenue Code of 1986) or an option
which is not an Incentive Stock Option. However, Incentive Stock Options will
only be granted to persons who are employees or officers of the Company.
6
Vesting provisions are determined by the Board at the time options are
granted. The total number of shares of Common Stock subject to options under
the 1992 Plan may not exceed 208,333 subject to adjustment in the event of
certain recapitalizations, reorganizations and so forth. The option price
must be satisfied by the payment of cash. The Board of Directors may amend
the 1992 Plan at any time, provided that the Board may not amend the 1992 Plan
to materially increase the benefits accruing to participants under the 1992
Plan, or materially change the eligible classes of participants without
shareholder approval.
As of March 31, 2000, options to purchase 165,610 shares of Common Stock
were outstanding under the 1992 Plan with exercise prices ranging from $3.00
to $8.00 per share.
1999 STOCK OPTION PLAN
On September 9, 1999, the Board of Directors adopted the 1999 Stock
Option Plan (the "1999 Plan") which was approved by the Company's shareholders
in October 1999. The 1999 Plan allows the Board to grant stock options from
time to time to employees, officers and directors of the Company and
consultants to the Company. The Board has the power to determine at the time
the option is granted whether the option will be an Incentive Stock Option (an
option which qualifies under Section 422 of the Internal Revenue Code of 1986)
or an option which is not an Incentive Stock Option. However, Incentive Stock
Options will only be granted to persons who are employees or officers of the
Company. Vesting provisions are determined by the Board at the time options
are granted. The total number of shares of Common Stock subject to options
under the 1999 Plan may not exceed 140,000, subject to the adjustment in the
event of certain recapitalizations, reorganizations and so forth. The option
price may be paid in cash, or, at the sole discretion of the Board of
Directors, by other means such as the cancellation of indebtedness and the
surrender of securities of the Company. The Board of Directors may amend the
1999 Plan at any time, provided that the Board may not amend the 1999 Plan to
materially increase the benefits accruing to participants under the Plan, or
materially change the eligible class of participants without shareholder
approval.
In September 1999, the Board of Directors granted options to purchase an
aggregate of 138,250 shares of Common Stock at $3.00 per share under this
Plan. Included in these options are options to purchase 20,000 shares granted
to Stanton E. Ross, the Company's President, 5,000 shares granted to Jon D.
Klugh, the Company's Secretary and CFO; and 15,000 shares each granted to
Jeffrey Dale, Leroy C. Richie and George Jones, Directors of the Company.
These options became fully vested on approval of the 1999 Plan by the
Company's Shareholders on October 6, 1999. As of June 21, 2000, options to
purchase 3,000 shares of Common Stock have been forfeited as a result of
termination of employment.
2000 STOCK OPTION PLAN
On September 22, 1999, the Board of Directors adopted a Stock Option Plan
(the "2000 Plan") which has not yet been approved by the Company's
shareholders. The 2000 Plan allows the Board to grant stock options from time
to time to employees, officers and directors of the Company and consultants to
the Company. The Board has the power to determine at the time the option is
granted whether the option will be an Incentive Stock Option (an option which
qualifies under Section 422 of the Internal Revenue Code of 1986) or an option
which is not an Incentive Stock Option. However, Incentive Stock Options will
only be granted to persons who are employees or officers of the Company.
7
Vesting provisions are determined by the Board at the time options are
granted. The total number of shares of Common Stock subject to options under
the 2000 Plan may not exceed 140,000 subject to adjustment in the event of
certain recapitalizations, reorganizations and so forth. The option price
must be satisfied by the payment of cash. The Board of Directors may amend
the 2000 Plan at any time, provided that the Board may not amend the 2000 Plan
to materially increase the benefits accruing to participants under the 2000
Plan, or materially change the eligible classes of participants without
shareholder approval.
In September 1999, the Board of Directors granted options to purchase an
aggregate of 138,250 shares of Common Stock at $3.00 per share under this
Plan. Included in these options are options to purchase 20,000 shares granted
to Stanton E. Ross, the Company's President, 5,000 shares granted to Jon D.
Klugh, the Company's Secretary and CFO; and 15,000 shares each granted to
Jeffrey Dale, Leroy C. Richie and George Jones, Directors of the Company.
These options will become fully vested on approval of the 2000 Plan by the
Company's Shareholders prior to September 22, 2000. As of June 21, 2000,
options to purchase 3,000 shares of Common Stock have been forfeited as a
result of termination of employment.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 6, 1998, the Company's CIS subsidiary obtained credit
facility for a total of $4,000,000. This facility provided $2,700,000 of
immediate equipment financing which will be amortized at a rate of $45,000 per
month until maturity at February 6, 2001. In addition, the facility provides
$1,000,000 available for additional equipment purchases and a revolving credit
line based on 80% of current accounts receivable. Interest is payable monthly
at a rate of prime plus 2%. This facility is secured by substantially all
oilfield service equipment and other assets of the CIS subsidiary. Further
security is provided by the personal guaranty of Stanton E. Ross, the
Company's President, of up to $1,000,000, which guaranty is secured by the
pledge of 100,000 shares of the Company's Common Stock held by Mr. Ross.
During the fiscal year ended March 31, 2000, the Company, through a
subsidiary, acquired an interest in the Manson Lease in the Cherokee Basin of
Eastern Kansas through a joint venture with Verde Oil Company ("Verde").
Jeffrey L. Dale, a Director of the Company is Partner and Operations Manager
of Verde. The Company paid Verde $150,000 for the acquisition of the rights
under the lease. The Company received a 100% working interest until payout
and an 80% net revenue interest, and a 50% working interest, 40% net revenue
interest, after payout. Verde serves as the operator of the property and
retained a 50% working interest after payout. During the year ended March 31,
2000, the Company incurred $254,163 in development costs associated with this
property. Verde has also given the Company three options to participate in
the development of leases adjacent to the Manson Lease on similar terms. The
exercise of one of the options would require a payment of $300,000 to Verde
upon exercise, and expires on March 1, 2001. The other options do not require
a payment on exercise and expire on March 1, 2002.
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The independent accounting firm of Sartain Fischbein & Co. audited the
financial statements of the Company for the fiscal year ended March 31, 2000,
and has been selected in such capacity for the current fiscal year. At the
direction of the Board of Directors, this appointment is being presented to
the shareholders for ratification or rejection at the Annual Meeting of
Shareholders. If the shareholders do not ratify the appointment of Sartain
Fischbein & Co., the appointment of auditors will be reconsidered by the Board
of Directors.
8
It is expected that representatives of Sartain Fischbein & Co., will be
present at the meeting and will be given an opportunity to make a statement
if they desire to do so. It is also expected that the representatives will be
available to respond to appropriate questions from shareholders.
APPROVAL OF 2000 STOCK OPTION PLAN
DESCRIPTION OF THE PLAN
On September 22, 1999, the Company's Board of Directors approved the
establishment of a Stock Option Plan (the "2000 Plan"). The Board of
Directors believes that the 2000 Plan advances the interests of the Company by
encouraging and providing for the acquisition of an equity interest in the
success of the Company by employees, officers, directors and consultants, and
by providing additional incentives and motivation toward superior Company
performance. The Board believes the 2000 Plan enables the Company to attract
and retain the services of key employees, officers, directors and consultants
upon whose judgment, interest and special effort the successful conduct of its
operations is largely dependent.
The 2000 Plan allows the Board to grant stock options from time to time
to employees, officers and directors of the Company and consultants to the
Company. The Board has the power to determine at the time the options are
granted whether the option will be an Incentive Stock Option (an option which
qualifies under Section 422 of the Internal Revenue Code of 1986) or an option
which is not an Incentive Stock Option. However, Incentive Stock Options may
only be granted to persons who are employees of the Company. Vesting
provisions are determined by the Board at the time options are granted. The
total number of shares of Common Stock subject to options under the 2000 Plan
may not exceed 140,000, subject to adjustment in the event of certain
recapitalizations, reorganizations and similar transactions. The option price
must be satisfied by the payment of cash, or, at the sole discretion of the
Board of Directors, by other means such as the cancellation of indebtedness
and the surrender of securities of the Company.
The Board of Directors may amend the 2000 Plan at any time, provided that
the Board of Directors may not amend the 2000 Plan to materially increase the
number of shares available under the 2000 Plan, materially increase the
benefits accruing to participants under the 2000 Plan, or materially change
the eligible class of employees without shareholder approval.
On September 22, 1999, the Board of Directors granted options to purchase
an aggregate of 138,250 shares of Common Stock at $3.00, contingent on
shareholder approval of the 2000 Plan. As of June 21, 2000, options to
purchase 3,000 shares of Common Stock have been forfeited as a result of
termination of employment.
NEW PLAN BENEFITS
The following table sets forth information as to the benefits or amounts
that will be received by each of the following persons or groups with respect
to options which have been granted under the 2000 Plan:
9
2000 Stock Option Plan
Number of Shares
Underlying
Name and Position Dollar Value ($)(1) Options Granted
----------------- ------------------- ----------------
Stanton E. Ross, President and $ 55,000 20,000
Chief Executive Officer
All current Executive Officers $ 68,750 25,000
as a Group (2 persons)
All non-Executive Officer $123,750 45,000
Directors as a Group (3
persons)
All non-Executive Officer $180,125 65,500
Employees as a Group (38
persons hold options
in this group)
________________
(1) The dollar value of the options granted was calculated by multiplying
the number of options by the difference in the fair market value of the
Company's Common Stock on June 20, 2000 ($5.75) less the exercise
price.
VOTE REQUIRED; BOARD OF DIRECTORS RECOMMENDATIONS
Approval of the 2000 Plan requires the affirmative vote of a majority of
the shares of Common Stock represented at the meeting. The Board of Directors
recommends a vote FOR approval of the 2000 Plan.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was not
aware of any other matter to be presented at the Meeting other than as set
forth herein. However, if any other matters are properly brought before the
Meeting, the shares represented by valid proxies will be voted with respect to
such matters in accordance with the judgment of the persons voting them. A
majority vote of the shares represented at the meeting is necessary to approve
any such matters.
ANNUAL REPORT
The Company's Annual Report on Form 10-KSB for the fiscal year ending
March 31, 2000, accompanies this Proxy Statement. The Annual Report is not
incorporated into this Proxy Statement and is not to be considered part of the
solicitation material.
10
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD IN JULY 2001
Any proposal by a shareholder intended to be presented at the Company's
Annual Meeting of Shareholders to be held in July 2001 must be received at the
offices of the Company, 211 West 14th Street, Chanute, Kansas 66720, no later
than February 20, 2001, in order to be included in the Company's proxy
statement and proxy relating to that meeting.
STANTON E. ROSS, PRESIDENT
Chanute, Kansas
June 21, 2000
11
INFINITY, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Stanton E. Ross with the power to appoint
a substitute, and hereby authorizes him to represent and to vote as designated
below, all the shares of common stock of Infinity, Inc. held of record by the
undersigned on June 21, 2000, at the Annual Meeting of Shareholders to be held
on July 20, 2000, or any adjournment thereof.
1. Election of Directors:
[ ] FOR all nominees listed below (except as marked to the contrary)
[ ] WITHHOLD authority to vote for all the nominees listed below:
Stanton E. Ross George R. Jones
Jeffrey L. Dale Leroy C. Richie
[INSTRUCTION: To withhold authority to vote for any individual nominee, cross
out that nominee's name above.]
2. The ratification of the appointment of Sartain Fischbein & Co., as
the Company's independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The approval of the Company's 2000 Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To transact such other business as may properly come before the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE
TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE
UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders, Proxy Statement and Annual Report.
Dated: _____________, 2000.
________________________________________
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Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) stenciled hereon. Executors,
administrators, trustees, guardians and attorneys should indicate when
signing. Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INFINITY, INC.
PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. THE
GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND
THE MEETING.