May 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Eldorado Artesian Springs, Inc.
File No. 0-18235
Gentlemen:
On behalf of Eldorado Artesian Springs, Inc., I am enclosing preliminary proxy
materials for the annual meeting of shareholders. The preliminary proxy
materials include the election of directors, appointment of auditors and the
authorization of "blank check" preferred shares. We anticipate mailing these
materials to shareholders on or about June 12, 2000.
Please feel free to call me with regard to any questions or comments.
Very truly yours,
/s/ Laurie P. Glasscock
Laurie P. Glasscock
\rdm
Enclosures
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[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 Rule 14a-11(c) or Rule 14a-12
ELDORADO ARTESIAN SPRINGS 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:
ELDORADO ARTESIAN SPRINGS, INC.
294 Artesian Drive
P.O. Box 445
Eldorado Springs, CO 80025
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 17, 2000
To Our Shareholders:
The Annual Meeting of Shareholders of Eldorado Artesian Springs, Inc.,
a Colorado corporation, will be held at 10:00 a.m., Mountain Daylight Time, on
Monday, July 17, 2000 at 294 Artesian Drive, Eldorado Springs, Colorado, and at
any and all adjournments thereof, for the following purposes, all of which are
more completely set forth in the accompanying Proxy Statement.
1. To elect five (5) Directors to serve until the next Annual Meeting of
Shareholders and until their successors are duly elected and qualified;
2. To consider a proposal to increase the number of the Company's total
authorized shares from 50,000,000 of common stock to 60,000,000 shares,
designating 50,000,000 as common stock and 10,000,000 as preferred stock;
3. To ratify the appointment of Ehrhardt Keefe Steiner & Hottman PC,
independent certified public accountants for the Company for the fiscal year
ended March 31, 2001.
4. To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record on June 12, 2000 as fixed by action of the
Board of Directors, will be entitled to notice of, and to vote at, the meeting
or at any and all adjournments thereof. In order for the proposals listed above
to be approved, each must be approved by the affirmative vote of holders of the
majority of the shares of common stock of the Company.
All shareholders are cordially invited to attend the Annual Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, TO INSURE
YOUR REPRESENTATION AND A QUORUM AT THE ANNUAL MEETING, PLEASE COMPLETE, DATE
AND SIGN AND PROMPTLY MAIL YOUR PROXY IN THE RETURN ENVELOPE PROVIDED. This will
not prevent you from voting in person, should you so desire, but will help
assure a quorum and avoid added solicitation costs. Your Proxy may be revoked at
any time before it is voted.
BY ORDER OF THE BOARD OF DIRECTORS
Kevin M. Sipple, Secretary
Eldorado Springs, Colorado
June __, 2000
PROXY CARD
ELDORADO ARTESIAN SPRINGS, INC.
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD JULY 17, 2000
The undersigned hereby constitutes, appoints and authorizes Douglas A.
Larson or Kevin M. Sipple, and each of them, the true and lawful attorneys and
Proxies of the undersigned with full power of substitution and appointment, for
and in the name, place and stead of the undersigned to act for and vote as
designated below, all of the undersigned's shares of the $0.001 par value common
stock of Eldorado Artesian Springs, Inc., a Colorado corporation, at the Annual
Meeting of Shareholders to be held at 294 Artesian Drive, Eldorado Springs,
Colorado at 10:00 a.m., Mountain Daylight Time, on July 17, 2000 and at any and
all adjournments thereof, for the following purposes:
1. To elect five (5) Directors to serve until the next Annual Meeting of
Shareholders or until their successors are duly elected and qualified:
For all nominees listed below (except as marked to the contrary):
Douglas A. Larson
Kevin M. Sipple
Jeremy S. Martin
George J. Schmitt
Don P. Van Winkle
(INSTRUCTION: To withhold authority to vote for any individual nominee,
draw a line through or otherwise strike out his or her name. If authority to
vote for the election of any nominee is not withheld, the execution of this
Proxy shall be deemed to grant such authority.)
2. To approve an increase in the number of the Company's total
authorized shares from 50,000,000 common stock to 60,000,000 shares,
designating 50,000,000 as common stock and 10,000,000 as preferred stock.
FOR AGAINST ABSTAIN
3. To ratify the appointment of Ehrhardt Keefe Steiner & Hottman PC as
independent certified public accountants for the Company for the fiscal year
ended March 31, 2001.
FOR AGAINST ABSTAIN
4. To transact such other business as may properly come before the
meeting, or any adjournment thereof.
FOR AGAINST ABSTAIN
The undersigned hereby revokes any Proxies as to said shares heretofore
given by the undersigned, and ratifies and confirms all that said attorneys and
Proxies may lawfully do by virtue hereof.
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. 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 and Proxy Statement furnished herewith.
Dated: June __, 2000
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) shown hereof. 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 ELDORADO
ARTESIAN SPRINGS, INC. PLEASE SIGN AND RETURN THIS PROXY TO THE COMPANY. THE
GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
ELDORADO ARTESIAN SPRINGS, INC.
294 Artesian Drive
P.O. Box 445
Eldorado Springs, CO 80025
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 17, 2000
SOLICITATION OF PROXIES
This Proxy Statement, together with the accompanying Proxy, is furnished
in connection with the Board of Directors' solicitation of Proxies for use at
the Annual Meeting of Shareholders of Eldorado Artesian Springs, Inc. (the
"Company"), to be held at 10:00 a.m., Mountain Daylight Time, on Monday, July
17, 2000, at 294 Artesian Drive, Eldorado Springs, Colorado, 80025, and at any
and all adjournments thereof. It is anticipated that this Proxy Statement and
the accompanying Proxy Card will be mailed to the Company's shareholders on or
about June 16, 2000. Any shareholder who executes and returns a Proxy may revoke
it by delivering a written revocation to the offices of the Company at any time
before such Proxy is voted at the meeting; by submitting a later dated Proxy; or
by casting a ballot at the meeting.
The cost of solicitation of Proxies, including the cost of preparing,
assembling and mailing this proxy material to shareholders, will be borne by the
Company. The Company may also reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for expenses incurred by them in sending
proxy material to the beneficial owners of stock. Brokerage houses, custodians,
nominees and fiduciaries are requested to vote directly Proxies held for their
beneficial owners. The Company will send the Proxy Statement directly to the
beneficial owners of the Company's shares if provided a complete list of these
owners, including name, address (including zip code), and number of shares held
as of the record date, June 12, 2000. In addition to solicitation by mail,
certain directors, officers and regular employees of the Company may solicit
Proxies by telephone. No additional remuneration will be paid for such
solicitation.
SHARES OUTSTANDING AND VOTING RIGHTS
The Company has fixed the close of business on June 12, 2000, as the
record date for determining the holders of its $0.001 par value Common Stock who
will be entitled to notice of and to vote at the meeting. On June 12, 2000, the
Company had issued and outstanding 2,995,495 shares of the Company's $0.001 par
value Common Stock. Holders of the Company's Common Stock are entitled to one
vote for each share owned of record. The presence in person or by proxy of the
holders of a majority of the shares outstanding and entitled to vote at the
meeting shall constitute a quorum. Affirmative votes of the holders of a
majority of the quorum are required for the election of Directors and the
ratification of auditors. Affirmative votes of the holders of a majority of the
outstanding shares entitled to vote are required for the adoption of the
amendment to the Company's Articles of Incorporation. Abstentions and broker
non-votes, if any, will not be included in vote totals, and as such, will have
no effect on any proposal.
The accompanying proxy, unless the shareholder otherwise specifies in the
proxy, will be voted (i) for the election of each of the five nominees named
herein for the office of director, (ii) for the amendment to the Articles of
Incorporation authorizing 10,000,000 shares of "blank check" preferred stock,
(iii) for the selection of Ehrhardt Keefe Steiner & Hottman, P.C., independent
public accountants, as the auditors of the Company for the fiscal year ending
March 31, 2001; and (iv) at the discretion of the proxy holders, on any other
matter that may property come before the meeting or any adjournment thereof.
Where shareholders have appropriately specified how their proxies are to
be voted, they will be voted in accordance with such instructions. If any other
matter of business is properly brought before the meeting, the proxy holders may
vote the proxies on such matters at their discretion. The directors do not know
of any such other matter or business.
ELECTION OF DIRECTORS
(Proxy Item #1)
The Board of Directors recommends the election as Directors of the five
nominees listed below, to hold office until the next Annual Meeting of
Shareholders or until their successors are elected and qualified or until their
earlier death, resignation or removal.
The enclosed Proxy provides that each shareholder may specify that his
or her shares be voted "FOR" the election of the five nominees named herein as
Directors with provision to "withhold authority" as to any individual Director.
At the Annual Meeting, the shares represented by the Proxies will be voted in
accordance with shareholder instructions, and, if no instructions are given, for
the election of the five nominees. In the event any nominee is unable or
declines to serve, which the Board does not anticipate, it is intended that such
Proxies will be voted for the election of the remaining nominees and for
substitute nominees, if any, recommended 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
by him, and the period during which he has served as such:
All Positions and Period Served
Offices Held With as Director
Name Age The Company of the Company
----- --- ----------------- -------------
Douglas A. Larson * 45 President and Director 1986 to Present
Kevin M. Sipple 44 Vice President, Secretary 1986 to Present
and Director
Jeremy S. Martin 45 Vice President and Director 1986 to present
George J. Schmitt * 68 Director 1998 to present
Don P. Van Winkle * 43 Director 1998 to present
- ----------------------------------------
* Audit Committee member
The principal occupation and business experience of each nominee for
Director are set forth below.
Douglas A. Larson was a co-founder of Eldorado Artesian Springs, Inc. in 1983
and has been President of Eldorado since 1991. Mr. Larson's responsibilities
include corporate strategy and administration of all operating activities at
Eldorado. Before his association with Eldorado, Mr. Larson worked as a stock
broker with Richey-Frankel and Co. from 1981 to 1983 and with B.J. Leonard, Inc.
from 1980 to 1981. Mr. Larson holds a Bachelor of Science Degree in Business
Finance from the University of Colorado.
Kevin M. Sipple was a co-founder of Eldorado Artesian Springs, Inc. in 1983
and has served as Vice President and Secretary of Eldorado since 1991. Mr.
Sipple's responsibilities include management of the wholesale products division.
In addition, he is also responsible for quality control, testing, source
protection and is a licensed Water Plant operator and manages the utility
productions. Before his association with Eldorado, Mr. Sipple worked for King
Soopers, Inc. from 1972 to 1983, serving in a variety of positions including
inventory ordering and control. Mr. Sipple attended the University of Colorado
from 1973 to 1977.
Jeremy S. Martin was a co-founder of Eldorado Artesian Springs, Inc. in 1983
and has served as Vice President since 1985. Mr. Martin's responsibilities
include management of the 5 gallon sales and service business. In addition, he
is also responsible for special event promotions and public relations.
Before his association with Eldorado, Mr. Martin was an independent
distributor for Sunasu International, a nutritional products manufacturer.
Mr. Martin holds a Bachelor of Science Degree in Business from the University
of Colorado.
George J. Schmitt has been a director of the Company since 1998. Mr. Schmitt has
over forty years of experience in the bottled water business. From 1968 to 1996,
Mr. Schmitt was CEO and President of Hinckley & Schmitt Bottled Water Group. He
built an old family business from a small local company in Chicago, Illinois
with revenues of less than one million dollar to a two hundred million dollar
profitable industry leader. Mr. Schmitt was a founding member of the American
Bottled Water Association, now called the International Bottled Water
Association, in 1959 and was inducted into the Industry Hall of Fame in 1991.
Mr. Schmitt is a director of Eureka Bottled Water Co. and National Fuel
Corporation. Mr. Schmitt holds a Bachelor of Arts degree from Dartmouth.
Don P. Van Winkle has been a director of the Company since 1998. From 1996
to present, Mr. Van Winkle has served as President and CEO of Van Winkle's IGA,
a family owned six store retail supermarket chain in New Mexico. From 1991 to
1996, he resided in Colorado where he provided contract chief financial officer
and advisory services to a wide range of companies including the Company. From
1980 to 1991, Mr. Van Winkle was a corporate banker with the two largest
Colorado based bank holding companies, formerly United Banks and First National
Bancorporation. Mr. Van Winkle is a director of The Great Divide Brewing Company
in Denver, Colorado and Fresh Produce Sportswear, Inc. in Boulder, Colorado. He
holds a Bachelor of Science Degree in Finance from New Mexico State University.
Directors are elected at each annual meeting of stockholders and serve until
the next annual meeting. Executive officers are elected at each annual meeting
of the Board of Directors.
During the fiscal year ended March 31, 2000, the Company's Board of
Directors held one formal, in-person meeting. All directors were in attendance.
There is no family relationship between any Director or nominee for Director of
the Company and any other Director, nominee or Executive Officer of the Company.
Committee of the Board of Directors
The Board of Directors has an Audit Committee comprised of Messrs. Larson,
Schmitt and Van Winkle. Among other functions, the Audit Committee makes
recommendations to the Board of Directors regarding the selection of independent
auditors, reviews the results and scope of the annual audit and other services
provided by the Company's independent auditors, reviews the Company's financial
statements, reviews and evaluates the Company's internal control functions, and
is available to the independent auditors for consultation purposes. The Audit
Committee met one time in the fiscal year ended March 31, 2000.
Compliance with Section 16(a)
Section 16(a) of the Exchange Act requires the Company's directors, executive
officers and holders of more than 10% of the Company's Common Stock to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock of the Company. Based solely upon a
review of ownership reports and reports of changes in ownership furnished to the
Company during the fiscal year ended March 31, 2000, to the best of the
Company's knowledge, the Company's directors, officers and holders of more than
10% of its Common Stock complied with all Section 16(a) filing requirements.
Compensation of Outside Directors
Each outside director receives compensation totaling $1,000 for each annual
or special meeting of the board he attends in person or by qualified electronic
means. In addition, each outside director will receive compensation totaling
$500 for each committee meeting he attends in person or by electronic means. In
addition, if Eldorado engages an outside director as an independent consultant,
for such duties and responsibilities as the president determines, the outside
director will be compensated at the rate of $150 per hour, plus nominal travel
expenses as agreed upon if needed.
EXECUTIVE OFFICERS
The following table sets forth information about the executive officers of
the Company.
Name Age Position(s) Tenure as Officer
---- --- ----------- -----------------
Douglas A. Larson 45 President 1986 to present
Kevin M. Sipple 44 Vice President, Secretary 1986 to present
Jeremy S. Martin 45 Vice President and Director 1986 to present
Robert E. Weidler 54 Vice President 1998 to present
Cathleen M. Collins 31 Chief Financial Officer 1998 to present
Biographical information about Messrs. Larson, Sipple and Martin can be
found in the section entitled Election of Directors above.
Robert E. Weidler joined Eldorado in 1990 and has served as Production Manager
from 1991 to 1998. Currently, Mr. Weidler is Vice President and his
responsibilities include inventory management, daily operations for finished
goods and conforming to safety and health department standards and other
governmental requirements. Mr. Weidler holds a Bachelor of Science Degree in
Sociology from Michigan State University.
Cathleen M. Collins joined Eldorado in 1990 and has served as Assistant
Treasurer from 1991 to 1998. Currently, Ms. Collins is Chief Financial Officer
and her responsibilities include the procurement of financing for growth of
operations of Eldorado as well as overseeing the accounting functions for
Eldorado, including the annual audit and corporate reporting. Ms. Collins holds
a Bachelor of Science Degree in Economics and a Masters of Business
Administration from the University of Colorado.
EXECUTIVE COMPENSATION
The following table sets forth the compensation of Eldorado's
President, Douglas A. Larson, for the fiscal year ended March 31, 2000. No other
executive officer receives annual compensation in excess of $100,000 per year.
Annual Compensation
Other Annual
Name and Principal Position Year Salary Bonus Compensation (1)
--------------------------- ---- ------- ----- ----------------
Douglas A. Larson 2000 $90,866 -- $14,325
(1) Includes for the fiscal year ended March 31, 2000 $6,400 for annual health
care premiums; $2,725 for a 3% Company match for all contributions to the 401(k)
plan, and a car allowance of $5,200 per year.
Stock Option Plan
On September 10, 1997 Eldorado adopted a Stock Option Plan which reserves
875,000 shares for the grant of non-qualified stock options ("Non-Qualified
Options"), and incentive stock options ("Incentive Options"). The Plan is
administered by the Board of Directors. All salaried officers and key employees
of Eldorado and any subsidiaries are eligible to receive options under the Plan.
The Plan will terminate by its terms on September 10, 2007, and may be
terminated at any time by the exercise of all outstanding options.
Options granted may be exercisable for up to ten years. If any options
granted under the Plan expire, terminate or are canceled for any reason without
having been exercised in full, the corresponding number of unpurchased shares
reserved for issuance upon exercise thereof will again be available for the
purposes of the Plan. The purchase price of the Common Stock under each option
shall not be less than the fair market value of the Common Stock on the date on
which the option is granted. The option price is payable either in cash, by the
delivery of shares of Eldorado's common stock, or a combination of cash and
shares.
Options will be exercisable immediately, after a period of time or in
installments. Options will terminate not later than the expiration of ten years
from the date of grant, subject to earlier termination due to termination of
service. Except under certain circumstances where termination of service is due
to retirement or death, in which event options may be exercised for an
additional period of time following such termination of service, the option may
be exercised only while the optionee remains in the employ of Eldorado or one of
its subsidiaries.
As of March 31, 2000, 500,500 options were outstanding, of which
187,200 are fully vested All of the options were granted at an option price
representing 100% of the fair market value on the date of the grant as
determined by the Board of Directors.
401(k) Plan
Eldorado has adopted a 401(k) plan for employees. Employees become eligible to
participate in the plan once they have completed one year of service and have
reached 21 years of age. Approximately 32 employees were eligible to participate
in the 401(k) plan as of March 31, 2000. Contributions by the Company and the
employees vest immediately. Eldorado matches 100% of employee contributions, up
to 3% of employee gross pay. The Company matched approximately $34,317 during
the year ended March 31, 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 2000, the number and
percentage of the Company's shares of $0.001 par value Common Stock owned of
record and beneficially by each person owning more than five percent (5%) of
such Common Stock and by all individual Officers and Directors and by all
Officers and Directors as a group.
Shares Percent
Beneficially of
Name and Address of Beneficial Owners Owned Class
- ------------------------------------- ------------ -------
Kevin M. Sipple 763,674 25.5%
43 Fowler Lane
Eldorado Springs, CO 80025
Douglas A. Larson 775,073 (1) 25.9%
12 Baldwin Circle
Eldorado Springs, CO 80025
Jeremy S. Martin 771,060 25.7%
2707 Fourth Street
Boulder, CO 80302
George J. Schmitt 25,000 *
11 Castle Pines North
Castle Rock, CO 80104
Don P. Van Winkle 12,500 *
1600 Indian Wells
Alamogordo, NM 88310
All Officers and Directors as a Group
(seven persons) 2,439,307(1) 81.4%
(1) Mr. Larson's shares include options to purchase 9,200 shares held by his
spouse. The shares owned by all officers and directors as a group include
options to purchase a total of 92,000 shares, of which 46,000 are held by Ms.
Collins and 46,000 by Mr. Weidler. * Less than one percent
INTEREST OF MANAGEMENT AND
OTHERS IN CERTAIN TRANSACTIONS
During the last fiscal year, there were no transactions in which the amount
involved exceeded $60,000 between the Company and any director or executive
officer or any security holder known to own more than five percent of the
Company's stock, or any immediate family member of any of the foregoing persons,
and no such transactions are currently proposed.
CHANGE IN AUTHORIZED NUMBER OF SHARES
(Proxy Item #2)
The Company's Articles of Incorporation currently provide that the Company
shall have the authority to issue fifty million (50,000,000) shares of common
stock, having a par value of $.001 per share. The Board of Directors has
unanimously adopted a proposed amendment to the Articles of Incorporation as
follows:
"FOURTH: (a) The aggregate number of shares which the corporation shall
have authority to issue shall be sixty million (60,000,000) shares, with fifty
million (50,000,000) being designated as common stock and ten million
(10,000,000) being designated as preferred stock, having a par value of $.001
per share. The Preferred Stock shall be "blank check" preferred stock and, as
such, is subject to the provisions of this Certificate and the Colorado Business
Corporation Act, may be designated by the Company's Board of Directors to have
such voting powers, full or limited, or no voting rights, and such designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as the Corporation's Board
of Directors shall deem appropriate."
The terms of the preferred stock to be authorized, including dividend or
interest rates, conversion prices, voting rights, redemption prices, maturity
dates, and similar matters will be determined by the board of directors. The
board of directors may authorize an equity financing utilizing the preferred
shares without further shareholder approval, however, no specific transaction
has been approved by the board of directors. We cannot state the actual effect
of the issuance of any shares of preferred stock upon the rights of holders of
the common stock until the board of directors determines the specific rights of
the holders of the preferred stock. However, the effects might include, among
other things, restricting dividends on the common stock, diluting the voting
power of the common stock, reducing the market price of the common stock, or
impairing the liquidation rights of the common stock, without further action by
the shareholders. We could issue preferred stock quickly with terms calculated
to delay or prevent a change in control or make removal of management more
difficult.
Approval of the change in authorized shares requires the affirmative vote of a
majority of the outstanding shares of common stock present in person or by proxy
at the Annual Meeting and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE AUTHORIZATION
OF 10,000,000 SHARES OF PREFERRED STOCK.
APPROVAL OF AUDITORS
(Proxy Item #3)
The Board of Directors has appointed Ehrhardt Keefe Steiner & Hottman,
P.C. to serve as the Company's independent auditors for the current fiscal year,
subject to the approval of the shareholders. The firm has audited the financial
records of the Company for the fiscal years ending March 31, 2000 and 1999 and
is considered well qualified.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE APPOINTMENT OF
EHRHARDT KEEFE STEINER & HOTTMAN, P.C. TO SERVE AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE CURRENT FISCAL YEAR.
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Annual Report to Shareholders, which includes the financial
statements for the fiscal year ended March 31, 2000, is not incorporated in the
Proxy Statement and is not to be considered part of the proxy soliciting
material. THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF THE 10-KSB FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 TO ANY SECURITY HOLDER REQUESTING SUCH COPY
IN WRITING TO THE CHIEF EXECUTIVE OFFICER, ELDORADO ARTESIAN SPRINGS, INC., P.O.
BOX 445, ELDORADO SPRINGS, COLORADO 80025.
MISCELLANEOUS
All information contained in this Proxy Statement relating to the occupations,
affiliations and securities holdings of directors and officers of the Company
and their relationship and transactions with the Company is based on information
received from the individual directors and officers. All information relating to
any beneficial owner of more than 5% of the Company's common stock is based on
information contained in reports filed by such owner with the Securities and
Exchange Commission.
The Company's independent public accountants for the fiscal year ended
March 31, 2000 are Ehrhardt Keefe Steiner & Hottman, P.C. and are expected to be
present at the Annual Meeting, to have the opportunity to make a statement if
they desire and are expected to be available to respond to appropriate
questions.
Matters to be Presented:
As of the date of this Proxy Statement, Management does not know of any
other matters to be presented at the Annual Meeting other than those set forth
herein. However, if any other matters properly come before the Meeting, the
accompanying Proxy will be voted in accordance with the best judgment of the
Proxy holders.
Shareholder Proposals for 2001 Annual Meeting:
The Board of Directors will make provision for presentation of shareholder
proposals at the 2001 Annual Meeting of Shareholders if such proposals are
submitted by eligible shareholders who have complied as to the substance of the
proposal with the relevant regulations of the Securities Exchange Act. Proposals
for inclusion in the Company's Proxy Statement must be delivered to the
Company's offices not later than March 9, 2001 so that proxy materials may be
prepared on a timely basis.
Shareholder proposals that will not be included in the Company's Proxy
Statement for the 2001 Annual Meeting in accordance with Rule 14a-8 of the
Securities Exchange Act will be considered untimely if notice of the proposal is
received by the Company after March 9, 2001. The proxy card solicited by the
Board of Directors may grant discretionary voting authority with respect to
proposals not included in the Proxy Statement unless the Company receives notice
of such proposals by March 9, 2001 and the conditions set forth in Rule
14a-4(c)(2)(i)-(iii) under the Securities Exchange Act are met.
BY ORDER OF THE BOARD OF DIRECTORS
Douglas A. Larson, President
June __, 2000