SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [xx]
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-12
INTREPID TECHNOLOGY & RESOURCES, 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):
[xx] 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:
----------------------------------------------------------------------------
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:
----------------------------------------------------------------------------
INTREPID TECHNOLOGY & RESOURCES INC.
501 BROADWAY, SUITE 200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TIME 10:00 a.m. Mountain Standard Time on Friday,
December 12, 2003
PLACE Company's Corporate Headquarters
501 W. Broadway, Suite 200
Idaho Falls, Idaho 83402
ITEMS OF BUSINESS / PROPOSALS (1) To elect five members of the Board
of Directors of the Company to
serve until the next annual meeting
of stockholders or until their
respective successors are elected
and qualified;
(2) To approve a proposal to amend the
Certificate of Incorporation to
increase the authorized Common
Stock to 185,000,000 shares and
create a class of 5,000,000 shares
of Preferred Stock, par value
$1.00;
(3) To ratify the appointment of
Balukoff Lindstrom & Co., P.A. as
the Company's independent auditors
for the fiscal year ending June 30,
2004; and
(4) To transact such other business as
may properly come before the
meeting or any adjournment thereof.
RECORD DATE You are entitled to vote if you were a
stockholder at the close of business on
October 15, 2003. A list of stockholders
will be available for inspection for 10 days
prior to the meeting at the Offices of the
Company, 501 Broadway, Suite 200, Idaho
Falls, Idaho 83402.
VOTING BY PROXY Whether or not you plan to attend the
meeting, please date and sign the enclosed
Proxy Card and return it in the accompanying
envelope which requires no postage if mailed
in the United States. If you attend the
meeting in person, you may withdraw your
proxy and vote your shares.
BY ORDER OF THE BOARD OF DIRECTORS
Idaho Falls, Idaho DR. DENNIS D. KEISER
October 15, 2003 Chairman of the Board, Chief Executive
Officer and President
PROXY STATEMENT
GENERAL INFORMATION
Your vote is very important and for this reason the Board of Directors is
requesting that you allow your common stock to be represented at the annual
meeting by the proxy's named on the enclosed Proxy Card. This Proxy Statement
has been prepared for the Board by management of the Company and is being sent
to stockholders on or about November 12, 2003.
VOTING SECURITIES AND RECORD DATE
You are entitled to vote your common stock if our records showed that you held
your shares as of October 15, 2003. At the close of business on that date a
total of 97,930,584 shares of common stock were outstanding and entitled to
vote. Each share of the Company's common stock has one vote.
The annual meeting will be held if a majority of the outstanding common stock
entitled to vote is represented at the meeting. Directors and the ratification
of the selection of the independent accountants must be elected by a plurality
of the votes cast at the meeting. The nominee receiving the greatest number of
votes will be elected. Votes withheld for any nominee will not be counted. The
proposed amendment to the Certificate of Incorporation, referred to as the
Certificate, must be approved by a majority of all of the outstanding shares of
common stock which have no appraisal or similar rights with respect to any of
the matters being voted on at the annual meeting.
In voting for the election of directors and the ratification of the selection of
the independent accountants, votes may be cast in favor of or withheld, and
votes that are withheld will be excluded entirely from the vote and will have no
effect. Because the amendments to the Certificate require the approval of a
majority of the outstanding shares, if you abstain your vote will have the
effect of a no vote. Under the rules of the National Securities Exchanges of
which most brokers are members, brokers who hold shares in street name for
customers have the authority to vote on certain items when they have not
received instructions from the true owner. Brokers who do not receive
instructions are entitled to vote on the election of directors and on the
amendments to the Certificate. A broker nonvote will have the same effect as a
vote against the proposed amendments to the Certificate and will have no effect
on the outcome of the election of directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows how many shares of Common Stock were beneficially
owned as of October 15, 2003 by certain stockholders and each of our directors
and executive officers as a group.
(a) BENEFICIAL OWNERS WHO OWN MORE THAN FIVE (5) PERCENT OR MORE OF THE
COMPANY'S COMMON STOCK
<Table>
<Caption>
Number of Shares
Name and Address Beneficially Percent of
of Beneficial Owner Owned Class
- --------------------------- --------------- ---------------
Cordoba Corporation 15,615,402 15.89%
c/o David Rodli Law Offices
2001 S. Russell
Missoula, MT 59801
Dr. Dennis D. Keiser (1) 8,968,614 9.03%
501 W. Broadway #200
Idaho Falls, Idaho 83402
Dr. Jacob D. Dustin (2) 5,878,135 5.93%
501 W. Broadway #200
Idaho Falls, Idaho 83402
Donald J. Kenoyer (3) 6,001,001 6.04%
5395 Marbrisa Lane
Idaho Falls, Idaho 83404
C. Bentley Roth (4) 5,935,519 6.03%
805 West Idaho, Suite 200
Boise, Idaho 83702
</Table>
- ----------
(1) Dr. Keiser's beneficial shares include 7,059,522 shares of common
stock owned by him and his wife and 909,092 owned by his children, and 1,000,000
shares subject to options exercisable within 60 days.
(2) Dr. Dustin's beneficial shares include 3,406,001 shares of common
stock owned by him and his wife and 1,472,134 owned by his children, and
1,000,000 shares subject to options exercisable within 60 days.
(3) Mr. Kenoyer's beneficial shares include 5,001,001 shares of common
stock and 1,000,000 shares subject to options exercisable within 60 days.
(4) Mr. Roth, a former officer of the Company, has beneficial shares of
5,626,502 shares of common stock owned by him and 309,017 owned by his wife and
children.
-2-
(b) DIRECTORS AND EXECUTIVE OFFICERS
<Table>
<Caption>
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership Percent of Class
- ------------------------------------ -------------------- --------------------
DIRECTORS
Dr. Dennis D. Keiser, (Director and 8,968,614 9.03
Officer)
Dr. Jacob D. Dustin, (Director and 5,878,135 5.93
Officer)
Michael F. LaFleur, (Director) 1,644,470 1.67
William R. Myers, (Director) 999,463 1.01
D. Lynn Smith, (Director) 300,000 *
All directors and executive officers
as a group 17,790,682 17.69
</Table>
* indicates less than 1%
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors and executive officers file reports with the Securities and Exchange
Commission indicating the number of shares of any equity securities they owned
when they became a director or officer and after that any changes in their
ownership of common stock. These reports are required by Section 16(a) of the
Securities Exchange Act of 1934. We have reviewed copies of these reports and
based on a review of those reports we believe that during the year 2003 all
Section 16 recording requirements applicable to our officers and directors were
complied with except: All directors were late in filing a Form 5 in 2003, but
all filings were made on October 1, 2003.
ELECTION OF DIRECTORS
The following five persons have been nominated by the Board of Directors for
election at this annual meeting to hold office until the next annual meeting and
the election of their successors.
-3-
Director nominees standing for election to serve until the Annual Meeting in
2004 are:
<Table>
<Caption>
DIRECTOR
NAME AGE POSITION WITH COMPANY RESIDENCE SINCE
- -------------------- --- ----------------------------------- ---------------- --------
Dennis D. Keiser 64 Director, President and CEO Idaho Falls, ID 2001
Jacob D. Dustin 55 Director, Vice President, Secretary
and Treasurer Idaho Falls, ID 2001
Michael F. LaFleur 63 Director Baton Rouge, LA 2002
William R. Myers 61 Director Las Cruses, NM 2002
D. Lynn Smith 53 Director Idaho Falls, ID 2002
</Table>
DENNIS D. KEISER
Mr. Keiser has served the Company as a director and its president and chief
executive officer since 2002. In 2001 he was a founder of Western Technology
Management which ultimately merged into the Company. Prior to that he managed a
Science and Technology Laboratory for the United States Department of Energy,
involved in energy and environmental research and development.
JACOB D. DUSTIN
Mr. Dustin has served as a director, vice president, secretary and treasurer of
the Company since 2002. From 1999 to 2000 he was employed by Bechtel Corporation
at the Idaho National Engineering and Environmental Laboratory. From 1995 to
1999 he was an employed by Parsons, an architectural and engineering firm. In
1995 he retired from the United States Air Force with the rank of Colonel.
MICHAEL F. LAFLEUR
Mr. LaFleur, a director since 2002, has for the past five years has been
managing director of Paloma Resources Group Consultants in the natural resources
industry and chairman, chief executive officer and director of Gold Express
Corporation from 1990 to 1993. Prior to that, he served in various executive
capacities.
WILLIAM R. MYERS
Mr. Myers, a director since 2002, has for the past five years been president of
Myers Associates International, Inc., which provides technical and management
consulting, business development and construction management for domestic and
international firms.
D. LYNN SMITH
Mr. D. Lynn Smith, a director since 2002, has been a Certified Public Accountant
for the past thirty years, as a principal in the accounting firm of Galusha,
Higgins and Galusha, P.C., of Idaho Falls, Idaho.
-4-
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES.
During the year ended June 30, 2003, the Board of Directors held four meetings,
and three telephone conference meetings. All of the directors attended at least
75% of the meetings of the Board. The members of the Board of Directors serve as
the Executive Committee and Nominating Committee. The Compensation Committee and
Audit Committee, members are Messrs. D. Lynn Smith, William R. Myers, and
Michael F. LaFleur.
The Nominating Committee met once during 2003, recommending the five directors
stand for election at the annual shareholders meeting in 2003.
The members of the Audit Committee are currently Messrs. Smith, LaFleur, Myers,
and Mr. D. Lynn Smith was appointed as chairman of the Audit Committee in
September 2002. The Audit Committee reviews the proposed plan and scope of the
Company's annual audit as well as the results when it is completed. The
Committee reviews the services provided by the Company's independent auditors
and their fees. The Committee meets with the Company's financial officers to
assure the adequacy of the Company's accounting principles, financial controls
and policies. The Committee is also charged with reviewing transactions that may
present a conflict of interest on the part of management or directors. The Audit
Committee meets at least quarterly to review the financial results, discuss the
financial statements and make recommendations to the Board. Other items of
discussion include the independent auditors' recommendations for internal
controls, adequacy of staff, and management's performance concerning audit and
financial controls. The Audit Committee met two times in 2003.
The Compensation Committee met once in 2002, for the December 20, 2002, approval
and issuance of stock options to Company employees and Board members. This stock
option issuance is accounted for as fiscal year 2003, ending June 30, 2003.
DIRECTORS' COMPENSATION
During fiscal year 2003, the Board members served without compensation and no
fees were accrued or paid to them.
-5-
MANAGEMENT REMUNERATIONS AND TRANSACTIONS
COMPENSATION OF EXECUTIVE OFFICERS
The following are the executive officers (named executive officers) of the
Company:
<Table>
<Caption>
Name Age Position with Company, Principal Occupation
- ------------------------- --- --------------------------------------------------
Dr. Dennis D. Keiser 64 Director, Chairman, Chief Executive Officer and
President since 2001
Dr. Jacob D. Dustin 55 Vice President, Secretary and Treasurer since 2001
</Table>
EXECUTIVE COMPENSATION
The following table shows, for each of the three years ended, compensation
awarded or paid to, or earned by the Company's Chief Executive Officer and its
other most highly compensated management employee at June 30, 2003 and the prior
two years in all capacities.
<Table>
<Caption>
Deferred All Other
Name and Principal Position Annual Compensation(5) Compensation Compensation(6)
- --------------------------- ---------------------- ------------ ---------------------
Number Market
Year Salary Bonus Salary of Shares Value
--------- --------- --------- --------- --------- ---------
Dr. Dennis D. Keiser(7) 2003 $ 93,538 -0- -0- 1,050,000 $ 11,300
Chairman, Chief Executive 2002 $ 81,200 -0- $ 93,135 7,481,114 $ 15,000
Officer and President 2001 -0- -0- -0- -0- -0-
President
</Table>
- ----------
(5) Due to the Company's cash flow situation post-merger with Intrepid
Engineering and Western Engineering the Company elected to pay a percentage in
salary and defer the balance of the salary and wages as shown in the table above
for deferred compensation in 2002 without interest.
(6) Other Compensation was used in exchange for common shares of equal
value and for the merger and engineering evaluation.
(7) Dennis D. Keiser received Other Compensation as a result of the
Iron Mask Mining Company merger with Intrepid and Western Engineering, for
7,293,614 common shares in exchange for shares of equal value from the merging
company Iron Mask Mining Company on April 29, 2002, and 187,500 common shares
for an engineering evaluation for a market value of $15,000. In fiscal year
2003, he received 1,000,000 common stock options on December 20, 2002, and
50,000 shares of S-8 common stock.
-6-
<Table>
<Caption>
Deferred All Other
Name and Principal Position Annual Compensation(5) Compensation Compensation(6)
- --------------------------- ---------------------- ------------ ----------------------
Dr. Jacob D. Dustin(8) 2003 $ 81,120 -0- -0- 1,030,000 $ 10,900
Vice President, Secretary, 2002 $ 10,395 -0- $ 46,025 3,938,501 $ 15,000
and Treasurer 2001 $ 28,600 -0- -0- -0- -0-
Gary D. Mecham(9) 2003 $110,185 -0- -0- 1,340,000 $ 14,200
Chief Engineer 2002 $ 93,460 -0- -0- -0- -0-
</Table>
The Company has a stock option plan in fiscal year 2003 for the issuance of
options. The officers did not elect to take deferred compensation but were paid
a portion of deferred compensation in common stock during fiscal year 2003.
The Company, on a discretionary basis, may grant options to its executive
officers, and key employees under the 2003 Stock Option Plan. As of June 30,
2003, options to purchase 11,615,000 shares were outstanding with 13,410,000
shares remaining available for grant. The following table provides information
concerning fiscal year 2003, stock option grants to the Company's executive
officers and key employees.
Fiscal Year 2003 Option Grants
<Table>
<Caption>
Individual
Grants Potential Realizable Value
Number of Percent of at Assumed Annual Rates of
Securities all Options Stock Price
Underlying Granted to Exercise Appreciation Option Term
Name Options(10) Employees Price Expires 5% 10%
- ----------- ------------ ------------ ------------ ------------ ------------ ------------
D. Keiser 1,000,000 .086 .01 12/20/2007 $ 2,763 $ 6,105
J. Dustin 1,000,000 .086 .01 12/20/2007 $ 2,763 $ 6,105
G. Mecham 1,290,000 .110 .01 12/20/2007 $ 3,564 $ 7,876
D. Kenoyer 1,000,000 .086 .01 12/20/2007 $ 2,763 $ 6,105
B. Frazee 1,200,000 .103 .01 12/20/2007 $ 3,315 $ 7,326
</Table>
- ----------
(8) Jacob D. Dustin received Other Compensation as a result of the Iron
Mask Mining Company merger with Intrepid and Western Engineering, for 3,751,001
common shares in exchange for shares of equal value from the merging company
Iron Mask Mining Company on April 16, 2002, and 187,500 common shares for an
engineering evaluation for a market value of $15,000. In fiscal year 2003, he
received 1,000,000 common stock options on December 20, 2002, and 30,000 shares
of S-8 common stock.
(9) Gary D. Mecham is not an executive officer. In fiscal year 2003, he
received 1,290,000 common stock options on December 20, 2002, and 50,000 shares
of common stock.
(10) All options granted were exercisable as of the option grant date,
which was December 20, 2002.
-7-
The following table provides information concerning executive officers' and key
employees stock options exercised in 2003, and those remaining outstanding at
the end of 2003.
<Table>
<Caption>
Number of Shares Underlying Value of Unexercised In-the
Shares Unexercised Options Money(11) Options at FYE
Acquired on Value ----------------------------- -----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------- ------------- ------------- ------------- ------------- ------------- -------------
D. Keiser -0- -0- 1,000,000 -0- -0- -0-
J. Dustin -0- -0- 1,000,000 -0- -0- -0-
G. Mecham -0- -0- 1,290,000 -0- -0- -0-
D. Kenoyer -0- -0- 1,000,000 -0- -0- -0-
B. Frazee -0- -0- 1,200,000 -0- -0- -0-
</Table>
COMPENSATION COMMITTEE REPORT.
The Compensation Committee members are Messrs. Lynn Smith, William Myers, and
Michael LaFleur. They are responsible for developing and making decisions with
respect to the Company's executive compensation policies. For the upcoming
fiscal year 2004, the Committee also intends to review and approve the Company's
compensation and benefit plans and administer the key employee and executive
officer 2003 Stock Option Plan.
The Company believes that executive compensation should reflect value created
for stockholders in furtherance of the Company's strategic goals. The following
objectives are among those utilized by the Compensation Committee:
1. Executive compensation should be meaningfully related to long-term and
short-term value created for stockholders.
2. Executive compensation programs should support the long-term and
short-term strategic goals and objectives of the Company.
3. Executive compensation programs should reflect and promote the
Company's overall value, business growth and reward individuals for
outstanding contributions to the Company.
4. Short and long term executive compensation are critical factors in
attracting and retaining well-qualified executives.
BASE SALARY -- The Compensation Committee, in determining the appropriate base
salaries of its executive officers, generally considers the level of executive
compensation in similar companies in the industry. The Compensation Committee
also considers (i) the performance of the Company and contributing roles of the
individual executive officers, (ii) the particular executive officer's specific
experience and responsibilities, and (iii) the performance of each executive
officer, and (iv) it should be noted as indicated in the Summary Compensation
Table
- ----------
(11) A stock option is considered to be "in-the-money" if the price of
the related stock is higher than the exercise price of the option. The closing
market price of the Company's common stock was $.006 per share on the Over the
Counter Bulletin Board Market at the close of business on June 30, 2003.
-8-
above that the executive officers received a portion of their salary and the
balance was deferred. The base salaries for 2003, were established by the
Committee at levels believed to be at or somewhat below competitive amounts paid
to executives of companies in the environmental industry with comparable
qualifications, experience and responsibilities. During 2003, Dr. Dennis D.
Keiser, the Chief Executive Officer of the Company, received a base salary of
$93,538, which the Committee believes to be below average for the base salary of
chief executive officers with comparable qualifications, experience and
responsibilities of other companies in the engineering and mining industry. The
base salary of Dr. Jacob D. Dustin was $81,120 and is also below the industry
average for his appointment as Vice President, Secretary and Treasurer. The
executive officers, Dr. Keiser and Dr. Dustin, both voluntarily deferred 45% and
35% of their base salaries respectively for the entire fiscal year 2003, and
then forgave the same in an effort to assist the Company meet its cash flow
requirements and to help reduce the Company liabilities.
The Company does not provide any retirement, pension, or 401(k) plan for any
employees.
ANNUAL INCENTIVES -- The bonus program provided for no bonuses in 2003. The
Compensation Committee has not yet approved a management bonus plan for 2004.
LONG-TERM INCENTIVES -- The stock option program is the Company's long-term
incentive plan for executive officers and key employees. The objectives of the
stock option program are to align executive officer compensation and shareholder
return, and to enable executive officers to develop and maintain a significant,
long-term stock ownership position in the Company's common stock. In addition,
grants of stock options to executive officers and others are intended to retain
and motivate executives to improve long-term corporate and stock market
performance. Stock options are to be generally granted at no less than market
values on the grant date, and will only have value if the Company's stock price
increases above the grant price.
o D. Lynn Smith, Chairman
o Michael F. LeFleur
o William R. Myers
THE PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON STOCK AND CREATE A CLASS OF PREFERRED STOCK
The Company currently has 135,000,000 shares of authorized common stock, and no
preferred stock. The Board of Directors has approved an amendment to the
Certificate which would allow the total number of shares of all classes of stock
to be 190,000,000 and divides that between 185,000,000 shares of common stock
$.005 par value and 5,000,000 of preferred stock par value $1.00 per share. This
amendment would increase the present number of authorized common shares from
135,000,000 to 185,000,000 and create a new class of preferred stock to be
issued on terms, conditions and the like as established by the Board of
Directors in the issuance of such shares.
-9-
The following is the text of the proposed amendment to Article V (Fifth) to the
Company's Articles of Incorporation as follows:
The total number of shares which the corporation shall have
authority to issue is: one hundred ninety million
(190,000,000), of which one hundred eighty-five million
(185,000,000) shares at the par value of $.005 each shall be
designated common stock and of which five million (5,000,000)
shares at the par value of $1.00 shall be designated preferred
stock.
Shares of preferred stock may be issued from time to time in
one or more series, each of such series to have distinctive
serial designations which may be by distinguishing number,
letter, or title as shall hereafter be determined together
with such voting powers, rights of redemption, dividends and
liquidation preferences all of which shall hereafter be
determined in the resolution or resolutions providing for the
issue of such preferred stock from time to time adopted by the
Board of Directors of the Company, pursuant to authority so to
do which is hereby conferred upon and invested in the Board of
Directors.
VOTE REQUIRED
The affirmative vote of the majority of the outstanding shares of common stock
is required to approve the amendment. If approved, no further stockholder
approval would be required to issue shares of either common stock or preferred
stock.
PURPOSES AND EFFECTS OF THE AMENDMENT
Additional financing may be required in the future in order for the Company to
continue to expand its business activities as well as to assure the availability
of an adequate supply of authorized but unissued shares for existing stock
options. As of October 15, the Company had issued 97,930,584 shares of common
stock outstanding and stock options exercisable for an additional 11,615,000
shares. If the Company only had a balance of approximately 26,000,000 shares
available for issuance, its financing options could be severely limited. And,
hence, an increase in the common stock seems prudent at this time. The Board
also determined that to increase its overall flexibility in future financing, a
class of preferred stock should be authorized and the proposed amendment
includes this feature.
Preferred shares give the Board of Directors considerable flexibility in
designing an equity financing in that the proposed amendment would authorize the
Board of Directors to set the terms and conditions of the preferred stock; i.e.,
its voting rights, its liquidation preference, and features which would allow
the preferred to be converted into common stock under certain conditions.
Because these type of conditions are transaction oriented, the Board would need
the flexibility to design an equity security to fit its financing need.
Stockholders of the Company have no preemptive rights with respect to
additional shares being authorized.
-10-
The issuance of any additional shares of common stock will have the effect of
diluting the percentage of stock ownership and voting rights of present holders
and may have an anti-takeover effect in that it would enhance the ability of the
Company to issue additional shares which could be used to thwart persons or
otherwise dilute the stockholdership of stockholders seeking to control the
Company. The Company is not aware of any effort to accumulate the Company's
securities or to obtain control of the Company by means of a tender offer proxy
contest or otherwise.
Presently, the Company has no plans, commitments, or other understandings with
regard to the additional shares proposed for authorization. The Board determined
that it was in the best interest of the Company to have these shares available
for issuance if necessary so future financing would not be delayed pending
stockholder approval.
BOARD RECOMMENDATION
The Board of Directors recommends a vote FOR the adoption of the proposal to
amend the certificate to increase the authorized common and create a class of
preferred stock.
AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO AUDITOR
The Audit Committee of the Company is responsible for assisting the Board in
monitoring the integrity of the financial statements of the Company. Management
is responsible for the Company's internal controls and the financial reporting
process. The external auditor's responsible for performing an independent audit
of the Company's financial statements in accordance with generally accepted
auditing standards and to issue a report thereon. The committee's responsibility
is to monitor and oversee these processes. As part of its activities, the
committee:
1. reviewed and discussed with management the audited financial statements
of the Company;
2. discussed with the independent auditors the matters required to be
communicated under Statement and Auditing Standards No. 61
(Communications with Audit Committees);
3. received the written disclosures and letter from the independent
auditors required by Independent Standards Board Standard No. 1
(Independent's Discussion with Audit Committee); and
4. discussed with independent auditors their independence.
Based on the review and discussions referred to above, the committee recommended
to the Board of Directors that the audited financial statements of the Company
for the year end of June 30, 2003, be included in the Company's annual report on
Form 10-KSB filed with the Securities and Exchange Commission.
The Audit Committee of the Company, which has not yet adopted a charter consists
of the following members:
-11-
o D. Lynn Smith, Chairman
o Michael F. LeFleur
o William R. Myers
AUDIT FEES
The aggregate fees billed to us by Balukoff Lindstrom & Co. PA, for the audit of
our financial statements for the fiscal years ended June 30, 2002, and 2003, and
for reviews of financial statements included in our quarterly reports on Form
10-QSB, for the fiscal years 2002, and 2003, respectively were $43,490. There
were no other services performed by Balukoff Lindstrom & Co. PA, for the
Company.
THE PROPOSAL TO RATIFY THE SELECTION OF AUDITORS
The Audit Committee of the Board of Directors has appointed Balukoff Lindstrom &
Co. PA (Balukoff, Lindstrom) as independent auditors to audit the financial
statements of the Company for the year ended June 30, 2004. Balukoff, Lindstrom
has examined the financial statements of the Company for the fiscal years ending
June 30, 2002, and 2003. Representatives of Balukoff, Lindstrom are expected to
be present at the Annual Meeting and will be available to answer questions and
will have the opportunity to make a statement if they desire to do so.
While not required to do so, the Board of Directors has submitted the selection
of Balukoff, Lindstrom to serve as our external auditors for the fiscal year
ending June 30, 2004, for ratification or to ascertain the views of the
stockholders on this appointment.
BOARD RECOMMENDATION
The Board of Directors recommends that you vote FOR ratification of the
selection of Balukoff Lindstrom & Co. PA as the independent auditors of the
Company for the fiscal year ending June 30, 2004. Proxies will be voted FOR
ratified this selection unless otherwise specified.
SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING
In order for a stockholder proposal to be considered for inclusion in our Proxy
Statement for the 2004 Annual Meeting, the written proposal must be received at
our principal executive offices at 501 Broadway, Suite 200, Idaho Falls, Idaho
83402, Attn: Corporate Secretary, on or before June 15, 2004. The proposal must
comply with Securities and Exchange Commission regulations regarding the
inclusion of a shareholder proposal in Company sponsored proxy materials.
VOTING BY PROXIES
A properly executed proxy will be voted in accordance with its terms. Unless you
indicate otherwise, the Proxy Card will be voted FOR the election of directors
to serve as indicated, FOR the approval of the proposal to amend the Certificate
to increase the authorized common stock and create a class of preferred stock,
FOR the ratification of Balukoff Lindstrom & Co. PA as the
-12-
Company's independent accountants, and in the discretion of the proxy for any
other proposal that may properly come before the meeting. A proxy may be revoked
at any time before it is voted.
At the date of this Proxy Statement, the Board of Directors know of no other
matters which will be presented for consideration at the Annual Meeting.
OTHER MATTERS
All expenses in connection with this solicitation of proxies will be borne by
the Company. In addition to solicitation by mail, directors, officers and
regular employees of the Company may solicit proxies by telephone, telegram,
mail or in person. The Company may also reimburse brokers and other custodians
nominees and fiduciary holding shares in their names for their reasonable
expenses in sending material to the beneficial owners of shares and obtain their
proxies.
Copies of the Company's annual report are on Form 10-KSB for the year ended June
30, 2003, may be obtained without charge by writing to the Company at 501
Broadway, Suite 200, Idaho Falls, Idaho, 83402, Attn: Corporate Secretary, or by
telephone request to (208) 529-5337.
INTREPID TECHNOLOGY & RESOURCES, INC.
/s/ Jacob D. Dustin
-------------------------------------
Jacob D. Dustin, Secretary
-13-
INTREPID TECHNOLOGY AND RESOURCES, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE 2003 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Dennis D. Keiser and Jacob D. Dustin, and either
of them, proxies, with full power of substitution in each, and hereby authorizes
them to represent and to vote as designated below, all shares of Common Stock of
Intrepid Technology and Resources, Inc. standing in the name of the undersigned
on the books of said corporation, at the Annual Meeting of Stockholders to be
held on December 12, 2003, at the offices of the corporation and at any
adjournment thereof.
The undersigned instructs such proxies to vote as specified below with the
understanding that unless a contrary choice is specified, this proxy will be
voted FOR proposals 1-3 and in their discretion upon such other business as may
properly come before the meeting or any adjournment thereof:
1. Proposal to elect five members of the Board of Directors of the Company
to serve until the next annual meeting of stockholders or until their
respective successors are elected and qualified.
<Table>
<Caption>
For Against Abstain
--- ------- -------
Dr. Dennis D. Keiser [ ] [ ] [ ]
Dr. Jacob D. Dustin [ ] [ ] [ ]
Michael R. LaFleur [ ] [ ] [ ]
William R. Myers [ ] [ ] [ ]
D. Lynn Smith [ ] [ ] [ ]
2. Proposal to amend the Certificate of Incorporation [ ] [ ] [ ]
to increase the authorized Common Stock to
185,000,000 shares and create a class of 5,000,000
shares of Preferred Stock, par value $1.00;
3. Proposal to ratify the appointment of Balukoff [ ] [ ] [ ]
Lindstrom & Co., P.A. as the Company's independent
auditors for the fiscal year ending June 30, 2004
</Table>
DATED:
---------------------------- --------------------------------------
Please Sign Proxy Exactly as Your Name
Appears on Share Certificate
*Joint owners should each sign personally
If signing in a representative capacity, please indicate your official position.