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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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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
[X] Definitive proxy statement. by Rule 14a-6(e)(2)).
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
KYZEN CORPORATION
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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KYZEN CORPORATION
430 HARDING INDUSTRIAL DRIVE
NASHVILLE, TN 37211
March 30, 2001
TO THE SHAREHOLDERS OF
KYZEN CORPORATION:
You are cordially invited to attend the 2001 Annual Meeting of
Shareholders of Kyzen Corporation, to be held on Wednesday, April 18, 2001, at
9:00 a.m., Nashville Time, at 201 Powell Place, Brentwood, Tennessee 37027.
Please read the enclosed Annual Report to Shareholders and Proxy
Statement for the 2001 Annual Meeting of Shareholders. Whether or not you plan
to attend the meeting, please sign, date and return the enclosed proxy card as
soon as possible so that your vote will be recorded. If you attend the meeting,
you may withdraw your proxy and vote your shares personally. You must provide
proof of ownership of Kyzen Corporation Common Stock as of the record date,
March 1, 2001, in order to attend the meeting.
On behalf of the Board of Directors and management of Kyzen
Corporation, I would like to thank you for your continued support and
confidence, and look forward to meeting as many of our shareholders as possible
on April 18, 2001.
Sincerely,
/s/ Mike Bixenman
Mike Bixenman
Chairman of the Board
IMPORTANT
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY.
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KYZEN CORPORATION
430 HARDING INDUSTRIAL DRIVE
NASHVILLE, TN 37211
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 2001
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TO THE SHAREHOLDERS OF
KYZEN CORPORATION:
The Annual Meeting of Shareholders of Kyzen Corporation (the "Company")
will be held on Wednesday, April 18, 2001, at 9:00 a.m., Nashville Time, at 201
Powell Place, Brentwood, Tennessee 37027, for the following purposes:
(1) To elect two nominees as directors to serve on the
Board of Directors until the Annual Meeting of Shareholders in 2004;
and
(2) To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 1, 2001
as the record date for determining shareholders entitled to notice of and to
vote at the Annual Meeting and any adjournment thereof.
By order of the Board of Directors,
/s/ John Sanders
John Sanders
Corporate Secretary
Nashville, Tennessee
March 30, 2001
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, TO ASSURE THE
PRESENCE OF A QUORUM, PLEASE COMPLETE, DATE, SIGN AND MAIL THE ENCLOSED PROXY
CARD AS SOON AS POSSIBLE. IF YOU ATTEND THE ANNUAL MEETING AND WISH TO VOTE YOUR
SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS
EXERCISED.
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KYZEN CORPORATION
430 HARDING INDUSTRIAL DRIVE
NASHVILLE, TN 37211
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PROXY STATEMENT
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the board of directors (the "Board of Directors") of Kyzen
Corporation (the "Company"), to be voted at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held at 201 Powell Place, Brentwood, Tennessee
37027, on April 18, 2001, at 9:00 a.m., Nashville Time, for the purposes set
forth in the accompanying notice, and at any adjournment thereof. This Proxy
Statement and the accompanying form of proxy are first being mailed or given to
shareholders of the Company on or about April 2, 2001.
The close of business on March 1, 2001 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting. As of the close of business on that date, the Company had
4,777,787 shares of Common Stock, $.01 par value (the "Common Stock"),
outstanding and entitled to vote. No other shares of the Company's capital stock
are outstanding. Holders of the Common Stock are entitled to one vote per share
on any matter which may properly come before the Annual Meeting.
A shareholder who signs and delivers a proxy has the right to revoke it
at any time before it is exercised by writing to the Corporate Secretary, by
timely delivery of a properly executed, later-dated proxy or by voting by ballot
at the Annual Meeting.
If the enclosed proxy is properly executed, returned and not revoked,
it will be voted in accordance with the instructions, if any, given by the
shareholder, and if no instructions are given, will be voted (a) FOR the
election as directors of the nominees listed thereon and described in this Proxy
Statement, and (b) in accordance with the recommendations of the Board of
Directors on any other proposal that may properly come before the Annual
Meeting. The persons named as proxies in the enclosed form of proxy were
selected by the Board of Directors.
PROPOSAL 1:
ELECTION OF DIRECTORS
INTRODUCTION
In accordance with the Tennessee Business Corporation Act and the
Company's Bylaws, directors are elected by a plurality of the votes cast by the
shares entitled to vote at a meeting of shareholders at which a quorum is
present. The Company's Bylaws do not provide for cumulative voting and,
accordingly, the holders of Common Stock do not have cumulative voting rights
with respect to the election of directors. Consequently, each shareholder may
cast only one vote per share for each of the nominees.
Unless a proxy specifies otherwise, the persons named in the proxy will
vote the shares covered by the proxy for the individuals nominated by the Board
of Directors. Should any nominee become unavailable for election, shares covered
by a proxy will be voted for a substitute nominee selected by the current Board
of Directors.
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CLASS II NOMINEES
The Restated Charter of the Company provides that the terms for the
Board of Directors are to be staggered so that approximately one-third of the
directors are elected at each annual meeting. In 1999, pursuant to the Restated
Charter, the Board of Directors divided the Board into two classes of two
directors each and one class of three directors. The Board of Directors recently
resolved not to fill the vacancy left by Larry A. Lofgreen, who resigned from
his position as a director effective July 19, 1999. On March 7, 2001, the Board
of Directors reduced the size of the Board from seven to six directors and
reapportioned the Board into three classes of two directors each. In connection
with this reapportionment, the Board of Directors moved John A. Davis III from a
Class III director to a Class II director; provided, however, that if Mr. Davis
is not re-elected at the Annual Meeting, then the classes of directors shall not
be reapportioned and, in accordance with the Restated Charter, Mr. Davis's term
shall continue as before and expire at the 2002 annual meeting of shareholders.
The terms of Mr. Davis and Kyle J. Doyel expire at the Annual Meeting, subject
to the aforementioned condition.
The Board of Directors has nominated Messrs. Davis and Doyel for
election at the Annual Meeting to serve as Class II directors until the annual
meeting of shareholders in 2004 or until their successors have been elected and
qualified. Messrs. Davis and Doyel have consented to be candidates and to serve
as Class II directors if elected.
The Board of Directors recommends that shareholders vote FOR the
election of the following nominees:
NAME AGE POSITION
- ---- --- --------
John A. Davis III 68 Director
Kyle J. Doyel 45 President, Chief Executive Officer and director
JOHN A. DAVIS III has served as a director of the Company since August
1995. Mr. Davis is an attorney in Little Rock, Arkansas and has practiced law
there since 1993. From 1979 to 1993, Mr. Davis served as Senior Vice President,
General Counsel and Secretary for United Dominion Industries (NYSE:UDI), a
multinational construction and industrial machinery producer. Mr. Davis is the
uncle of Mr. Doyel's wife.
KYLE J. DOYEL has served as Chief Executive Officer, President and
director of the Company since its inception in 1990 and served as Chairman of
the Board from the Company's inception until February 1995. Prior to co-founding
the Company in 1990, Mr. Doyel was employed in several management, sales,
commercial development and product development positions within the chemical
industry.
CONTINUING DIRECTORS
The persons named below will continue to serve as directors until the
annual meeting of shareholders in the years indicated and until their successors
are elected and qualified. The following table shows the names, ages and
positions of each continuing director:
NAME AGE POSITION
- ---- --- --------
TERMS EXPIRING IN 2002:
Janet Korte Baker 48 Director
Michael L. Bixenman 47 Chairman of the Board, Vice President and Director
TERMS EXPIRING IN 2003:
Thomas M. Forsythe 43 Vice President, Treasurer, Chief Accounting Officer and Director
James R. Gordon 55 Director
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CLASS III DIRECTORS:
JANET KORTE BAKER has served as a director of the Company since January
1999. Ms. Baker has been an independent business consultant and financial
advisor in Nashville, Tennessee since 1990. She specializes in financial
advisory work for clients ranging from small business owners to companies with
up to $100 million in revenues. Prior to 1990, Ms. Baker spent 14 years in the
banking industry. She was a Senior Vice President of SunTrust Bank, Nashville
and Executive Vice President of Brentwood National Bank.
MICHAEL L. BIXENMAN has served as Chairman of the Board since June
1995, Vice President since the Company's inception in 1990 and director since
December 1994. Prior to co-founding the Company, Mr. Bixenman was employed in
several positions, the last as Vice President-General Manager with Bix
Manufacturing Company.
CLASS I DIRECTORS:
THOMAS M. FORSYTHE has served as Vice President of the Company since
September 1995, as Treasurer and Chief Accounting Officer of the Company since
January 1998 and as a director of the Company since June 1995. Mr. Forsythe
joined the Company in 1992 and served as General Manager from July 1992 to
September 1995. From 1989 to 1992, Mr. Forsythe served as Business Manager of a
business unit of WR Grace & Co. charged with entering the CFC-free cleaning
chemical market focusing on the aerospace industry.
JAMES R. GORDON has served as a director of the Company since July
1996. Mr. Gordon retired in 2000 as the President and a director of TCS
Management Group, Inc., a multi-national software development company formed by
Mr. Gordon in 1975. TCS Management Group, Inc. is a wholly-owned subsidiary of
Aspect Telecommunications Corporation (Nasdaq:ASPT), for which Mr. Gordon acts
as a consultant.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
BOARD OF DIRECTORS
The Board of Directors held four meetings during 2000. Each director
attended at least 75% of the aggregate of (i) the total number of meetings of
the Board of Directors and (ii) the total number of meetings held by all
committees of the Board on which such director served.
COMMITTEES
The Board of Directors has an Audit Committee and a Compensation
Committee. The Board of Directors currently has no standing nominating committee
or other standing committees.
The Audit Committee makes recommendations to the Board of Directors
with respect to the Company's financial statements and the appointment of
independent accountants. The Audit Committee also reviews significant audit and
accounting policies and practices, meets with the Company's independent public
accountants concerning, among other things, the scope of their audit of the
Company's financial statements, and reviews the performance of the overall
accounting and financial controls of the Company. Ms. Baker and Messrs. Davis
and Gordon serve on the Audit Committee. The Audit Committee held one meeting
during 2000 and met with the independent public accountants with respect to the
audit of the Company's financial statements at that meeting.
The Compensation Committee reviews and approves salaries, bonuses and
other compensation and benefits of executive officers. The Compensation
Committee also advises management regarding benefits and other terms and
conditions of compensation and administers the Company's stock option plans. Ms.
Baker and Messrs. Doyel and Gordon serve on the Compensation Committee. The
Compensation Committee consists of at least two "non-employee directors" as
defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Compensation Committee held one meeting during 2000.
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AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company consists
entirely of directors who meet the independence and experience requirements of
the Nasdaq Stock Market. The Board of Directors has not adopted a written
charter for the Audit Committee.
The Company's management has primary responsibility for preparing the
Company's financial statements, implementing internal controls over financial
reporting and monitoring the effectiveness of the internal controls over
financial reporting. The Company's independent auditors, PricewaterhouseCoopers
LLP, are responsible for expressing an opinion that the Company's audited
financial statements conform in all material respects to generally accepted
accounting principles.
In fulfilling its responsibilities for fiscal year 2000, the Audit
Committee:
- Reviewed and discussed with management the Company's audited
financial statements for the fiscal year ended December 31, 2000;
- Discussed with PricewaterhouseCoopers LLP the matters required
to be discussed under Statement on Auditing Standards No. 61 relating to the
conduct of the audit; and
- Received the written disclosures and the letter from
PricewaterhouseCoopers LLP regarding PricewaterhouseCoopers LLP's independence
as required by Independence Standards Board Standard No. 1, and discussed with
PricewaterhouseCoopers LLP their independence from the Company.
Based on the Audit Committee's review of the audited financial
statements and discussions with management and PricewaterhouseCoopers LLP as
described above and in reliance thereon, the Audit Committee recommended to the
Company's Board that the audited financial statements for the fiscal year ended
December 31, 2000 be included in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2000 for filing with the SEC.
Audit Committee
Janet Korte Baker
John A. Davis III
James R. Gordon
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional
compensation for serving on the Board of Directors or any board committee.
Directors who are not employees of the Company are paid $1,000 each calendar
quarter for serving as a member of the Board of Directors. Directors are
reimbursed for any travel expenses incurred in attending meetings of the Board
of Directors. Directors do not receive any additional compensation for special
assignments or serving on a committee of the Board of Directors.
In April 2000, each of Ms. Baker and Messrs. Davis and Gordon were
granted 5,000 options to purchase Common Stock at an exercise price of $0.69 per
share under the Company's 1994 Stock Option Plan (the "Plan").
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership as of March 1, 2001 of the Common Stock by (a) each person known by
the Company to be a beneficial owner of more than 5% of the outstanding shares
of Common Stock, based on a review of electronic filings made with the
Securities and Exchange Commission (the "SEC"), (b) each director of the
Company, (c) each individual listed under "Executive Compensation - Summary
Compensation Table" below and (d) all directors and executive officers of the
Company as a group. Each beneficial owner named below has advised the Company
that such owner has sole investment or voting power with respect to the shares
of Common Stock shown below. The Company has no reason to believe such
information is inaccurate. The address for each of the beneficial owners is
shown below.
PERCENT OF COMMON
NUMBER OF SHARES STOCK BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED(1)
- ---------------------------------------------------------------------------------------------------------------
5% SHAREHOLDERS:
Christopher B. Cannon
60 East South Temple, Salt Lake City, UT 1,113,535(2) 23.3%
DIRECTORS AND NAMED EXECUTIVE OFFICERS:
Kyle J. Doyel
430 Harding Industrial Drive, Nashville, TN 584,726(3) 12.1%
Michael L. Bixenman
430 Harding Industrial Drive, Nashville, TN 419,346(4) 8.7%
Thomas M. Forsythe
430 Harding Industrial Drive, Nashville, TN 159,544(5) 3.3%
John A. Davis III
500 E. Markham St., Little Rock, AR 68,500(6) 1.4%
James R. Gordon
430 Harding Industrial Drive, Nashville, TN 35,000(7) *
Janet Korte Baker
430 Harding Industrial Drive, Nashville, TN 10,000(8) *
All executive officers and directors as a group
(6 persons) 1,277,116(3)(4)(5)(6)(7)(8) 25.4%
- ---------------
* Represents less than 1% of the outstanding shares of Common Stock.
(1) Pursuant to the rules of the SEC, shares of Common Stock which
beneficial owners set forth in this table have a right to acquire
within 60 days of the date hereof pursuant to the exercise of stock
options are deemed to be outstanding for the purpose of computing the
percentage of Common Stock beneficially owned by that owner but are not
deemed outstanding for the purpose of computing percentage ownership of
any other beneficial owner shown in the table.
(2) Includes options currently exercisable to purchase 10,000 shares.
(3) Includes options currently exercisable to purchase 54,334 shares.
(4) Includes options currently exercisable to purchase 49,333 shares.
(5) Includes options currently exercisable to purchase 58,493 shares.
(6) Includes options currently exercisable to purchase 54,000 shares.
(7) Includes options currently exercisable to purchase 25,000 shares.
(8) Includes options currently exercisable to purchase 10,000 shares.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company pays royalties to Bix Manufacturing Company, a shareholder,
in connection with the Company's acquisition of certain patent rights from Bix
Manufacturing Company. These royalty payments are based on 2% of the Company's
revenues related to the patented chemistry. The Company is currently satisfying
its royalty obligation by providing consulting services to Bix Manufacturing
Company. In each of 2000 and 1999, $41,000 was recorded as royalty expenses to
reflect these transactions. Michael L. Bixenman, a director and officer of the
Company, is a 10% shareholder of Bix Manufacturing Company.
The Company paid $15,480 and $11,670 in 2000 and 1999, respectively,
for transportation services from Benco Sales. Benco Sales is owned by Benny
Bixenman, who is a shareholder of the Company and the brother of Michael L.
Bixenman, a director and officer of the Company.
The Company paid $9,532 in 1999 to John A. Davis III, a director of the
Company, for investor relations and consulting services.
The Company paid $100,910 and $97,462 as rent in 2000 and 1999,
respectively, to Charles Hawkins Company, whose pension plan is a shareholder of
the Company.
In November 2000, the Company loaned $100,000 to Christopher B. Cannon,
the beneficial owner of more than 5% of the Company's Common Stock, at an
interest rate of 9.5% per annum. The principal amount of the loan, together with
the interest accrued thereon, was originally due and payable on January 29,
2001, but the Board of Directors has extended the terms of the loan for up to an
additional 90 days. Mr. Cannon pledged to the Company 350,000 shares of Common
Stock to secure the obligation to repay the principal and interest due on the
loan.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than 10% of a registered class of
the Company's equity securities at any time during the year to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Executive officers, directors and
shareholders who beneficially own greater than 10% are required by the SEC's
regulations to furnish the Company with copies of all such filings. The Company
is required to report in this Proxy Statement any failure to file such reports
by the specific dates that these reports are required to be filed during or with
respect to the year ended December 31, 2000.
Based solely on a review of the copies of reports furnished to the
Company and certain written representations that no other reports were required,
the Company believes that all Section 16(a) reporting and filing requirements
applicable to its executive officers, directors and greater than 10%
shareholders were complied with for the year ended December 31, 2000.
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EXECUTIVE COMPENSATION
The following table reflects the compensation of the Company's Chief
Executive Officer and each of the Company's most highly compensated executive
officers whose total annual salary and bonus exceeded $100,000 in 2000 for all
services rendered in all capacities to the Company.
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------
LONG TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------ ---------------------
NAME AND PRINCIPAL POSITION SECURITIES UNDERLYING
YEAR SALARY OPTIONS
- -------------------------------------------------------------------------------------------
Kyle J. Doyel, 2000 $134,912 --
Chief Executive Officer 1999 129,820 33,334
1998 122,860 6,000
- -------------------------------------------------------------------------------------------
Michael L. Bixenman, 2000 $126,512 --
Chairman of the Board 1999 121,520 33,333
1998 114,847 6,000
- -------------------------------------------------------------------------------------------
Thomas M. Forsythe, 2000 $116,912 --
Vice President 1999 112,070 5,000
1998 106,332 12,000
- --------------------------------------------------------------------------------------------
No options/SARs were granted to the named executive officers during
2000.
The following table shows the aggregate number of options/SARs
exercised by each of the named executive officers and the number of unexercised
securities underlying options/SARs at the end of 2000.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
- ---------------------------------------------------------------------------------------
NUMBER OF UNEXERCISED SECURITIES
UNDERLYING OPTIONS/SARS AT FY-END
SHARES ACQUIRED ----------------------------------
ON VALUE EXERCISABLE UNEXERCISABLE
NAME EXERCISE REALIZED
- ---------------------------------------------------------------------------------------
Kyle J. Doyel, -- -- 54,049 285
Chief Executive Officer
- ---------------------------------------------------------------------------------------
Michael L. Bixenman, -- -- 49,048 285
Chairman of the Board
- ---------------------------------------------------------------------------------------
Thomas M. Forsythe, -- -- 57,644 2,689
Vice President
- ---------------------------------------------------------------------------------------
EMPLOYMENT AGREEMENTS
Kyle J. Doyel serves as President and Chief Executive Officer and each
of Michael L. Bixenman and Thomas M. Forsythe serve as Vice Presidents pursuant
to Employment Agreements dated January 1, 1995, and amended in 1999. Each
Employment Agreement, as amended (each, an "Employment Agreement"), provides for
an initial term of one year and thereafter renews automatically for successive
one-year periods unless terminated by sixty days notice by either party prior to
the end of an existing one-year period. Each Employment Agreement was amended in
1999 to conform to change-in-control provisions in the Company's Rights
Agreement.
Each Employment Agreement provides that if the employee is terminated
upon a "Change of Control," the employee shall immediately be paid, among other
things, all accrued compensation to the date of termination. For
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the remainder of the existing employment term and for a period of two years
thereafter, the employee shall be entitled to receive semi-monthly severance
payments equal to salary payment which otherwise would have been paid to the
employee pursuant to the Employment Agreement.
In addition, the employee shall be entitled to immediately exercise all
awards granted to such employee under the Plan, or any successor plan, and shall
continue to accrue retirement benefits and shall continue to enjoy any benefits
under any plans of the Company in which the employee is a participant to the
full extent of the employee's rights under such plans, including any perquisites
provided under the Employment Agreement through the remainder of the employment
term. As defined in the Employment Agreement, "Termination Upon a Change in
Control" means either (i) a termination of the employee following a "Change in
Control" (as defined in the Employment Agreement) or (ii) resignation by the
employee following a "Change in Control."
The Employment Agreement contains confidentiality provisions that
survive the expiration or termination of the Employment Agreement and covenants
not to compete during the period of the Employment Agreement and for a period of
two years after termination, subject to certain limitations. Messrs. Doyel,
Bixenman and Forsythe have agreed to salary deferral in the event the Company
determines it does not have the necessary funds to pay the full amounts of their
salaries. If their respective salaries are deferred, they are entitled to
receive interest on the deferred amounts at a rate of 12% per annum, compounded
monthly.
SECTION 162(M) OF THE INTERNAL REVENUE CODE
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits
a company's ability to take a deduction for federal tax purposes for certain
compensation paid to its executive officers. The Company currently expects that
all compensation payable to executive officers during 2000 will be deductible by
the Company for federal income tax purposes. The Compensation Committee's policy
with respect to compensation to be paid to executive officers is to structure
compensation payments to executive officers so as to be deductible under Section
162(m).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 2000, the Compensation Committee was composed of Ms. Baker and
Messrs. Doyel and Gordon. Mr. Doyel is the President and Chief Executive Officer
of the Company. Ms. Baker and Mr. Gordon are not employed by the Company. During
2000, the Compensation Committee recommended salary adjustments for the
executive officers to levels competitive with similar positions in the chemical
and high technology industries.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's financial statements for the year ended December 31, 2000
were audited by PricewaterhouseCoopers LLP, which has audited the Company's
books and records since the Company's inception in 1990. PricewaterhouseCoopers
LLP has been selected by the Company's Audit Committee to audit the Company's
financial statements for the year ending December 31, 2001.
Representatives of PricewaterhouseCoopers LLP are expected to be
present at the Annual Meeting, and, while they do not plan to make a statement
at the meeting, such representatives will be available to respond to appropriate
questions from shareholders in attendance.
AUDIT FEES
The aggregate fees billed for professional services rendered for the
audit of the Company's annual financial statements for 2000 and the reviews of
the financial statements included in the Company's Forms 10-QSB for 2000 was
$31,868.
The Audit Committee has considered whether the provision of services
listed under "Financial Information Systems Design and Implementation Fees" and
"All Other Fees" below is compatible with maintaining the independence of
PricewaterhouseCoopers LLP.
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FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PricewaterhouseCoopers LLP did not render any services to the Company
for the design and implementation of financial information systems in 2000.
ALL OTHER FEES
The aggregate fees billed for services rendered by
PricewaterhouseCoopers LLP, other than the services listed under "Audit Fees"
and "Financial Information Systems Design and Implementation Fees" above, for
2000 was $9,200.
GENERAL INFORMATION
SHAREHOLDER PROPOSALS FOR THE ANNUAL MEETING OF SHAREHOLDERS IN 2002
Shareholder proposals intended to be presented at the Company's 2002
annual meeting of shareholders must be received by the Company at its executive
offices, located at the address listed below, not later than December 3, 2001 in
order for the proposal to be included in the Company's Proxy Statement and proxy
card.
To be included on the agenda for the 2002 annual meeting, shareholder
proposals must be submitted in accordance with the following procedure.
Shareholders who wish to nominate a candidate for election to the Board of
Directors (other than the candidates proposed by the Board of Directors or a
nominating committee appointed by the Board) or propose any other business at
the 2002 annual meeting must deliver written notice to the Secretary of the
Company at the address below not earlier than November 3, 2001 nor later than
December 3, 2001.
Any nomination for director or other proposal by a shareholder that is
not timely submitted and does not comply with these notice requirements will be
disregarded and, upon the instructions of the presiding officer of the annual
meeting, all votes cast for each such nominee and such proposal will be
disregarded. The Company's Board of Directors, or a nominating committee
appointed by the Board, will consider shareholder nominations of candidates for
election to the Board of Directors that are timely and otherwise submitted in
accordance with the requirements described in this subsection.
A shareholder's written notice submitted to the Secretary of the
Company nominating candidates for election to the Board of Directors or
proposing other business must include: (i) the name and address of the
shareholder; (ii) the class and number of shares of Common Stock held of record
and beneficially owned by such shareholder; (iii) the name(s), including any
beneficial owners, and address(es) of such shareholder(s) in which all such
shares of Common Stock are registered on the stock transfer books of the
Company; (iv) a representation that the shareholder intends to appear at the
meeting in person or by proxy to submit the business specified in such notice;
(v) a brief description of the business desired to be submitted to the annual
meeting of shareholders, the complete text of any resolutions intended to be
presented at the annual meeting and the reasons for conducting such business at
the annual meeting of shareholders; (vi) any personal or other material interest
of the shareholder in the business to be submitted; (vii) as to each person whom
the shareholder proposes to nominate for election or reelection as a director,
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Exchange Act (including such
person's written consent to being named in the Proxy Statement as a nominee and
to serving as a director if elected); and (viii) all other information relating
to the nomination or proposed business which may be required to be disclosed
under applicable law. In addition, a shareholder seeking to submit such
nominations or other business at the meeting shall promptly provide any other
information reasonably requested by the Company. Such notice shall be sent to
the following address:
Kyzen Corporation
430 Harding Industrial Drive
Nashville, Tennessee 37211
Attention: Corporate Secretary
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13
The individuals named as proxies on the proxy card for the Company's
2002 annual meeting of shareholders will be entitled to exercise their
discretionary authority in voting proxies on any shareholder proposal that is
not included in the Company's Proxy Statement of the 2002 annual meeting, unless
the Company receives notice of the matter(s) to be proposed by December 3, 2001.
Even if proper notice is received within such time period, the individuals named
as proxies on the proxy card for that meeting may nevertheless exercise their
discretionary authority with respect to such matter(s) by advising shareholders
of the proposal(s) and how the proxies intend to exercise their discretion to
vote on these matter(s), unless the shareholder making the proposal(s) solicits
proxies with respect to the proposal(s) to the extent required by Rule
14a-4(c)(2) under the Exchange Act.
COUNTING OF VOTES
All matters specified in this Proxy Statement that are to be voted on
at the Annual Meeting will be by written ballot. Inspectors of election will be
appointed by the Board of Directors to, among other things, determine the number
of shares represented at the Annual Meeting, the existence of a quorum and the
validity and effect of proxies, to receive votes or ballots, to hear and
determine all challenges and questions arising in connection with the right to
vote, to count and tabulate all votes or ballots and to determine the result.
Each item presented herein to be voted on at the Annual Meeting must be approved
by the affirmative vote of the holders of the number of shares described under
each such item. The inspectors of election will treat shares represented by
proxies that reflect abstentions as shares that are present and entitled to vote
for purposes of determining the presence of a quorum. Abstentions, however, do
not constitute a vote "for" or "against" any matter and thus will be disregarded
in the calculation of "votes cast."
Inspectors of election will treat shares subject to "broker non-votes"
as shares that are present and entitled to vote for purposes of determining the
presence of a quorum. For purposes of determining the outcome of any matter as
to which the broker has physically indicated on the proxy that it does not have
discretionary authority to vote, however, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters).
MISCELLANEOUS
The Company will bear the cost of printing, mailing and other expenses
in connection with this solicitation of proxies and will also reimburse brokers
and other persons holding shares in their names or in the names of nominees for
their expenses in forwarding this proxy material to the beneficial owners of
such shares. Certain of the directors, officers and employees of the Company
may, without any additional compensation, solicit proxies in person or by
telephone.
Management of the Company is not aware of any matters other than those
described above which may be presented for action at the Annual Meeting. If any
other matters properly come before the Annual Meeting, it is intended that the
proxies will be voted with respect thereto in accordance with the judgment of
the person or persons voting such proxies subject to the direction of the Board
of Directors.
A copy of the Company's 2000 Annual Report to Shareholders is being
mailed with this Proxy Statement.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 2000 (WITHOUT EXHIBITS), AS FILED WITH THE SEC, ARE AVAILABLE TO
SHAREHOLDERS FREE OF CHARGE BY WRITING TO: INVESTOR RELATIONS DEPARTMENT, KYZEN
CORPORATION, 430 HARDING INDUSTRIAL DRIVE, NASHVILLE, TENNESSEE 37211.
By order of the Board of Directors,
/s/ John Sanders
John Sanders
Corporate Secretary
Nashville, Tennessee
March 30, 2001
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PROXY CARD
KYZEN CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Kyle J. Doyel and Michael L. Bixenman,
and either of them, as proxies, with full power of substitution and
resubstitution, to vote all of the shares of Common Stock which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of Kyzen Corporation,
to be held at 201 Powell Place, Brentwood, Tennessee 37027, on April 18, 2001,
at 9:00 a.m. (Nashville Time), and at any adjournment thereof.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE
VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THE ABOVE-NAMED PROXIES WILL
VOTE (A) FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED ON THE REVERSE SIDE
OF THIS CARD AND (B) IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
(Continued on reverse side)
- --------------------------------------------------------------------------------
1. Election of Directors. Nominees: John A. Davis III and Kyle J. Doyel.
FOR nominees listed (except WITHHOLD AUTHORITY to
withheld to the contrary) vote for any individual nominee(s).
[ ] Write name of nominee(s) here:
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2. In their discretion, the proxies are authorized to vote upon such other
matters which may properly come before the meeting or at any
postponements or adjournments thereof.
Dated: , 2001
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Signature
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Signature if held jointly
IMPORTANT: PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ON THIS PROXY AND
MAIL PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU SIGN AS AGENT OR IN ANY OTHER
CAPACITY, PLEASE STATE THE CAPACITY IN WHICH YOU SIGN.