SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and
Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Delta-Omega Technologies, 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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14-a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] 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:
_____________________________________________
[X ] 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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4) Date filed:
P. O. Box 81518
Lafayette, LA 70598
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 22, 1997
To the shareholders of Delta-Omega Technologies, Inc.:
An Annual Meeting of the shareholders of Delta-Omega
Technologies, Inc. (the "Company") will be held at 119 Ida Road,
Broussard, Louisiana, at 10:00 A.M. (CST) on Tuesday, April 22,
1997, or at any adjournment or postponement thereof, to vote upon
the election of directors, to ratify the reappointment of
auditors and to transact such other business as may properly come
before the meeting.
Details relating to this matter are set forth in the attached
Proxy Statement. All shareholders of record as of the close of
business on March 7, 1997 will be entitled to notice of, and to
vote at, such meeting or at any adjournment or postponement
thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF
YOU DO NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. THE DELIVERY OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND
THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
L. G. Schafran
Chairman of the Board
March 10, 1997
PROXY STATEMENT
DELTA-OMEGA TECHNOLOGIES, INC.
c/o American Securities Transfer, Inc.
P.O. Box 1596
Denver, CO 80201-1596
(303) 234-5300
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 22, 1997
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Delta-Omega
Technologies, Inc. (the "Company"), a Colorado corporation, to be
voted at an Annual Meeting of Shareholders of the Company
("Annual Meeting") to be held at 10:00 A.M. on April 22, 1997 at
119 Ida Road, Broussard, Louisiana, or at any adjournment or
postponement thereof. The Company anticipates that this Proxy
Statement and accompanying form of Proxy will be first mailed or
given to all shareholders of the Company on or about March 10,
1997. The shares represented by all proxies that are properly
executed and submitted will be voted at the meeting in accordance
with the instructions indicated thereon. Unless otherwise
directed, votes will be cast FOR the proposals presented. The
vote of a majority of the shares represented at the meeting in
person or by proxy will be required to enact any or all of the
proposals.
Any shareholder giving a proxy may revoke it at any time before
it is exercised by delivering written notice of such revocation
to the Company, by substituting a new proxy executed at a later
date, or by requesting, in person, at the Annual Meeting that the
proxy be returned.
All of the expenses involved in preparing, assembling and mailing
this Proxy Statement and the material enclosed herewith and all
costs of soliciting proxies will be paid by the Company. In
addition to the solicitation by mail, proxies may be solicited by
Officers and regular employees of the Company by telephone,
telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular
salaries.
Arrangements will also be made with brokerage houses and other
custodians, nominees and fiduciaries to forward solicitation
materials to the beneficial owners of the shares held on record
date by such persons, and the Company may reimburse such persons
for reasonable out-of-pocket expenses incurred by them in so
doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on March 7, 1997, has been fixed by the
Board of Directors of the Company as the record date for the
determination of shareholders entitled to notice of and to vote
at the Annual Meeting. At such date, there were outstanding
approximately 12,760,320 shares of the Company's $.001 par
value common stock (hereinafter referred to as the "common
stock"), each of which entitles the holder thereof to one vote
per share on each matter which may come before the meeting.
Additionally, there are outstanding 1,595,000 shares of $.001
Series B Convertible Exchangeable Preferred Shares and
2,471,667 shares of $.001 Series C Convertible Exchangeable
Preferred Shares, each entitled to one vote per share. The
Series B and Series C Convertible Exchangeable Preferred Shares
are hereinafter referred to collectively as the "preferred
stock." The shares of preferred stock vote together with the
common stock as a single class except upon amendments of rights
and preferences for the preferred stock. Cumulative voting is
not permitted. The Company has no other class of voting
securities outstanding.
A majority of the issued and outstanding shares of the Company's
common stock and preferred stock entitled to vote, represented in
person or by proxy, constitutes a quorum at any shareholders'
meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 30, 1996, the
common stock ownership of each person known by the Company to be
the beneficial owner of five percent or more of the Company's
common and preferred stock ("Principal Shareholders"), all
Directors and Officers individually and all Directors and
Officers of the Company as a group. Except as noted, each person
has sole voting and investment power with respect to the shares
shown. All shares are "restricted securities" and as such are
subject to limitations on resale. The shares may be sold
pursuant to Rule 144 under certain circumstances. There are no
contractual arrangements or pledges of the Company's securities,
known to the Company, which may at a subsequent date result in a
change of control of the Company.
Amount of Beneficial
Ownership(1)
Common and Options Percent
Name and Address of Preferred and of
Beneficial Owner Stock Warrants Total Class(2)
L.G. Schafran(3) --- 600,000 600,000 3.44%
54 Riverside Drive #14B
New York, NY 10024
Donald P. Carlin(4) 1,111,127 137,000 1,248,127 7.36%
P.O. Box 51808
Lafayette, La. 70505
Richard A. Brown (5) 629,872 - 0 - 629,872 3.74%
P.O. Box 8706
Longboat Key, FL 34228
James V. Janes, III (6) 201,038 211,500 412,538 2.42%
231 Dr. Charlie Drive
Opelousas, La. 70570
David H. Peipers (7) 1,727,450 130,000 1,857,450 10.95%
610 Tenth Avenue
Suite 605
New York, NY 10020
Moores Pump
& Supply, Inc.(8) 748,617 -0- 748,617 4.45%
P.O. Box 51808
Lafayette, LA 70505
Vernon Taylor, Jr.(9) 1,950,955 165,000 2,115,955 12.45%
1670 Denver
Club Building
Denver, CO 80202
The Winsome Limited 1,596,047 130,000 1,726,047 10.18%
Partnership (10)
F/K/A Crossroads
Limited Partnership
610 Tenth Avenue
Suite 605
New York, NY 10020
GAMI Investments,
Inc. (11) 933,333 933,333 1,866,666 10.51%
Two North
Riverside Plaza
Suite 1100
Chicago, IL 60606
Marian A. Bourque -0- -0- -0- 0%
P.O. Box 81518
Lafayette, LA
70598-1518
All Directors and
Officers as a Group
(Six Persons)(12) 3,669,487 1,078,500 4,747,987 26.52%
(1) Rule 13d-3 under the Securities Exchange Act of 1934,
involving the determination of beneficial owners of
securities, includes as beneficial owners of securities,
among others, any person who directly or indirectly, through
any contract, arrangement, understanding, relationship or
otherwise has, or shares, voting power and/or investment
power with respect to such securities; and, any person who
has the right to acquire beneficial ownership of such
security within sixty days through means, including but not
limited to, the exercise of any option, warrant or
conversion of a security. In making this calculation,
options and warrants which are significantly
"out-of-the-money" and therefore unlikely to be exercised
within sixty days are not included in the calculation of
beneficial ownership. For this purpose, the Company deems
options and warrants with an exercise price above $.75 as
unlikely to be exercised within the next sixty days. Any
securities not outstanding which are subject to such
options, warrants or conversion privileges are deemed to
be outstanding for the purpose of computing the percentage
of outstanding securities of the class owned by such person,
but are not be deemed to be outstanding for the purpose of
computing the percentage of the class by any other person.
(2) As of December 30, 1997, there were 12,745,320 shares of
common stock, 1,610,000 shares of Series B Convertible
Exchangeable Preferred Stock and 2,471,667 shares of Series
C Convertible Exchangeable Preferred Stock issued and
outstanding. Each share of the Series B and Series C
Convertible Exchangeable Preferred Stock is entitled to one
vote and votes together with the common stock as a single
class except upon matters relating to the amendment of
rights and preferences for the preferred stock.
Accordingly, there are 16,826,987 shares of capital stock
entitled to vote upon ordinary matters and the percentages
in this column are based upon such number of shares.
(3) Mr. Schafran owns options to purchase 600,000 shares of
common stock. Mr. Schafran also owns warrants to purchase
600,000 shares of common stock at an exercise price of $2.00
per share, but these have been excluded from the calculation
of his beneficial ownership due to the material difference
between the exercise price and the current trading price of
the common stock . Mr. Schafran's wife owns 136,562 shares
of common stock, 131,667 shares of preferred stock and
warrants to purchase 116,557 shares of common stock. Mr.
Schafran disclaims beneficial ownership of the stock owned
by his wife.
(4) Mr. Carlin owns 155,696 shares of common stock and options
to purchase 137,000 shares of common stock. Mr. Carlin
also owns warrants to purchase 10,015 shares of common stock
at an exercise price of $1.50 per share, but these have been
excluded from the calculation of his beneficial ownership
due to the material difference between the exercise price
and the current trading price of the common stock. Mr.
Carlin could be considered a beneficial owner of 23,814
shares of common stock and 25,000 shares of preferred stock
held by his wife and 30,000 shares of common stock held by
his children. Mr. Carlin could also be considered a
beneficial owner of 748,617 shares of common stock held by
Moore's Pump & Supply, Inc., of which Mr. Carlin is a
principal shareholder. Mr. Carlin could also be considered
beneficial owner of 128,000 shares of common stock held by
C&M Land Account of which Mr. Carlin is a principal
shareholder and director.
(5) Mr. Brown owns 551,526 shares of common stock . Mr. Brown
could be considered a beneficial owner of 66,680 shares of
common stock held in custodial account for his son
Alexander J. Brown and 11,666 shares of common stock held by
Quando Partnership, of which Mr. Brown has a 1/6 partnership
interest. Mr. Brown also beneficially owns warrants to
purchase 124,472 shares of common stock at an exercise price
of $1.50 per share (6,670 of which are held in a custodial
account for his son), but these have been excluded from the
calculation of his beneficial ownership due to the material
difference between the exercise price and the current
trading price of the common stock.
(6) Mr. Janes owns 194,078 shares of common stock and options to
purchase 211,500 shares of common stock. He could be
considered a beneficial owner of 6,960 shares held in joint
tenancy with his mother. Mr. Janes also owns options to
purchase 10,000 shares of common stock at an exercise price
of $2.00 per share, but these have been excluded from the
calculation of his beneficial ownership due to the material
difference between the exercise price and the current
trading price of the common stock.
(7) Mr. Peipers owns 131,403 shares of common stock. Mr.
Peipers could be considered a beneficial owner of 1,408,368
shares of common stock, 130,000 shares of preferred stock
and warrants to purchase 130,000 shares of common stock
held by The Winsome Limited Partnership F/K/A Crossroads
Limited Partnership, of which Mr. Peipers is General
Partner. Mr. Peipers could also be considered a beneficial
owner of 7,679 common shares and 50,000 shares of preferred
stock held by Cornerhouse Limited Partnership, an affiliate
of The Winsome Limited Partnership.
(8) Moore's Pump & Supply, Inc. is an entity for which Donald P.
Carlin is a principal shareholder and director. Moores owns
748,617 shares of common stock.
(9) Mr. Taylor owns 507,054 shares of common stock, 200,000
shares of preferred stock and warrants to purchase 100,000
shares of common stock. Mr. Taylor could be considered a
beneficial owner of 435,000 shares of common stock held by a
family member and 284,000 shares of common stock held by a
corporation for which Mr. Taylor is an officer. Mr. Taylor
could also be considered a beneficial owner of 59,901 shares
of common stock and 400,000 shares of preferred stock held
by the Ruth and Vernon Taylor Foundation and 65,000 shares
of preferred stock and warrants to purchase 65,000 shares
of common stock held by the Sara Taylor Swift Revocable
Trust,since Mr. Taylor is a trustee of both.
(10) The Winsome Limited Partnership F/K/A Crossroads Limited
Partnership, is an entity for which David H. Peipers is the
General Partner. The Winsome Limited Partnership owns
1,408,368 shares of common stock, 130,000 shares of
preferred stock and warrants to purchase 130,000 shares of
common stock. The Winsome Limited Partnership could also be
considered a beneficial owner of 7,679 shares of common
stock and 50,000 shares of preferred stock held by
Cornerhouse Limited Partnership, an affiliate of The Winsome
Limited Partnership. The Winsome Limited Partnership also
owns warrants to purchase 20,000 shares of common stock at
an exercise price of $1.50 per share, but these have been
excluded from the calculation of its beneficial ownership
due to the material difference between the exercise price
and the current trading price of the common stock.
(11) GAMI Investments, Inc., a Delaware corporation, owns 933,333
shares of preferred stock and warrants to purchase 933,333
shares of common stock.
(12) The Directors and Officers as a group (six persons)
beneficially own 3,464,487 shares of common stock, 205,000
shares of preferred stock, warrants to purchase 130,000
shares of common stock and stock options to purchase
948,500 shares of common stock.
MANAGEMENT
The Executive Officers and Directors of the Company and their
ages and positions with the Company are as follows:
Period from
Name Age Position Which Served
L. G. Schafran 57 Chairman 01/96
of the Board
James V. Janes, III 48 President, CEO and 10/89
Director
Donald P. Carlin 37 Director 10/90
Richard A. Brown 48 Director 10/90
David H. Peipers 39 Director 01/96
Marian A. Bourque 35 Chief Financial 04/96
and Accounting
Officer, Secretary
and Treasurer
The Company has no knowledge of any arrangement or understanding
in existence between any Executive Officer or Director named
above and any other person pursuant to which any such Executive
Officer or Director was or is to be elected to such office or
offices. All Officers of the Company serve at the pleasure of
the Board of Directors. No family relationships exist among the
Directors or Executive Officers of the Company. All Officers of
the Company will hold office until the next Annual Meeting of the
Company's shareholders. There is no person who is not a
designated Officer who is expected to make any significant
contribution to the business of the Company.
The Board of Directors has five committees, which are as follows:
Number of
Meetings
During Last
Name of Committee Directors Serving Fiscal Year
Nominating Committee L. G. Schafran, Chairman 1
James V. Janes, III
Richard A. Brown
Executive Committee L. G. Schafran, Chairman 1
James V. Janes, III
Richard A. Brown
Audit Committee David H Peipers, Chairman 1
James V. Janes, III
Richard A. Brown
Compensation and James V. Janes, III, Chairman 1
Options Committee Richard A. Brown
L. G. Schafran
Research and Develop- David H. Peipers, Chairman 1
ment Committee James V. Janes, III
Richard A. Brown
The Nominating Committee selects Director nominees and will
consider suggestions by shareholders for names of possible future
nominees delivered in writing to the Secretary of the Company on
or before November 1 in any year. The Executive Committee
performs strategic planning and recommends Company policies and
direction to the Board. The Audit Committee recommends the
engagement and discharge of independent auditors, directs and
supervises special investigations when necessary, reviews with
independent auditors the audit plan and the results of the audit,
reviews the independence of the independent auditors, considers
the range of audit fees and reviews the scope and results of the
Company's procedures for internal auditing and the adequacy of
its system of internal accounting controls. The Compensation and
Options Committee recommends to the Board the compensation
arrangements for senior management and Directors, adoption of
compensation plans in which Officers and Directors are eligible
to participate and the granting of stock options or other
benefits under compensation plans. The Research and Development
Committee considers research and development projects and
establishes budgets for such projects. The Board of Directors
had 13 meetings during the last fiscal year. All Directors
attended at least 75 percent of the meetings of the Board and the
meetings of the committees on which the respective Directors
served during the Director's tenure.
L. G. Schafran. Mr. Schafran has been Chairman of the Board of
Directors since January 1996. Mr. Schafran is also currently a
director and Chairman of the Executive Committee of Dart Group
Corporation and its two principal affiliates, Trak Auto
Corporation and Crown Books Corporation. Mr. Schafran is also a
director or trustee of Capsure Holdings Corp., Glasstech, Inc.,
National Income Realty Trust, Oxigene, Inc. and Publicker
Industries, Inc. Mr. Schafran earned a B.B.A. from the
University of Wisconsin in 1960 and a M.B.A. also from the
University of Wisconsin in 1961.
Richard A. Brown. Mr. Brown has been a Director of the Company
since October 1990, and was Chairman of the Board from 1991 to
1995. Mr. Brown has been the sole proprietor of the venture
capital firm Eagle Ventures since 1989. Mr. Brown has also been
a director of Oxigene, Inc., a publicly held company involved in
cancer research, since 1988, and a director of Angiosonics, Inc.,
a publicly-held company involved with cardiac intervention
devices, since 1992. From 1986 until 1989, Mr. Brown was
President of Eagle Financial Group, Inc., a venture capital and
investment banking firm. Prior to 1986, Mr. Brown was engaged in
the financing and analysis of development stage companies
involved in medical electronic technology. Mr. Brown earned a
B.A. degree from Hamilton College in 1970.
Donald P. Carlin. Mr. Carlin has been a Director of the Company
since October 1990. Mr. Carlin has also been a director of
Oxigene, Inc., a publicly held company involved in cancer
research, since 1992. Since 1982, Mr. Carlin has been Chief
Executive Officer and a principal shareholder of the Moores
Companies, a group of South Louisiana companies in the oil field
service and real estate industries. Mr. Carlin earned a B.S.
degree from the University of Southwestern Louisiana in 1981.
James V. Janes, III. Mr. Janes has been a Director of the
Company since February 1990 and President since January 1996.
Mr. Janes was General Manager of Delta-Omega Technologies, Ltd.,
the Company's wholly owned subsidiary, from November 1989 to
December 1990. From 1977 to 1989, Mr. Janes was President of
Janes Industries, Inc., a Louisiana corporation licensed as a
general contractor. Mr. Janes served in the U.S. Air Force,
earning the Distinguished Flying Cross, and between 1973 and 1977
was an instructor and evaluator with the 58th TAC Fighter
Squadron at Eglin Air Force Base in Florida. Mr. Janes earned a
B.S. from Northwestern State University in 1970.
David H. Peipers. Mr. Peipers has been a Director of the Company
since February 1996. Mr. Peipers is a co-founder and Chairman of
Bedminster Bioconversion Corporation, a private company which
designs and develops large scale composting facilities for the
treatment of organic waste streams. He is also an active private
investor in and director of various companies, including Segrets,
Inc., Cyto Ltd., and SK Technologies. Mr. Peipers earned an A.B.
from Harvard College in 1978 and a J.D. from Harvard Law School
in 1981.
Marian A. Bourque. Ms. Bourque has been Chief Financial and
Accounting Officer, Secretary and Treasurer of the Company since
April 1996. Ms. Bourque was Controller of the Company from
December 1994 to April 1996. Her past associations include
Broussard, Poche, Lewis and Breaux CPA Firm, where she was active
in the Management Advisory Department and Adobe Oil & Gas, where
she was the Accounts Payable Supervisor. Ms. Bourque, a
Certified Public Accountant, earned a B.S. in Accounting from the
University of Southwestern Louisiana in 1993.
EXECUTIVE COMPENSATION
None of the Company's Officers or Directors received direct
remuneration of $100,000 or more during the fiscal year ended
August 31, 1996.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
Securities
Under-
Name and Restricted lying Compen-
Principal Salary Bonus Other Stock Options/ sation
Position Year ($) ($) ($) Awards SARs ($)
J.V. Janes 1996 $52,000 $ --- $--- -- --- $ ---
CEO and 1995 $90,000 $ --- $--- -- --- $ --
President 1994 $56,000 $ --- $--- -- --- $---
Stock Option Plans
The Board of Directors has established an incentive stock option
pool of 1,000,000 shares for the Company's Officers, Directors
and key employees. Each option allows the grantor to acquire
one (1) share of restricted common stock for $.75 per share, the
bid price for the Company's stock on the pool establishment date,
January 17, 1991. On September 15, 1992, 972,500 of these
options were granted to certain Directors, Officers and key
employees. On May 4, 1993, the remaining 72,500 of these options
were granted to certain Directors and Officers. At the
Company's annual meeting in April, 1994, an additional 600,000
incentive options were ratified, exercisable at $2.00 per share.
On July 31, 1995, 205,000 of these options were granted to
certain Officers and Directors.
On January 12, 1996, 536,000 options with an exercise price of
$.75 per share and 160,000 options with an exercise price of
$2.00 per share were returned to the Company's non-qualified
stock option plan by Richard A. Brown and Donald P. Carlin,
Directors of the Company. The purpose of these transactions was
to make available options for L. G. Schafran, the Company's
Chairman of the Board, and for any newly hired key employees.
All of the above mentioned options expire on January 16, 2001.
Additionally, the Board of Directors has approved a Management
Bonus Pool which is based on 12% of annual gross profits (before
taxes) in excess of $500,000. Bonuses will be paid to persons
filling designated positions, including Directors. The total
pool may not exceed $4,000,000 annually.
Directors' expenses, if any, are reimbursed, including travel,
lodging and a per diem of $150 for out of town travel deemed
necessary and in the best interests of the Company.
1996 Option Exercises and Year-End Option Value Table
The following table provides information on options exercised in
1996 by the executive officers named in the Summary Compensation
Table, the number of unexercised options each of them held at
August 31, 1996, and the value of unexercised in-the-money
options each of them held as of that date. No SAR's were
outstanding at any time during 1996.
Name: James V. Janes
Shares Acquired on Exercise: --
Value Realized:--
Number of Unexercised Options at 1996 Year-End:
Exerciseable: 221,500
Unexerciseable: --
Value of Unexercised In-The-Money Options at 1996 Year-End(1):
Exerciseable: 0
Unexerciseable: --
(1) The values shown in the table are based on the $0.75 closing
price of the Company's Common Stock on August 31, 1996.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Described below are any transactions, or series of similar
transactions, for the Company's last two fiscal years, or any
currently proposed transaction, or series of similar
transactions,
to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $60,000 and in which
any of the Company's Officers, Directors or Principal
Shareholders
had, or will have, a direct or indirect material interest, naming
such person and indicating the person's relationship to the
Company, the nature of such person's interest in the
transaction(s), the amount of such transaction(s) and, where
practical, the amount of such person's interest in the
transaction(s):
The Company's executive office, blending and warehouse facilities
are located at 119 Ida Road, Broussard, Louisiana. The Company
leases approximately 15,000 square feet under a noncancelable
five
year lease from C&M Land Account at $6,000 per month with an
option
to renew for an additional five years at $7,200 per month. The
first two years of this lease were paid for by issuing 128,000
shares of the Company's restricted common stock. Mr. Donald P.
Carlin, a director of the Company, is an affiliate of C&M Land
Account, the lessor.
The Company received an advance of $100,000 from The Winsome
Limited Partnership, a partnership for which David Peipers,
Director, serves as general partner, and $25,000 from the wife of
L. G. Schafran, the Company's Chairman of the Board. The Company
discharged substantially all of the $125,000 indebtedness by
issuing units consisting of one share of Series C Convertible
Exchangeable Preferred Stock and one common stock purchase
warrant for the purchase of one share of common stock at an
exercise price of $.75 per share (130,000 units to Winsome
Limited Partnership and 33,333 units to Mr. Schafran's wife).
The units were identical to the units offered in the Company's
most recent private placement.
The Company entered into an agreement on January 12, 1996 with
its Chairman of the Board granting him options to purchase
600,000 shares of common stock and warrants to purchase 600,000
shares of common stock in lieu of cash compensation for services
to be rendered. The warrants allow the acquisition of 600,000
shares of the Company's common stock at an exercise price of
$2.00 per share.
Each option allows the acquisition of one share of the Company s
common stock at an exercise price of $.34, which represented the
underlying stock price on the date of issuance of the options.
In connection with these grants, two Directors returned a total
of 686,000 options previously outstanding.
REAPPOINTMENT OF AUDITORS
The Board of Directors has selected Arthur Andersen & Company LLP
as the independent certified public accountants to audit the
books, records and accounts of the Company for its 1997 fiscal
year, pending shareholder approval of such appointment. Arthur
Andersen & Company LLP has served as the Company's independent
auditor since the 1994 fiscal year and is, therefore, familiar
with the business and financial procedures of the Company. To
the knowledge of the Board of Directors, neither this firm nor
any of its members has any direct or material indirect financial
interest in the Company nor any connection with the Company in
any capacity other than as independent auditor. Although the
ratification of reappointment is not required to be submitted for
shareholder approval, it is a common practice as a courtesy to
shareholders. A failure to approve this proposal will not affect
the Company's plans for this year, but could affect its decisions
in coming years. It has not yet been determined whether a
representative of Arthur Andersen & Company LLP will attend the
Annual Meeting. The Company recommends approval of this
resolution.
COMPLIANCE WITH SECTION 16(a) UNDER THE SECURITIES EXCHANGE ACT
OF 1934
Based solely on a review of reports filed with the Company, all
Directors and Executive Officers timely filed all reports
regarding transactions in the Company's securities required to be
filed during the last fiscal year by Section 16(a) under the
Securities Exchange Act of 1934.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1998
Annual Meeting of Shareholders must be received by the Company on
or before November 10, 1997 in order to be eligible for inclusion
in the Company's Proxy Statement and form of Proxy. To be so
included, a proposal must also comply with all applicable
provisions of Rule 14a-8 under the Securities Exchange Act of
1934.
OTHER MATTERS
The Board of Directors does not know of any other matters to be
brought before the Annual Meeting. If any other matters not
mentioned in this Proxy Statement are properly brought before the
Annual Meeting, the individuals named in the enclosed proxy
intend to vote such proxy in accordance with their best judgment
on such matters.
By Order of the Board of Directors
L.G. SCHAFRAN
Chairman of the Board
March 10, 1997
ANNUAL MEETING OF SHAREHOLDERS
DELTA-OMEGA TECHNOLOGIES, INC.
PROXY
The undersigned shareholder of Delta-Omega Technologies, Inc., a
Colorado corporation, hereby appoints L. G. Schafran, Chairman of
the Board of Delta-Omega Technologies, Inc., my proxy to attend
and represent me at the annual meeting of the shareholders of the
corporation to be held on April 22, 1997 at 10:00 A.M. (CST), and
at any adjournment thereof, and to vote my shares on any matter
or resolution which may come before the meeting and to take any
other action which I could personally take if present at the
meeting.
1. Election of Directors: Management has nominated the five
following persons to stand for election. You may note "for" or
you may withhold your vote from any of those persons nominated
and vote "for" a person nominated by others or write in your own
nominee. To date no one has been nominated by anyone other than
management.
a. L. G. Schafran For
Withhold
b. Richard A. Brown For
Withhold
c. Donald P. Carlin For
Withhold
d. James V. Janes, III For
Withhold
e. David H. Peipers For
Withhold
f. For
Other Withhold
2. Reappointment of Auditors:
RESOLVED, that the reappointment of Arthur Andersen LLP as the
auditing firm for the corporation is hereby ratified.
For Against Abstained
Failure to check any of these boxes for each proposal will give
L.G. Schafran the authority to vote the proxy at his discretion.
This Proxy gives authority to my proxy to vote for me on such
other matters as may properly come before this meeting.
Shares Owned:
Dated:
Signature of Shareholder
(Sign exactly as name appears on certificate)
Signature if held jointly