DELTA-OMEGA TECHNOLOGIES, INC.
P. O. Box 81518
Lafayette, LA 70598
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 1998
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 21, 1998, 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, 1998 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
/s/ L.G. Schafran
L. G. Schafran
Chairman of the Board
March 10, 1998
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 21, 1998
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 21, 1998 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, 1998. 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, 1998, 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 13,230,235 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
1,590,700 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 November 30, 1997, 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
Name and Address of Preferred Options and Percent of
Beneficial Owner Stock Warrants Total Class(2)
__________________ __________ __________ _______ ___________
L.G. Schafran(3) --- 600,000 600,000 3.35%
54 Riverside Drive #14B
New York, NY 10024
Donald P. Carlin(4) 560,229 - 0 - 560,229 3.24%
P.O. Box 51808
Lafayette, La. 70505
Richard A. Brown (5) 618,206 - 0 - 618,206 3.57%
P.O. Box 8706
Longboat Key, FL 34228
James V. Janes, III (6) 201,038 211,500 412,538 2.36%
231 Dr. Charlie Drive
Opelousas, La. 70570
David H. Peipers (7) 1,734,267 130,000 1,864,267 10.70%
610 Tenth Avenue
Suite 605
New York, NY 10020
Vernon Taylor, Jr.(8) 2,021,001 165,000 2,186,001 12.52%
1670 Denver
Club Building
Denver, CO 80202
The Winsome Limited 1,602,864 130,000 1,732,864 9.95%
Partnership (9)
F/K/A Crossroads
Limited Partnership
610 Tenth Avenue
Suite 605
New York, NY 10020
GAMI Investments,
Inc. (10) 933,333 933,333 1,866,666 10.24%
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)(11) 3,113,740 941,500 4,055,240 22.24%
(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 November 30, 1998, there were 13,230,235 shares of common stock,
1,590,700 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 17,292,602 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 242,479 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 350,006 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 and 103,667 options to purchase 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. Carlin
could be considered a beneficial owner of 27,223 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 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. 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. Mr. Janes' wife owns
156,000 shares of common stock. Mr. Janes disclaims beneficial ownership of
the stock owned by his wife.
(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 14,496 common shares and 50,000 shares of
preferred stock held by Cornerhouse Limited Partnership, an affiliate of The
Winsome Limited Partnership.
(8) Mr. Taylor owns 530,915 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 114,439 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, warrants to purchase 65,000 shares of
common stock and 56,647 shares of common stock held by the Sara Taylor Swift
Revocable Trust, since Mr. Taylor is a trustee of both.
(9) 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
14,496 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.
(10) GAMI Investments, Inc., a Delaware corporation, owns 933,333 shares of
preferred stock and warrants to purchase 933,333 shares of common stock.
(11) The Directors and Officers as a group (six persons) beneficially own
2,908,740 shares of common stock, 205,000 shares of preferred stock, warrants
to purchase 130,000 shares of common stock and stock options to purchase
811,500 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 58 Chairman 01/96
of the Board
James V. Janes, III 49 President, CEO 10/89
and Director
Donald P. Carlin 38 Director 10/90
Richard A. Brown 49 Director 10/90
David H. Peipers 40 Director 01/96
Marian A. Bourque 36 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
Name of Committee Directors Serving During Last 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 L.G. Schafran, Chairman 1
Donald P. Carlin
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 $100,000 or more during the fiscal year ended August 31, 1997.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
____________________ _____________
Securities
Name and Restricted Underlying
Principal Stock Options Compen-
Position Year Salary($) Bonus($) Other($) Awards /SAR's sation($)
_________ _____ ________ ________ _________ ________ _________ __________
J.V.
Janes 1997 $77,000 $ --- $--- --- --- $ ---
CEO and 1996 $52,000 $ --- $--- --- --- $ ---
President 1995 $90,000 $ --- $--- --- --- $ ---
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.
1997 Option Exercises and Year-End Option Value Table
The following table provides information on options exercised in 1997 by the
executive officers named in the Summary Compensation Table, the number of
unexercised options each of them held at August 31, 1997, 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 1997.
Value of Unexercised In-
Number of Unexercised The-Money Options at 1997
Options at 1997 Year-End Year-End (1)
__________________________ _________________________
Shares
Acquired On Value Exercis- Unexer- Exercis- Unexer-
Name Exercise Realized able cisable able cisable
______ _________ _______ _______ ________ _______ ________
J.V.
Janes -- -- 221,500 -- -0- --
(1) The values shown in the table are based on the $0.71 closing price of
the Company's Common Stock on August 31, 1997.
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 1998 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 1999 Annual Meeting
of Shareholders must be received by the Company on or before November 10,
1998 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, 1998
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 21,
1998 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 Abstain
______ _______ _________
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