SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
GREENMAN 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):
|_| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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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
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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 number, or
the Form or Schedule and the date of its filing.
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GREENMAN TECHNOLOGIES, INC.
7 Kimball Lane, Building A
Lynnfield, Massachusetts 01940
(781) 224-2411
NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL
MEETING OF STOCKHOLDERS
To Be Held March 29, 2001
TO THE STOCKHOLDERS:
A Special Meeting in Lieu of Annual Meeting of Stockholders (the
"Meeting") of GreenMan Technologies, Inc., ("GreenMan" or the "Company") a
Delaware corporation, will be held on Thursday, March 29, 2001, at 10:00 a.m.,
at the Plantation Lodge, 385 Macon Street, Jackson, Georgia, 30233, for the
following purposes:
1. To elect five members of the Board of Directors.
2. To approve an amendment to GreenMan's Certificate of Incorporation
to change the name of GreenMan to Resource Management Corporation.
3 To consider and act upon a proposal to increase the number of shares
of Common Stock authorized under the 1993 Stock Option Plan to
3,000,000 shares.
4. To consider and act upon a proposal to ratify the selection of the
firm of Wolf & Company, P.C. as independent auditors for the fiscal
year ending September 30, 2001.
5. To transact such other business as may properly come before the
meeting and any adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on January 31, 2001
are entitled to notice of and to vote at the Meeting.
All stockholders are cordially invited to attend the Meeting in person.
However, to assure your representation at the Meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the Meeting may vote in person even if he or she has returned a proxy.
By Order of the Board of Directors
ROBERT H. DAVIS
Chief Executive Officer
February 26, 2001
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY CARD AND RETURN
IT PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE.
GREENMAN TECHNOLOGIES, INC.
7 Kimball Lane, Building A
Lynnfield, Massachusetts 01940
(781) 224-2411
PROXY STATEMENT
February 26, 2001
Proxies in the form enclosed with this proxy statement are solicited by
the Board of Directors of GreenMan Technologies, Inc. (the "Board of Directors")
at GreenMan's expense for use at the Special Meeting in Lieu of Annual Meeting
of Stockholders (the "Meeting") to be held on Thursday, March 29, 2001 at the
Plantation Lodge, 385 Macon Street, Jackson, Georgia, 30233.
Only stockholders of record as of January 31, 2001 will be entitled to
vote at the Meeting and any adjournments thereof. As of that date, 13,348,231
shares of common stock, $.01 par value, (the "Common Stock") of GreenMan were
issued and outstanding. The holders of Common Stock are entitled to one vote per
share on any proposal presented at the Meeting. Stockholders may vote in person
or by proxy.
Execution of a proxy will not in any way affect a stockholder's right to
attend the Meeting and vote in person. Any stockholder giving a proxy has the
right to revoke it by notice to the Secretary of GreenMan at any time before it
is exercised.
The persons named as attorneys in the proxies are directors and officers
of GreenMan. All properly executed proxies returned in time to be counted at the
Meeting will be voted and, with respect to the election of the Board of
Directors, will be voted as stated below under "Election of Directors." Any
stockholder submitting a proxy has the right to withhold authority to vote for
any individual nominee to the Board of Directors by writing that nominee's name
on the space provided on the proxy. In addition to the election of Directors,
the stockholders will consider and vote upon proposals: (i) approve an amendment
to GreenMan's Certificate of Incorporation to change the name of the GreenMan to
Resource Management Corporation (ii) increase the number of shares of Common
Stock authorized under the 1993 Stock Option Plan to 3,000,000 and (iii) to
ratify the selection of Wolf & Company, P.C. as auditors, as further described
in this proxy statement. Where a choice has been specified on the proxy with
respect to the foregoing matters, the shares represented by the proxy will be
voted in accordance with the specification and will be voted FOR if no
specification is made.
The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting is necessary
to establish a quorum for the transaction of business. Votes withheld from any
nominee, abstentions and broker non-votes are counted as present or represented
for purposes of determining the presence or absence of a quorum. A "non-vote"
occurs when a broker holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because the broker does not have
discretionary voting power and has not received instructions from the beneficial
owner. Directors are elected by a plurality of the votes cast by stockholders
entitled to vote at the Meeting. The affirmative vote of a majority of the
holders of a majority of the Common Stock issued and outstanding is required for
approval of the proposed amendment to GreenMan's Certificate of Incorporation.
All other matters being submitted to stockholders require the affirmative vote
of the majority of shares present in person or represented by proxy at the
Meeting. An automated system administered by GreenMan's transfer agent tabulates
the votes. The vote on each matter submitted to stockholders is tabulated
separately. Abstentions are included in the number of shares present or
represented and voting on each matter.
The Board of Directors knows of no other matter to be presented at the
Meeting. If any other matter should be presented at the meeting upon which a
vote properly may be taken, shares represented by all proxies received by
GreenMan will be voted with respect thereto in accordance with the judgment of
the persons named as attorneys in the proxies.
GreenMan's Annual Report, containing financial statements for fiscal
year ended September 30, 2000, is being mailed contemporaneously with this proxy
statement to all stockholders entitled to vote. This proxy statement and the
form of proxy were first mailed to stockholders on or about the date above.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
beneficial ownership of the Common Stock as of January 31, 2001;
o by each person who is known by GreenMan to own beneficially 5% or more of
the outstanding shares of Common Stock;
o by each director and officer of GreenMan (including any "group" as used in
Section 13(d)(3) of the Securities Exchange Act of 1934); and
o by all directors and officers of GreenMan as a group.
Unless otherwise indicated below, to the knowledge of GreenMan, all
persons listed below have sole voting and investment power with respect to their
shares of Common Stock, except to the extent authority is shared by spouses
under applicable law. As of January 31, 2001, 13,348,231 shares of Common Stock
were issued and outstanding.
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS
AND DIRECTOR NOMINEES
Number of Shares Percentage
Name (1) Beneficially Owned (2) Of Class
- -------- ---------------------- --------
Dr. Allen Kahn (3).................................. 1,983,341 14.72%
Maurice E. Needham (4)............................... 1,411,551 10.22%
Robert H. Davis (5).................................. 716,325 5.23%
Charles E. Coppa (6)................................. 422,352 3.14%
Lew F. Boyd (7)...................................... 297,338 2.21%
Mark T. Maust (8).................................... 199,716 1.48%
Jagruti Oza (9)...................................... 109,988 *
All officers and directors as a group (7 persons) ... 5,140,611 35.09%
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Number of Shares Percentage of
Beneficially Owned Class
------------------ -----
Richard A. Ledet (10)................................ 1,006,000 7.54%
United Waste Service Inc. (11)....................... 320,000 100%
- ----------
* Less than 1% of the outstanding Common Stock.
(1) Each person's address is care of GreenMan Technologies, Inc., 7 Kimball
Lane, Building A, Lynnfield, MA 01940.
(2) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock that an individual or group has a right to acquire within 60
days pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the
table.
(3) Includes 129,000 shares of Common Stock issuable pursuant to immediately
exercisable stock options and warrants.
(4) Includes 460,300 shares of Common Stock issuable pursuant to immediately
exercisable stock options. Also includes 55,556 shares of Common Stock
owned by Mr. Needham's wife.
(5) Includes 347,000 shares of Common Stock issuable pursuant to immediately
exercisable stock options.
(6) Includes 120,000 shares of Common Stock issuable pursuant to immediately
exercisable stock options.
(7) Includes 110,000 shares of Common Stock issuable pursuant to immediately
exercisable options.
(8) Includes 101,000 shares of Common Stock issuable pursuant to immediately
exercisable stock options.
(9) Includes 34,800 shares of Common Stock issuable pursuant to immediately
exercisable stock options.
(10) Mr. Ledet's address is 2960 NE Broadway, Des Moines, IA 50317.
(11) Represents shares of Class B Convertible Preferred Stock that are
convertible into shares of Common Stock any time commencing February 3,
2002. The conversion price of the Class B Convertible Preferred Stock in
effect at any time shall be determined by dividing the Issuance Price by
the Average Closing Bid Price. The terms are defined in the Asset Purchase
Agreement between United Waste Service, Inc. and GreenMan which was filed
in GreenMan's Form 8-K on October 5, 1998 and subsequently amended in
September 2000. United Waste Service, Inc.'s address is c/o Republic
Services, Inc., 110 S.E. 6th Street, Suite 2800, Ft. Lauderdale, FL 33301.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
GreenMan's By-Laws currently provide that the Board of Directors
shall consist of no less than five members who shall be elected at the annual
meeting of stockholders of GreenMan. Pursuant to Proposal No. 1, the five
nominees listed below will be nominated to serve until the next Annual Meeting
of Stockholders and until their successors are elected. Officers are elected by
and serve at the discretion of the Board of Directors, subject to their
employment contracts.
Shares represented by all proxies received by the Board of Directors
and not so marked to withhold authority to vote for any individual nominee will
be voted (unless one or more nominees are unable or unwilling to serve) FOR the
election of nominees. The Board of Directors knows of no reason why any such
nominees should be unable or unwilling to serve, but if such should be the case,
proxies may be voted for the election of some other person or for fixing the
number of directors at a lesser number.
The following information is set forth with respect to each nominee for election
as a director.
Nominee's Name Position(s) Held Year Term Will Expire
- -------------- ---------------- ---------------------
Maurice E. Needham......... Chairman of the Board 2002
Robert H. Davis............ Chief Executive Officer, 2002
President and Director
Lew F. Boyd................ Director 2002
Jagruti Oza................ Director 2002
Allen Kahn, M.D............ Director 2002
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth all of the candidates for election of
directors at the Meeting, and the executive officers of GreenMan, their ages,
and the positions currently held by each such person with GreenMan.
Name Age Position
---- --- --------
Maurice E. Needham (1)......... 60 Chairman of the Board of Directors
Robert H. Davis ............... 58 Chief Executive Officer; President; Director
Charles E. Coppa .............. 37 Chief Financial Officer; Treasurer; Secretary
Mark Maust .................... 42 Vice President of Operations
Lew F. Boyd (1) (2) ........... 55 Director
Jagruti Oza (2) ............... 40 Director
Allen Kahn, M.D................ 79 Director
- ----------
(1) Member of the Compensation Committee
(2) Member of Audit Committee
MAURICE E. NEEDHAM has been Chairman since June 1993. From June 1993 to
July 21, 1997, Mr. Needham also served as Chief Executive Officer. He also
serves as a Director of Comtel Holdings, an electronics contract manufacturer
since April 1999. He previously served as Chairman of Dynaco Corporation, a
manufacturer of electronic components which he founded in 1987. Prior to 1987,
Mr. Needham spent 17 years at Hadco Corporation, a manufacturer of electronic
components, where he served as President, Chief Operating Officer and Director.
ROBERT H. DAVIS has been Chief Executive Officer and a Director since July
1997. Prior to joining GreenMan, Mr. Davis served as Vice President of Recycling
for Browning-Ferris Industries, Inc. of Houston, Texas ("BFI") since 1990. As an
early leader of BFI's recycling division, Mr. Davis grew that operation from
startup to $650 million per year in profitable revenues. A 30-year veteran of
the recycling industry, Mr. Davis has also held executive positions with Fibres
International, Garden State Paper, and SCS Engineers, Inc.
CHARLES E. COPPA has served as Chief Financial Officer, Treasurer and
Secretary since March 1998. From October 1995 to March 1998, he served as
Corporate Controller. Mr. Coppa was Chief Financial Officer and Treasurer of
Food Integrated Technologies of Brookline, MA, a publicly-traded development
stage company from July 1994 to October 1995. Prior to that, Mr. Coppa served as
Corporate Controller for Boston Pacific Medical, a manufacturer and distributor
of disposable medical products and Corporate Controller for Avatar Technologies,
a computer networking company.
MARK T. MAUST has been Vice President of Operations since July 2000 and
Vice President of GreenMan Technologies of Minnesota, Inc. since July 1997.
Prior to joining GreenMan, Mr. Maust served as Vice President for BFI Tire
Recyclers of Minnesota, Inc. from July 1991 to June 1997. Mr. Maust was Vice
President of Maust Tire Recycling from 1988 to 1991, when the business was sold
to BFI and he joined BFI as a Vice President.
LEW F. BOYD has been a Director since August 1994. Mr. Boyd is the founder
and since 1985 has been the Chief Executive Officer of Coastal International,
Inc., an international business development and executive search firm,
specializing in the energy and environmental sectors. Previously, Mr. Boyd had
been Vice President/ General Manager of the Renewable Energy Division of Butler
Manufacturing Corporation and had served in academic administration at Harvard
and Massachusetts Institute of Technology.
JAGRUTI OZA has been a Director since March 1998. Ms. Oza is Vice
President - Strategy and Acquisitions for VNU Marketing Information Services, a
subsidiary of VNU, a $3 billion international publishing and marketing
information service company. Previously, Ms. Oza was Vice President - Corporate
Planning for Public Service Enterprise Group ("PSEG") from March 1995 to March
1998, a holding company with $6 billion in annual revenues whose businesses
include electric and gas utility, international power development and retail
energy services. From 1991 to 1995, Ms. Oza held various managerial positions at
PSEG including Regional Manager - Fossil Generation, overseeing the operation of
three power plants. Prior to joining PSEG, Ms. Oza was a management consultant
with Bain and Company (from 1987 to 1990) providing strategic management
services to multinational companies in the chemical, consumer products and
retail service industries.
ALLEN KAHN, M.D. operates a private medical practice in Chicago, Illinois,
which he founded in 1953. Dr. Kahn has been actively involved as an investor in
"concept companies" since 1960. From 1965 through 1995 Dr. Kahn served as a
member of the Board of Directors of Nease Chemical Company (currently German
Chemical Company), Hollymatic Corporation and Pay Fone Systems (currently Pay
Chex, Inc.). Dr. Kahn currently serves as a director of InfraCorps, Inc., a
technology-based construction firm focusing on the installation and
rehabilitation of subsurface pipelines using trenchless technologies.
Board Meetings
The Board of Directors met four times during the fiscal year ended
September 30, 2000. None of the directors attended fewer than 75% of the
meetings held during the periods. There were no actions taken by unanimous
consent in lieu of a meeting during the fiscal year ended September 30, 2000.
Committees of the Board of Directors
The Board of Directors has established an Audit Committee and a
Compensation Committee.
1. Audit Committee: The Audit Committee of the Board of Directors acts to:
(i) acquire a complete understanding of the GreenMan's audit functions;
(ii) review with management the finances, financial condition and interim
financial statements of GreenMan; (iii) review with the independent
accountants the year-end financial statements; and (iv) review
implementation with the independent accountants and management any action
recommended by the independent accountants. The Audit Committee met three
times during the fiscal year ended September 30, 2000.
The Audit Committee adopted a written charter governing its actions on
June 1, 2000. The Charter of the Audit Committee appears in full attached
as Exhibit 1 to this Proxy Statement. The two members of the Audit
Committee are "independent" within the definition of that term as provided
by Rule 4200(a)(14) of the listing standards of the National Association
of Securities Dealers.
The Audit Committee hereby states that it:
o has reviewed and discussed the audited financial statements with
management;
o has discussed with the GreenMan's independent auditors the matters
required to be discussed by SAS 61, as may be modified or
supplemented;
o has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board
Standard No. 1, as may be modified or supplemented, and has
discussed with the independent accountants the independent
accountant's independence; and
o has recommended to the Board of Directors that the audited financial
statements be included in the GreenMan's Annual Report on Form
10-KSB for the fiscal year ended September 30, 2000 for filing with
the Commission.
The Audit Committee of the Board of Directors of GreenMan
Technologies Inc.:
Jagruti Oza and Lew Boyd
2. Compensation Committee: The Compensation Committee of the Board of
Directors sets the compensation of the Chief Executive Officer and
reviews and approves the compensation arrangements for all other
officers of GreenMan. The Compensation Committee, which consists of
Mr. Needham and Mr. Boyd, met four times during the fiscal year
ended September 30, 2000.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The following table summarizes the compensation paid or accrued for
services rendered during the fiscal years ended September 30, 2000 and 1999, to
the Chief Executive Officer, the Vice President of Operations and the Chief
Financial Officer. GreenMan did not grant any restricted stock awards or stock
appreciation rights or make any long-term plan payouts during the periods
indicated.
SUMMARY COMPENSATION TABLE
Annual Compensation
--------------------------------------------
Long-Term
Compensation
Other Annual Securities Underlying All Other
Name and Principal Position Fiscal Year Salary Bonus Compensation (1) Options (2) Compensation
- --------------------------- ----------- ------ ----- ---------------- ----------- ------------
Robert H. Davis ................ 2000* $230,000 $ -- $ 14,292 125,000 $ --
Chief Executive Officer ........ 1999 265,000 -- 12,636 475,000 --
Mark T. Maust .................. 2000** $132,500 $ 53,333 $ 18,664 200,000 $ --
Vice President ................. 1999 112,500 50,000 18,091 10,000 --
Charles E. Coppa ............... 2000*** $125,000 $ -- $ 7,200 100,000 $ --
Chief Financial Officer ........ 1999 102,500 -- 7,200 100,000 --
* Based upon GreenMan's performance, Mr. Davis has chosen to defer payment
of $46,000 of accrued compensation due him and invested an additional
$49,000 (net of taxes) of compensation due him into unregistered Common
Stock during the year ended September 30, 2000.
** Based upon GreenMan's performance, Mr. Maust has chosen to defer payment
of $46,000 of accrued compensation due him and invested an additional
$25,000 (net of taxes) of compensation due him into unregistered Common
Stock.
*** Based upon GreenMan's performance, Mr. Coppa has chosen to defer payment
of $29,000 of accrued compensation due him and invested an additional
$29,000 (net of taxes) of compensation due him into unregistered Common
Stock.
(1) Represents payments made to or on behalf of Messrs. Davis, Maust and Coppa
for health insurance and auto allowances.
(2) The fiscal 2000 grants represent options granted in February 2000 for Mr.
Davis, options granted in January 2000 to Mr. Maust and options granted in
February 2000 for Mr. Coppa. The fiscal 1999 grants represent options
granted in April 1999 and July 1999 for Mr. Davis, options granted in
December 1998 to Mr. Maust and options granted in December 1998 and July
1999 for Mr. Coppa.
Options/SAR Grants Table
The following table sets forth each grant of stock options made during the
year ended September 30, 2000 held by the executives named in the Summary
Compensation Table above.
OPTION GRANTS IN LAST FISCAL YEAR
% of Total
Number of Options Market Price
Securities Granted to Exercise On Date
Underlying Employees in Price of Grant Expiration
Name Options Granted Fiscal Year Per Share Per Share Date
- ---- --------------- ----------- --------- --------- ----
Robert H. Davis 125,000 (1) 16.7% $ .50 $ .50 02/18/10
Mark T. Maust 200,000 (1) 26.7% $ .49 $ .49 01/14/10
Charles E. Coppa 100,000 (1) 13.4% $ .50 $ .50 02/18/10
- ----------
(1) Vests equally over a five year period.
The following table sets forth information concerning the value of
unexercised options as of September 30, 2000 held by the executives named in the
Summary Compensation Table above.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES(1)
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at September 30, 2000 (1) at September 30, 2000 (2)
--------------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Robert H. Davis ........ 247,000 768,000 $ -- $ --
Mark T. Maust .......... 41,000 259,000 $ 240 $ 2,960
Charles E. Coppa ....... 72,000 258,000 $ 240 $ 960
- ---------
(1) There were no options exercised by any of the executive officers named in
the Summary Compensation Table during the fiscal year ended September 30, 2000.
The options granted to the executive officers became exercisable commencing July
17, 1998 in the case of Mr. Davis, December 30, 1997 in the case of Mr. Maust
and March 23, 1999 in the case of Mr. Coppa at an annual rate of 20% of the
underlying shares of Common Stock. The options granted to Mr. Davis pursuant to
his April 1999 employment agreement vest over a seven-year period.
(2) Assumes that the value of shares of Common Stock is equal to $.50 per share,
which was the closing bid price as listed by OTC Bulletin Board on September 30,
2000.
Employment Agreements
In July 1997, GreenMan entered into a five year employment agreement with
Mr. Needham pursuant to which Mr. Needham will receive a salary of $90,000 per
annum. Any increases or bonuses will be made at the discretion of the Board of
Directors upon the recommendation of the Compensation Committee. The agreement
provides for payment of six months' salary as a severance payment for
termination without cause.
In April 1999, GreenMan entered into a three year employment agreement
with Mr. Davis pursuant to which Mr. Davis will receive a salary of $230,000 per
annum with an additional $50,000 of deferred compensation in the first year. The
agreement automatically renews for an additional three years upon each
anniversary, unless notice of non-renewal is given by either party. Any
increases will be made at the discretion of the Board of Directors upon the
recommendation of the Compensation Committee. The agreement also provides for
Mr. Davis to receive incentive compensation based on the following formula:
Consolidated Net Income Incentive Cumulative
Before Income Taxes Compensation Rate Maximum
------------------- ----------------- -------
$0 - $1,000,000 5% $ 50,000
$1,000,001 - $2,000,000 7.5% 125,000
$2,000,001+ 2.5% 125,000+
The agreement provides for payment of twelve months' salary as a severance
payment for termination without cause. Based upon GreenMan's performance, Mr.
Davis has chosen to defer payment of $46,000 of accrued compensation due him at
September 30, 2000 and invested an additional $49,000 (net of taxes) of
compensation due him into unregistered GreenMan Common Stock during the year
ended September 30, 2000.
In June 1999, GreenMan entered into a two year employment agreement with
Mr. Coppa pursuant to which Mr. Coppa will receive a salary of $120,000 per
annum. The agreement automatically renews for an additional two years upon each
anniversary, unless notice of non-renewal is given by either party. Any
increases or bonuses will be made at the discretion of the Board of Directors
upon the recommendation of the Compensation Committee. The agreement provides
for payment of twelve months' salary as a severance payment for termination
without cause. Based upon GreenMan's performance, Mr. Coppa has chosen to defer
payment of $29,000 of accrued compensation due him at September 30, 2000 and
invested an additional $29,000 (net of taxes) of compensation due him into
unregistered GreenMan Common Stock.
Stock Option Plan
GreenMan's 1993 Stock Option Plan (the "1993 Plan") , was established to
provide incentive stock options to purchase shares of Common Stock to employees,
officers, directors and consultants. In March 1999, GreenMan's stockholders
approved an increase to the number of shares authorized under the 1993 Plan to
2,000,000 shares. On January 15, 2001, the Board of Directors approved an
increase to the number of shares authorized under the 1993 Plan to 3,000,000,
subject to shareholder approval.
Options granted under the 1993 Plan may be either options intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code") or non-qualified stock options. Incentive
stock options may be granted under the 1993 Plan to employees, including
officers and directors who are employees. Non-qualified options may be granted
to employees, directors and consultants of GreenMan.
The 1993 Plan is administered by the Board of Directors who has the
authority to determine;
o the persons to whom options will be granted;
o the number of shares to be covered by each option;
o whether the options granted are intended to be incentive stock options;
o the manner of exercise; and
o the time, manner and form of payment upon exercise of an option.
Incentive stock options granted under the 1993 Plan may not be granted at
a price less than the fair market value of the Common Stock on the date of grant
(or less than 110% of fair market value in the case of persons holding 10% or
more of the voting stock of GreenMan). Non-qualified stock options may be
granted at an exercise price established by the Board of Directors which may not
be less than 85% of fair market value of the shares on the date of grant.
Incentive stock options granted under the 1993 Plan must expire no more than ten
years from the date of grant (and no more than five years from the date of grant
in the case of incentive stock options granted to an employee holding 10% or
more of the voting stock of GreenMan).
As of September 30, 2000, there were 2,002,000 options granted and
outstanding under the 1993 Stock Option Plan of which 508,400 options were
exercisable at prices ranging from $0.38 to $5.65.
Non-Employee Director Stock Option Plan
On January 24, 1996, the Board of Directors adopted the 1996 Non-Employee
Director Stock Option Plan (the "Non-Employee Director Plan") and the
stockholders approved it on June 7, 1996. The purpose of the Non-Employee
Director Plan is to promote the interests of GreenMan by providing an inducement
to obtain and retain the services of qualified persons who are not officers or
employees to serve as members of the Board of Directors. The Board of Directors
has reserved 60,000 shares of Common Stock for issuance under Non-Employee
Director Plan and as of September 30, 2000, options to purchase 20,000 shares of
Common Stock have been granted.
Each person who was a member of the Board of Directors on January 24,
1996, and was not an officer or employee, was automatically granted an option to
purchase 2,000 shares of Common Stock. In addition, after an individual's
initial election to the Board of Directors, any director who is not an officer
or employee and who continues to serve as a director will automatically be
granted on the date of the Annual Meeting of Stockholders an additional option
to purchase 2,000 shares of Common Stock. The exercise price per share of
options granted under the Non-Employee Director Plan is 100% of the fair-market
value of the Common Stock on the business day immediately prior to the date of
the grant and is immediately exercisable for a period of ten years from the date
of the grant.
Employee Benefit Plan
Effective August 1999, GreenMan has implemented a Section 401(k) plan for
all eligible employees. Employees are permitted to make elective deferrals of up
to 15% of employee compensation and employee contributions to the 401(k) plan
are fully vested at all times. GreenMan may make discretionary contributions to
the 401(k) plan which become vested over a period of five years. There were no
GreenMan contributions to the 401(k) during the fiscal years ended September 30,
2000 and 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires GreenMan's directors and officers, and persons who own
more than 10% of a registered class of GreenMan's equity securities, to file
initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission (the "SEC"). Such persons are required by SEC
regulations to furnish GreenMan with copies of all Section 16(a) forms they
file.
Based solely on the management's review of the copies of such forms
received by it or written representations from certain reporting persons,
management believes that all of the filing requirements applicable to its
directors, executive officers and greater-than-10% beneficial owners have been
met.
PROPOSAL NO. 2
AMENDMENT TO GREENMAN'S CERTIFICATE OF INCORPORATION
TO CHANGE GREENMAN'S NAME TO RESOURCE MANAGEMENT CORPORATION
The Board of Directors has voted to recommend to the stockholders that we
amend (the "Amendment") our Amended Certificate of Incorporation (the "Amended
Certificate of Incorporation") to change GreenMan's name to Resource Management
Corporation, at such time as the Board of Directors may elect to do so. The
purpose of the proposed name change is to reflect the changes in business focus
of GreenMan that have occurred during the past several years. The Board of
Directors believes the existing name was too limiting and that the proposed name
is more descriptive of GreenMan's business. The proposed Amendment requires the
affirmative vote of a majority of the issued and outstanding shares of Common
Stock entitled to vote at the Meeting.
A form of the Amendment to GreenMan's Amended Certificate of Incorporation
reflecting the name change is annexed to this Proxy Statement as Exhibit 2.
The change in corporate name will not affect the status of GreenMan or the
rights of any stockholder in any respect, or the validity or transferability of
stock certificates presently outstanding. If Proposal No. 2 is approved by the
stockholders, the stockholders will be requested to submit their share
certificates to GreenMan's transfer agent for exchange. Following the adoption
of Proposal No. 2 and the filing of the Amendment with the Secretary of State of
Delaware changing the name of GreenMan, all new share certificates issued by
GreenMan will be printed with GreenMan's new name.
THE BOARD OF DIRECTORS BELIEVES THE ADOPTION OF THE PROPOSED AMENDMENT IS
ADVISABLE AND RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSED AMENDMENT.
PROPOSAL NO. 3
PROPOSAL TO INCREASE THE NUMBER OF SHARES
RESERVED UNDER THE 1993 PLAN
The 1993 Plan was adopted by the GreenMan's Board of Directors and
approved by it's stockholders on June 10, 1993. A maximum of 82,000 shares of
Common Stock were originally reserved for issuance under the 1993 Plan. In June
1996, GreenMan's stockholders approved an increase to the number of shares
authorized under the Plan to 200,000. In March 1999, GreenMan's stockholders
approved an increase to the number of shares authorized under the 1993 Plan to
2,000,000. On January 15, 2001, the Board of Directors approved an increase to
the number of shares authorized under the 1993 Plan to 3,000,000 shares, subject
to stockholder approval.
Since June 1993, when the 1993 Plan was originally approved, the number of
employees has increased from approximately 60 to over 100 persons as GreenMan
now operates multiple locations. GreenMan's management relies on stock options
as an essential part of the compensation packages necessary for GreenMan to
attract and retain experienced officers and employees. The Board of Directors
believes that the proposed increase in the number of shares available under the
1993 Plan is essential to permit management to continue to provide long-term,
equity based incentives to present and future employees.
During the fiscal year ended September 30, 2000, GreenMan granted 317,000
options under the 1993 Plan with fair market value exercise prices. GreenMan
granted 870,000 options under the 1993 Plan with fair market value exercise
prices during the fiscal year ended September 30, 1999.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE PROPOSAL TO
AMEND THE COMPANY'S 1993 PLAN TO INCREASE FROM 2,000,000 TO 3,000,000 THE NUMBER
OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 1993 PLAN.
Description of the 1993 Plan
Purpose. The purpose of the 1993 Plan is to provide incentives to officers
and other employees of GreenMan by providing them with opportunities to purchase
stock of the Company.
Shares Subject to the 1993 Plan. As of January 31, 2001, the aggregate
market value of shares of Common Stock issuable pursuant to outstanding options
under the 1993 Plan was $1,116,000 based upon the closing bid price as listed by
OTC Bulletin Board at the close of business on that date.
Eligibility. Under the 1993 Plan, employees (including officers) of
GreenMan may be awarded incentive stock options ("ISO" or "ISOs"), as defined in
Section 422(b) of the Code, and directors, employees (including officers) and
consultants of GreenMan may be granted options which do not qualify as ISOs
("Non-Qualified Option" or "Non-Qualified Options"). ISOs and Non-Qualified
Options are sometimes collectively referred to as "Options."
Administration. The 1993 Plan is administered by GreenMan's Board of
Directors. Subject to the terms of the 1993 Plan, the Board has the authority to
determine the persons to whom Options are granted, the number of shares covered
by each Option, the exercise price per share and other terms and provisions
governing the Options.
Option Price and Duration. The exercise price per share of Non-Qualified
Options granted under the 1993 Plan cannot be less than eighty-five percent
(85%) of the fair-market value of the stock subject to the option on the date
the option is granted. The exercise price per share of ISOs cannot be less than
the fair-market value of the Common
Stock on the date of grant (or, in the case of ISOs granted to employees holding
more than 10% of the voting stock of GreenMan, one hundred ten percent (110%) of
the fair-market value of the Common Stock on the date of grant). The 1993 Plan
provides that each option shall expire on the date specified by the Committee,
but not more than ten years from its date of grant and five years in the case of
ISOs granted to an employee or officer holding more than ten percent (10%) of
the voting stock of the Company.
Exercise of Options. Each Option granted under the 1993 Plan may either be
fully exercisable at the time of grant or may become exercisable in such
installments as the Board may specify. Each Option may be exercised from time to
time, in whole or in part, up to the total number of shares with respect to
which it is then exercisable. The Board has the right to accelerate the date of
exercise of any installment of any option (subject to the $100,000-per-year
limitation on the fair-market value of stock subject to ISOs granted to any
employee which become exercisable in any calendar year).
Payment of Stock. Payment of the exercise price of an option granted under
the 1993 Plan may be made (i) in cash; (ii) by tendering Common Stock of
GreenMan; (iii) according to a deferred payment arrangement; or (iv) in any
other form of legal consideration as provided by the terms of the option
agreement. The 1993 Plan contains terms providing for the exercise of options by
or on behalf of former and deceased employees, respectively, as described below.
Non-Assignability of Option. Only the optionee may exercise an option; no
assignment or transfers are permitted except by will or by the laws of descent
and distribution.
Termination of Option Rights. If an ISO optionee ceases to be employed
GreenMan other than by reason of death or disability, no further installments of
his or her ISOs will become exercisable, and the ISOs shall terminate after the
passage of 30 days from the date of termination of employment. If an optionee is
disabled, any ISO held by the optionee may be exercised, to the extent
exercisable on the date of disability, by the optionee at any time within one
year from the date of the optionee's disability. If an optionee dies, any ISO
held by the optionee may be exercised, to the extent exercisable on the date of
death, by the optionee at any time within 18 months following death of the
optionee by the optionee's estate or by persons to whom the optionee's rights
under such option pass by will or by the laws of descent and distribution.
Non-Qualified Options are subject to such termination and cancellation
provisions as may be determined by the Committee.
Changes in Capitalization and Other Matters. Option holders are protected
against dilution in the event of a stock dividend, recapitalization, stock
split, merger or similar transaction. The Board of Directors may from time to
time adopt amendments to the 1993 Plan, certain of which are subject to
stockholder approval, and may terminate the 1993 Plan, at any time (although
such action shall not affect options previously granted). Any shares subject to
an option granted under the 1993 Plan, which for any reason expire or terminate
unexercised, may again be available for future option grants. Unless terminated
sooner, the 1993 Plan will terminate on June 10, 2003, and options may be
granted under the 1993 Plan at any time prior to this date.
Federal Tax Considerations
The following general rules are applicable under current federal income
tax law to ISOs under the 1993 Plan:
1. In general, no taxable income results to the optionee upon the grant
of an ISO or upon the issuance of shares to him or her upon the
exercise of the ISO, and no tax deduction is allowed to the Company
upon either grant or exercise of an ISO.
2. If shares acquired upon exercise of an ISO are not disposed of
within (i) two years following the date the option was granted or
(ii) one year following the date the shares are issued to the
optionee pursuant to the ISO exercise, the difference between the
amount realized on any subsequent disposition of the shares and the
exercise price will generally be treated as capital gain or loss to
the optionee.
3. If shares acquired upon exercise of an ISO are disposed of before
the expiration of one or both of the requisite holding periods (a
"Disqualifying Disposition"), then in most cases the lesser or (i)
any excess of the fair-market value of the shares at the time of
exercise of the ISO over the exercise price or (ii) the actual gain
on disposition will be treated as compensation to the optionee and
will be taxed as ordinary income in the year of such disposition.
4. In any year that an optionee recognizes compensation income on a
Disqualifying Disposition of stock acquired by exercising an ISO,
GreenMan generally should be entitled to a corresponding deduction
for income tax purposes.
5. Any excess of the amount realized by the optionee as the result of a
Disqualifying Disposition over the sum of (i) the exercise price and
(ii) the amount of ordinary income recognized under the above rules
will be treated as capital gain.
6. Capital gain or loss recognized on a disposition of shares will be
long-term capital gain or loss if the optionee's holding period for
the shares exceeds one year.
7. An optionee may be entitled to exercise an ISO by delivering shares
of GreenMan's Common Stock in payment of the exercise price, if the
optionee's ISO agreement so provides. If an optionee exercises an
ISO in such a manner, special rules will apply.
8. In addition to the tax consequences described above, the exercise of
ISOs may result in a further "minimum tax" under the Code. The Code
provides that an "alternative minimum tax" (at a rate of 26% or 28%)
will be applied against a taxable base which is equal to
"alternative minimum taxable income," reduced by a statutory
exemption. In general, the amount by which the value of the Common
Stock received upon exercise of the ISO exceeds the exercise price
is included in the optionee's alternative minimum taxable income. A
taxpayer is required to pay the higher of his regular tax liability
or the alternative minimum tax.
9. The following general rules are applicable under current federal
income tax law to Non-Qualified Options under the 1993 Plan:
1. The optionee generally does not realize any taxable income
upon the grant of an option, and GreenMan is not allowed a
business expense deduction by reason of such grant.
2. The optionee generally will recognize ordinary compensation
income at the time of exercise of the option in an amount
equal to the excess, if any, of the fair-market value of the
shares on the date of exercise over the exercise price.
3. When the optionee sells the shares, he or she generally will
recognize a capital gain or loss in an amount equal to the
difference between the amount realized upon the sale of the
shares and his or her basis in the stock (generally, the
exercise price plus the amount taxed to the optionee as
compensation income). If the optionee's holding period for the
shares exceeds one year, such gain or loss will be a long-term
capital gain or loss.
4. GreenMan generally should be entitled to a tax deduction when
compensation income is recognized by the optionee.
5. An optionee may be entitled to exercise a non-qualified option
by delivering shares of the GreenMan's Common Stock in payment
of the exercise price. If an optionee exercises a
non-qualified option in such fashion, special rules will
apply.
PROPOSAL NO. 4
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the firm of Wolf & Company, P.C.,
independent certified public accountants, to serve as auditors for the fiscal
year ending September 30, 2001. Wolf & Company, P.C. has acted as GreenMan's
independent auditor since GreenMan's inception.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF ITS SELECTION
OF WOLF & COMPANY, P.C. AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 2001.
TRANSACTION OF OTHER BUSINESS
The Board of Directors of GreenMan knows of no other matters which may be
brought before the Meeting. If any other matters properly come before the
Meeting, or any adjournment thereof, it is the intention of the persons named in
the accompanying form of Proxy to vote the Proxy on such matters in accordance
with their best judgment.
ADVANCE NOTICE PROCEDURES
Under GreenMan's By-laws, nominations for a director may be made only by
the Board of Directors, a committee appointed by the Board of Directors, or by a
stockholder of record entitled to vote on the election of directors, who is also
a stockholder at the record date of the meeting and also on the date of the
meeting at which directors are to be elected, who has delivered notice to the
principal executive offices of GreenMan (containing certain information
specified in the By-laws) (i) not less than 60 days nor more than 90 days prior
to the anniversary date of the preceding year's annual meeting, or (ii) if the
meeting is called for a date not within thirty days before or after such
anniversary date, not later than the close of business on the 10th day following
the date notice of such meeting is mailed or made public, whichever is earlier.
The By-laws also provide that no business may be brought before an annual
meeting of stockholders except as specified in the notice of the meeting or as
otherwise brought before the meeting by or at the direction of the Board of
Directors, the presiding officer or by a stockholder who shall have been a
stockholder of record on the record date for such meeting and who shall continue
to be entitled to vote thereafter, who has delivered notice to the principal
executive offices of GreenMan (containing certain information specified in the
By-laws) (i) not less than 60 days nor more than 90 days prior to the
anniversary date of the preceding year's annual meeting, or (ii) for a special
meeting or an annual meeting called for a date not within thirty days before or
after such anniversary date, not later than the close of business on the 10th
day following the date notice of such meeting is mailed or made public,
whichever is earlier.
These requirements are separate and apart from and in addition to the
requirements that a stockholder must meet in order to have a stockholder
proposal included in GreenMan's Proxy Statement under Rule 14a-8 of the Exchange
Act. A copy of the full text of the By-law provisions discussed above may be
obtained by writing to the Corporate Secretary, GreenMan Technologies, Inc., 7
Kimball Lane, Building A, Lynnfield, MA 01940.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement to
be mailed to all stockholders entitled to vote at the next annual meeting of
stockholders of GreenMan must be received at GreenMan's principal executive
offices not later than November 4, 2001. In order to curtail controversy as to
the date on which a proposal was received by GreenMan, it is suggested that
proponents submit their proposals by Certified Mail Return Receipt Requested.
EXPENSES AND SOLICITATION
The cost of solicitation by proxies will be borne by GreenMan, and in
addition to directly soliciting stockholders by mail, GreenMan may request banks
and brokers to solicit their customers who have stock of GreenMan registered in
the name of the nominee and, if so, will reimburse such banks and brokers for
their reasonable out-of-pocket costs. Solicitation by officers and employees of
GreenMan may be made of some stockholders in person or by mail or telephone.
EXHIBIT 1
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF GREENMAN TECHNOLOGIES, INC.
CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the corporation's policies, procedures and practices
at all levels. The Audit Committee's primary duties and responsibilities are to:
o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.
o Review and appraise the audit efforts of the Corporation's
independent.
o Provide an open avenue of communication among the independent
accountants, financial and senior management and the Board of
Directors.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of two or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Committee.
For the purposes of this Charter, the term "independent director" shall mean a
person other than an officer or employee of the Corporation or its subsidiaries
or any other individual having a relationship which, in the opinion of the
Corporation's Board of Directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. All
members of the Committee shall have a working familiarity with basic finance and
accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Corporation or an outside consultant.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.
III. MEETINGS
The Committee shall meet periodically during each fiscal year as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee or at least its Chair should meet with the independent
accountants and management quarterly to review the Corporations financials
consistent with IV.4. below).
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
DOCUMENTS/REPORTS REVIEW
1. Review and update this Charter periodically, at least annually, as
conditions dictate.
2. Review the Corporation's annual financial statements and any reports
or other financial information submitted to any governmental body,
or the public, including any certification, report,
opinion, or review rendered by the independent accountants.
3. Review the regular internal reports to management and management's
response.
4. Review with financial management and the independent accountants the
10-Q prior to its filing or prior to the release of earnings. The
Chair of the Committee may represent the entire Committee for
purposes of this review.
INDEPENDENT ACCOUNTANTS
5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve
the fees and other compensation to be paid to the independent
accountants. On an annual basis, the Committee should review and
discuss with the accountants all significant relationships the
accountants have with the Corporation to determine the accountants'
independence.
6. Receive from the independent accountants a formal written statement
delineating all relationships between the independent accountants
and the Corporation, consistent with Independence Standards Board
Standard 1; actively engage in a dialogue with the independent
accountants concerning any disclosed relationships or services that
may impact their objectivity and independence; and taking, or
recommending that the Corporation's Board of Directors take,
appropriate action to oversee the independence of the independent
accountants.
7. Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when
circumstances warrant.
8. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.
FINANCIAL REPORTING PROCESSES
9. In consultation with the independent accountants and review the
integrity of the organization's financial reporting processes, both
internal and external.
10. Consider the independent accountants' judgments about the quality
and appropriateness of the Corporation's accounting principles as
applied in its financial reporting.
11. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management, or the
internal auditing department.
PROCESS IMPROVEMENT
12. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.
13. Following completion of the annual audit, review separately with
each of management and the independent accountants any significant
difficulties encountered during the course of the audit, including
any restrictions on the scope of work or access to required
information.
14. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.
15. Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices,
as approved by the Audit Committee, have been implemented. (This
review should be conducted at an appropriate of time subsequent to
implementation of changes or improvements, as decided by the
Committee.
ETHICAL AND LEGAL COMPLIANCE
16. Establish, review and update periodically a Code of Ethical Conduct
and ensure that management has established a system to enforce this
Code.
17. Review management's monitoring of the Corporation's compliance with
the organization's Ethical Code, and ensure that management has the
proper review system in place to ensure that Corporation's financial
statements, reports and other financial information disseminated to
governmental organizations, and the public satisfy legal
requirements.
18. Review activities, organizational structure, and qualifications of
the internal audit department.
19. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.
20. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial
statements.
21. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the
Board deems necessary or appropriate.
EXHIBIT 2
TEXT OF PROPOSED AMENDMENT - CHANGE OF CORPORATE NAME
RESOLVED: That the Amended Certificate of Incorporation of GreenMan be amended
to read as follows:
"The name of the corporation is Resource Management Corporation".
In addition, all other references to our corporate name in our
Amended Certificate of Incorporation would be changed to "Resource
Management Corporation".