ALLSTATES WORLDCARGO, INC.
4 LAKESIDE DRIVE SOUTH
FORKED RIVER, NEW JERSEY 08731
(609) 693-5950
______________________
ADDENDUM TO NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AT 10:00 AM,
ON FEBRUARY 25, 2000
TO THE STOCKHOLDERS OF ALLSTATES WORLDCARGO, INC.:
Please be advised that due to a change subsequent to the printing of
the Notice of Annual Meeting and proxy materials, the record date
for shareholders in the Notice of Annual Meeting of Shareholders and
the Proxy Statement should be amended to change the record date from
December 17, 1999 to January 3, 2000, as follows:
Stockholders of record at the close of business on January 3,
2000 are entitled to vote at the meeting or any postponement or
adjournment.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on
the record date, January 3, 2000 are entitled to receive notice
of the annual meeting and to vote the shares of common stock
that they held on that date at the meeting, or any postponement
or adjournment of the meeting. Each outstanding share entitles
its holder to cast one vote on each matter to be voted upon.
By Order of the Board of Directors:
/s/ Craig D. Stratton
Craig D. Stratton, Corporate Secretary
January 24, 2000
Forked River, New Jersey
ALLSTATES WORLDCARGO, INC.
4 LAKESIDE DRIVE SOUTH
FORKED RIVER, NEW JERSEY 08731
(609) 693-5950
______________________
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AT 10:00 AM,
ON FEBRUARY 25, 2000
TO THE STOCKHOLDERS OF ALLSTATES WORLDCARGO, INC.:
The 2000 Annual Meeting of the Stockholders of Allstates WorldCargo,
Inc. (the "Company"), a New Jersey corporation will be held at the
Sheraton Hotel Atlantic City West, 6821 Black Horse Pike (Route 40),
Atlantic City West, Egg Harbor Township, NJ, 08234, on February 25,
2000, at 10:00 A.M. At the meeting, stockholders will act on the
following matters:
(1) Election of four (4) Directors to hold office for the
ensuing year and until their successors have been
duly elected and qualified;
(2) Ratification of the appointment of Cowan, Gunteski &
Co., P.A. as Independent accountants for fiscal 2000;
and
(3) Any other matters that properly come before the meeting.
Stockholders of record at the close of business on December 17, 1999
are entitled to vote at the meeting or any postponement or adjournment.
STOCKHOLDERS (WHETHER THEY OWN ONE OR MANY SHARES AND WHETHER THEY
EXPECT TO ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO VOTE,
SIGN, DATE AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. A PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE
(A) BY NOTIFYING THE SECRETARY OF THE COMPANY IN WRITING, (B) BY
DELIVERING A DULY EXECUTED PROXY BEARING A LATER DATE, OR (C) BY
ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
By Order of the Board of Directors:
/s/ Craig D. Stratton
Craig D. Stratton, Corporate Secretary
January 24, 2000
Forked River, New Jersey
ALLSTATES WORLDCARGO, INC.
4 LAKESIDE DRIVE SOUTH
FORKED RIVER, NEW JERSEY 08731
(609) 693-5950
______________________________
PROXY STATEMENT
______________________________
This Proxy Statement contains information related to the annual
meeting of stockholders of Allstates WorldCargo, Inc. (the
"Company"), to be held on Friday February 25, 2000 at 10:00 A.M.,
local time, at Sheraton Hotel Atlantic City West, 6821 Black Horse
Pike (Route 40), Atlantic City West, Egg Harbor Township, NJ, 08234,
and at any adjournment or adjournments thereof.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the Company's annual meeting, stockholders will act upon
the matters outlined in the accompanying notice of meeting,
including the election of directors and ratification of the
Company's independent auditors. In addition, the Company's
management will report on the performance of the Company during
fiscal 1999 and respond to questions from stockholders.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on the
record date, December 17, 1999 are entitled to receive notice of the
annual meeting and to vote the shares of common stock that they held
on that date at the meeting, or any postponement or adjournment of
the meeting. Each outstanding share entitles its holder to cast one
vote on each matter to be voted upon.
WHO CAN ATTEND THE MEETING?
All stockholders as of the record date, or their duly
appointed proxies, may attend the meeting.
Please note that if you hold your shares in "street name"
(that is, through a broker or other nominee), you will need to bring
a copy of a brokerage statement reflecting your stock ownership as
of the record date and check in at the registration desk at the
meeting.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding on
the record date will constitute a quorum, permitting the meeting to
conduct its business. As of the record date, 32,509,872 shares of
common stock of the Company were outstanding. Proxies received but
marked as abstentions and broker non-votes will be included in the
calculation of the number of shares considered to be present at the
meeting.
1
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy
card and return it to the Company, it will be voted as you direct.
If you are a registered stockholder and attend the meeting, you may
deliver your completed proxy card in person. "Street name"
stockholders who wish to vote at the meeting will need to obtain a
proxy form from the institution that holds their shares.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy, you may
change your vote at any time before the proxy is exercised by filing
with the Secretary of the Company either a notice of revocation or a
duly executed proxy bearing a later date. The powers of the proxy
holders will be suspended if you attend the meeting in person and so
request, although attendance at the meeting will not by itself
revoke a previously granted proxy.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of the Board of Directors. The
Board's recommendation is set forth together with the description of
each item in this proxy statement. In summary, the Board recommends
a vote:
(1) for election of the nominated slate of directors
(see page 4); and
(2) for ratification of the appointment of Cowan,
Gunteski & Co., P.A. as the Company's independent
auditors (see page 8).
With respect to any other matter that properly comes before
the meeting, the proxy holders will vote as recommended by the Board
of Directors or, if no recommendation is given, in their own
discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
ELECTION OF DIRECTORS. The affirmative vote of a plurality
of the votes cast at the meeting is required for the election of
directors. A properly executed proxy marked "WITHHOLD AUTHORITY"
with respect to the election of one or more directors will not be
voted with respect to the director or directors indicated, although
it will be counted for purposes of determining whether there is a
quorum.
OTHER ITEMS. For each other item, the affirmative vote of
the holders of a majority of the shares represented in person or by
proxy and entitled to vote on the item will be required for
approval. A properly executed proxy marked "ABSTAIN" with respect to
any such matter will not be voted, although it will be counted for
purposes of determining whether there is a quorum. Accordingly, an
abstention will have the effect of a negative vote.
If you hold your shares in "street name" through a broker or
other nominee, your broker or nominee may not be permitted to
exercise voting discretion with respect to some of the matters to be
acted upon. Thus, if you do not give your broker or nominee specific
instructions, your shares may not be voted on those matters and will
not be counted in determining the number of shares necessary for
approval. Shares represented by such "broker non-votes" will,
however, be counted in determining whether there is a quorum.
2
STOCK OWNERSHIP
WHO ARE THE LARGEST OWNERS OF THE COMPANY'S STOCK?
Joseph M. Guido, Chairman of the Board of Directors of the Company,
owns or controls 56.91% of the outstanding shares of common stock of
the Company; and Sam DiGiralomo, President, CEO and a director of
the Company, owns or controls 15.38% of the outstanding shares of
common stock of the Company. See the table below.
HOW MUCH STOCK DO THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS OWN?
The following table sets forth the beneficial ownership of
the Common Stock of the Company as of December 17, 1999, by each
person who was known by the Company to beneficially own more than
5% of the common stock, by each director and executive officer who
owns shares of common stock and by all directors and executive
officers as a group:
Title Name and Address No. of Shares Percent of
of class of Beneficial Owner and nature of class (1)
Beneficial Ownership
- -------- ------------------- ----------------------- -----------
Common Joseph Guido
4 Lakeside Drive South
Forked River, NJ 08731 18,500,000(2) 56.91%
Common Sam DiGiralomo
7 Doig Road, Suite 3
Wayne, NJ 07470 5,000,000 15.38%
Common Barton C. Theile
4 Lakeside Drive South
Forked River, NJ 08731 500,000 1.54%
Common Craig D. Stratton
4 Lakeside Drive South
Forked River, NJ 08731 200,000 0.62%
Common All officers & directors
as a group (4 persons) 25,200,000 74.44%
- -----------------
__________________
(1) Based upon 32,509,872 shares outstanding as of December 15, 1999.
(2) Comprised of 18,250,000 shares owned by Joseph Guido and
250,000 shares owned by Teresa Guido, wife of Joseph Guido.
3
ITEM 1
ELECTION OF DIRECTORS
Four (4) directors will be elected to hold office subject to the
provisions of the Company's by-laws until the next Annual Meeting of
Shareholders, and until their respective successors are duly elected
and qualified. The vote of a majority of the votes entitled to be
cast by shareholders present in person or by proxy, is required to
elect members of the Board of Directors. The following table sets
forth the name, age, position with the Company and respective
director service dates of each person who has been nominated to be a
director of the Company:
NAME AGE POSITION
- ------------------------------------------------------------------
Joseph M. Guido 64 Chairman of the Board
Sam DiGiralomo 56 President, CEO, Director
Barton C. Theile 53 Executive Vice President, COO, Director
Craig Stratton 48 CFO, Secretary, Treasurer, Director
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED HEREIN.
BUSINESS EXPERIENCE OF THE DIRECTORS
JOSEPH M. GUIDO, Chairman of the Board, is the founder of Allstates
Air Cargo, Inc., having served as its President and CEO since 1961.
Mr. Guido became Chairman of the Board of the Company upon the
acquisition of Allstates Air Cargo, Inc. on August 24, 1999. Prior
to forming Allstates Air Cargo, Inc., Mr. Guido served as a freight
supervisor with American Airlines, and as a sales and station
manager for Air Cargo Consolidators.
SAM DIGIRALOMO, became President, CEO and a director of the Company
upon the acquisition of Allstates Air Cargo, Inc. on August 24,
1999. Prior to such acquisition, Mr. DiGiralomo had served as the
President, Treasurer, CEO and a director of Audiogenesis Systems,
Inc. since it was formed in January, 1997. From July 1981 through
January 1997, Mr. DiGiralomo had been the President of the
predecessor of Audiogenesis Systems, Inc., Genesis Safety Systems,
Inc. Mr. DiGiralomo has more than 20 years of management and
marketing experience. He has lectured at various trade
associations and universities, and designed and authored several
employee training programs. Mr. DiGiralomo is a member of the
American Society of Safety Engineers.
BARTON C. THEILE, became Executive Vice President, COO and a
director of the Company upon the acquisition of Allstates Air Cargo,
Inc. on August 24, 1999. Prior to such acquisition, Mr. Theile had
served Allstates Air Cargo, Inc., as a sales representative,
operations manager, Executive Vice President and COO over a period
of 19 years. In addition to his experience at Allstates, Mr. Theile
was President of Cargo Logistics Group, LLC. Mr. Theile has been
involved in sales, marketing operations and administration in the
transportation industry for over 25 years.
CRAIG STRATTON, became CFO, Secretary, Treasurer and a director of
the Company upon the acquisition of Allstates Air Cargo, Inc. on
August 24, 1999. Prior to such acquisition, Mr. Stratton
4
served as Chief Financial Officer for Allstates Air Cargo, Inc. since
November 1997. Before joining Allstates, for three years, Mr. Stratton
held the position of Corporate Controller for Programmer's Paradise, Inc.
a cataloger and distributor of technical software. From 1990
through 1994, he was Controller for Baronet Corporation, an importer
and distributor of leather goods accessories. From 1981 through
1990, he was employed by the finance department of Contel IPC, a
specialty telephone systems manufacturer and service provider, where
he held various positions of increasing responsibility in corporate
accounting, including an appointment to Assistant Controller in
1987. In 1973, Mr. Stratton received his B.S. in accounting, and in
1980 he earned his MBA. Mr. Stratton has been a CPA since 1986.
GENERAL INFORMATION
Board of Directors. The Board of Directors is responsible for
supervision of the overall affairs of the Company. To assist it in
carrying out of its duties, the Board has delegated certain
authority to several committees.
The Board of Directors held five meetings during 1999. Overall and
individual attendance at the Board and committee meeting was 100
percent. Following the Annual Meeting, the Board will consist of
four directors. In the interim between Annual Meetings, the Board
has the authority under the By-laws to increase or decrease the size
of the Board.
HOW ARE DIRECTORS COMPENSATED?
DIRECTORS COMPENSATION. All members of the Board are
current employees of the Company, and do not receive any additional
compensation for serving on the Board.
WHAT COMMITTEES HAS THE BOARD ESTABLISHED?
AUDIT COMMITTEE - The Audit Committee is responsible for
reviewing reports of the Company's financial results, audits,
internal controls, and adherence to its Business Conduct Guidelines
in compliance with federal procurement laws and regulations. The
committee recommends to the Board of Directors the selection of the
Company's outside auditors and reviews their procedures for ensuring
their independence with respect to the services performed for the
Company. Mr. Theile and Mr. DiGiralomo serve on the audit committee.
5
EXECUTIVE COMPENSATION
The following table sets forth all information concerning total
compensation earned or paid to the officers of the Company who
served in such capacities as of September 30, 1999 for services
rendered to the Company during each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation Long term compensation
----------------------- --------------------------
Name and Year Salary Bonus Other Awards All
Principal ($) ($) Annual Restrict- Options/ LTIP Other
Position Compen- ed Stock SARs(#) Pay- Compensa-
sation ($) ($) outs($) tion ($)
- ---------- ---- ------- ----- -------- --------- --------- ------ --------
J. 1999 317,821 92,500(1) 202,597(2)
Guido, 1998 294,920 111,600(3)
Chairman 1997 283,415 20,000 85,800(1)
of the
Board
Sam 1999 80,200(4) 143,253(5) 120,000(7)
DiGiralomo, 1998 65,000(4) 26,486(5)
President, 1997 65,000(4)
CEO
B. Theile, 1999 189,411 4,920(6) 20,000(7)
COO, 1998 152,328
Exec. VP 1997 0
Craig
Stratton, 1999 100,826 8,000(7)
CFO, 1998 77,221
Secretary, 1997 0
Treasurer
____________
(1) Rental income from leasing of Newark
branch location and Forked River
corporate office
(2) Proceeds from sale to Allstates Air
Cargo, Inc. of one share Allstates Air
Cargo, Inc. stock
(3) Rental income from leasing of Newark
branch location and Forked River
corporate office ($90,300), and interest
paid in 1996 loan to company ($21,300)
(4) Employed by Audiogenesis Systems, Inc.
on part time basis at $65,000 per year
(5) Commissions paid for consulting services
in connection with site licensing
agreements
(6) Commission paid for management services
to GTD Logistics, Inc.
(7) Excess stock compensation valued at $.04
per share
EMPLOYMENT AGREEMENTS
On August 24, 1999, the Company entered into Employment Agreements with three of
the Company's stockholders. The Employment Agreements are effective for the
term beginning August 24, 1999 through December 31, 2004. The following is a
summary of the terms of these agreements:
6
Annual
Name/Position Salary Bonus
- --------------- ------------ -----------------------
Joseph M. Guido,
Chairman of
The Board $308,000 3% of
fiscal year Increase in net profits
Sam DiGiralomo,
President/Chief
Executive Officer $208,000 3% of
fiscal year Increase in net profits
Barton M. Theile,
Executive Vice President/
Chief Operating Officer $207,922 3% of
fiscal year Increase in net profits
Under the terms of their respective employment agreements, Mr. Guido, Mr.
DiGiralomo and Mr. Theile have agreed to work full time. The agreements also
provide for health and life insurance benefits, participation in the Company's
401(k) plan, disability benefits, expense reimbursements, indemnification from
civil or criminal actions arising out of the Executive's employment, financial
and tax advice, tax "gross-up" provisions, severance pay (equal to 100% of
compensation for a period of five years), and payments in the event of a change
of control.
Option Grants for Fiscal 1999
There are no unexercised options held by executive officers of the Company
as of September 30, 1999.
The Company presently has no standing plans or formal arrangements for
contingent forms of compensation such as bonuses, commissions, executive stock
options, stock appreciation rights, profit sharing, pension, retirement plans or
other like benefit programs. No officer, director, or other employee
consequently received or was entitled to any form of non-cash compensation
under any form of plan described or included within Regulation S-B, Section
402(b)(1), Reg. 228.402, Section (b)(1).
7
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTS
The Company has appointed Cowan, Gunteski & Co., P.A. as the Company's
independent accountants for the fiscal year ending September 30, 2000. Services
provided to the Company by Cowan, Gunteski & Co., P.A. in fiscal year 1999
included the examination of the Company's consolidated financial statements,
preparation of federal and state income taxes, and services related to filings
with the Securities and Exchanges Commission.
Representatives of Cowan, Gunteski & Co., P.A. will be present at the annual
meeting to respond to appropriate questions and to make such statements as they
may desire.
The Board of Directors Recommends a Vote "For" Ratification of The
Appointment of Cowan, Gunteski & Co., P.A., as The Company's Independent
Accountants For Fiscal Year 2000
OTHER MATTERS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the annual meeting other than the
items referred to above. In the event that any other matter is properly brought
before the meeting for action by the stockholders, proxies in the enclosed form
returned to the Company will be voted in accordance with the recommendation of
the Board of Directors or, in the absence of such a recommendation, in
accordance with the judgment of the proxy holder.
ADDITIONAL INFORMATION
Stockholder Proposals for the 2000 Annual Meeting. Stockholders interested
in presenting a proposal for consideration at the Company's annual meeting of
stockholders in 2001 may do so by following the procedures prescribed in
Rule 14a-8 under the Securities Exchange Act of 1934 and the Company's
by-laws. To be eligible for inclusion, stockholder proposals must be
received by the Company's Corporate Secretary no later than September 1, 2000.
Proxy Solicitation Costs. The proxies being solicited hereby are being
solicited by the Company. The cost of soliciting proxies in the enclosed
form will be borne by the Company. Officers and regular employees of the
Company may, but without compensation other than their regular compensation,
solicit proxies by further mailing or personal conversations, or by
telephone, telex, facsimile or electronic means. The Company will, upon
request, reimburse brokerage firms and others for their reasonable expenses
in forwarding solicitation material to the beneficial owners of stock.
By order of the Board of Directors:
/s/ Craig D. Stratton
Craig D. Stratton, Corporate Secretary
8
PROXY FORM ALLSTATES WORLDCARGO, INC. PROXY FORM
4 Lakeside Drive South, Forked River, New Jersey, 08731
THE BOARD OF DIRECTORS SOLICITS THIS PROXY
The undersigned hereby appoint(s) SAM DIGIRALOMO and CRAIG D. STRATTON, or
either of them, as attorney, agent and proxy of the undersigned, with full
power of substitution, to vote all shares of common stock of Allstates
WorldCargo, Inc. that the undersigned would be entitled to cast if
personally present at the annual Meeting of the stockholders to be held on
February 25, 2000, or at any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS
SPECIFIED, THE PROXY WILL BE VOTED FOR EACH OF THE BELOW LISTED PERSONS AND
PROPOSALS.
1. ELECTION OF FOUR DIRECTORS (TO SERVE UNTIL 2001):
FOR WITHHOLD Withhold authority to vote for the individual
all nominees (except as authority to vote for all nominees(s) identified in the space provided below
marked to the contrary nominees
( ) ( ) ________________________________________________
Director Nominees: (1) Joseph M. Guido, (2) Sam DiGiralomo, (3) Barton M.
Theile, (4) Craig D. Stratton
(Continued on reverse side)
2. Ratify the appointment of Cowan, Gunteski & Co., P.A. as FOR AGAINST ABSTAIN
the Company's independent public accountants for the 2000
fiscal year ( ) ( ) ( )
In their discretion, the Proxies are authorized to vote upon other business
as may properly come before the meeting.
Dated: _____________________
________________________________
Signature
________________________________
Signature if jointly held