TURBOSONIC TECHNOLOGIES, INC.
550 Parkside Drive, Suite A-14
Waterloo, Ontario
Canada N2L 5V4
------------------
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
TO BE HELD
ON
DECEMBER 13, 2001
------------------
Dear Shareholders,
On Thursday, December 13, 2001, TurboSonic Technologies, Inc. will hold its
Annual Meeting of Shareholders at the Waterloo Inn, 475 King Street North,
Waterloo, Ontario, Canada. The meeting will begin at 10:00 a.m., local time.
Only shareholders that own shares of common stock at the close of business
on November 9, 2001 can vote at this meeting or any adjournment or postponement
thereof. The meeting will be held for the following purposes:
o To elect five directors to serve for the ensuing year,
o To ratify the appointment of Ernst & Young LLP as our independent
auditors for fiscal year 2002, and
o To transact such other business as may properly come before the meeting.
Patrick J. Forde
Secretary
Waterloo, Ontario, Canada
November 12, 2001
- --------------------------------------------------------------------------------
Whether or not you plan to attend the meeting, please sign and date the enclosed
proxy and promptly return it in the enclosed, self-addressed envelope. No
additional postage is required if mailed within the United States. Any
stockholder may revoke his or her proxy at any time before this meeting by
giving notice in writing to our Secretary, by granting a proxy bearing a later
date or by voting in person at the meeting.
- --------------------------------------------------------------------------------
TURBOSONIC TECHNOLOGIES, INC.
550 Parkside Drive, Suite A-14
Waterloo, Ontario
Canada N2L 5V4
------------------
PROXY STATEMENT
------------------
QUESTIONS AND ANSWERS
Q: WHO IS SOLICITING MY VOTE?
A: This proxy solicitation is being made and paid for by TurboSonic
Technologies, Inc.
Q: WHEN WAS THE PROXY STATEMENT MAILED TO SHAREHOLDERS?
A: This proxy statement was first mailed to shareholders on or about November
12, 2001.
Q: WHAT MATTERS AM I VOTING ON?
A: (1) the election of nominees to serve on our Board of Directors for the
ensuing year; and
(2) the ratification of the appointment of Ernst & Young LLP as our
independent auditors for fiscal year 2002.
Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?
A: The Board recommends a vote FOR each of the nominees and a vote FOR the
ratification of Ernst & Young LLP as our independent auditors for fiscal
year 2002.
Q: WHO IS ENTITLED TO VOTE?
A: Shareholders as of the close of business on November 9, 2001 (the Record
Date) are entitled to vote at the Annual Meeting.
Q: HOW DO I VOTE?
A: Sign and date each proxy card you receive and return it in the prepaid
envelope. If you return your signed proxy card but do not mark the boxes
showing how you wish to vote, your shares will be voted FOR the two
proposals.
Q: MAY I REVOKE MY PROXY?
A: You have the right to revoke your proxy at any time before the meeting by:
(1) giving written notice to such effect to our Secretary, Patrick J.
Forde, at our address shown above,
(2) voting in person at the meeting, or
(3) returning a later-dated proxy card.
Q: WHO WILL COUNT THE VOTE?
A: Representatives of our transfer agent, American Stock Transfer & Trust
Company, will count the votes.
Q: IS MY VOTE CONFIDENTIAL?
A: Proxy cards, ballots and voting tabulations that identify individual
shareholders are mailed or returned directly to American Stock Transfer &
Trust Company and handled in a manner that protects your voting privacy.
Your vote will not be disclosed except (1) as needed to permit American
Stock Transfer & Trust Company to tabulate and certify the vote, and (2) as
required by law. Additionally, all comments written on the proxy card or
elsewhere will be forwarded to management. Your identity will be kept
confidential unless you ask that your name be disclosed.
Q: HOW MANY SHARES CAN VOTE?
A. As of November 9, 2001, 10,507,250 shares of common stock were issued and
outstanding. Every holder of common stock is entitled to one vote for each
share held.
Q: WHAT IS A QUORUM?
A: A "quorum" is a majority of the outstanding shares of common stock that
they may be present at the meeting or represented by proxy. There must be a
quorum for the meeting to be held. Directors will be elected by a plurality
of the votes cast at the meeting. Approval of each other matter must
receive more than 50% of the shares voting on the matter. If you submit a
properly executed proxy card, even if you abstain from voting, then you
will be considered part of the quorum. An abstention has the same effect as
a vote AGAINST a proposal. A WITHHELD vote will be counted for quorum
purposes. However, a WITHHELD vote is not deemed present for purposes of
determining whether shareholder approval has been obtained.
Broker non-votes (abstentions by brokers who have proxies that do not have
specific voting instructions from their beneficial owners of the shares
they hold) will still be counted as part of the quorum. However, the broker
non-votes will not be counted for purposes of determining whether a
proposal has been approved.
Q: WHO CAN ATTEND THE ANNUAL MEETING?
A: All shareholders on November 9, 2001 can attend. If your shares are held
through a broker and you'd like to attend, please bring a copy of your
brokerage account statement or an omnibus proxy (which you can get from
your broker), and we will permit you to attend the meeting.
Q: HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?
A: We do not know of any business to be considered at the Annual Meeting other
than the proposals described in this proxy statement. If any other business
is presented at the Annual Meeting, your signed proxy card gives authority
to Edward F. Spink, our Chairman, and Patrick J. Forde, our Secretary, to
vote on such matters at their discretion.
Q: WHO ARE THE LARGEST PRINICPAL SHAREHOLDERS?
A: As of November 9, 2001, Dr. Donald R. Spink, Sr., and his related entities,
owned 3,310,432 shares (28.4%) of either TurboSonic Technologies, Inc.
Common Stock or exchangeable shares of TurboSonic Canada, Inc., a wholly
owned subsidiary of TurboSonic, which by their terms, are convertible into
a like number of shares of our common stock. Canadian Venture Founders
owned 1,337,977 shares of Sonic Canada common stock (12.7%).
Q: WHEN ARE SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING DUE?
A: All shareholder proposals to be considered for inclusion in next year's
proxy statement must be submitted in writing to Patrick J. Forde, our
Secretary, at the address shown above, prior to July 12, 2002.
Q: CAN A SHAREHOLDER NOMINATE SOMEONE TO BE A DIRECTOR OF THE COMPANY?
A: As a shareholder, you may recommend any person as a nominee for director by
writing to our Chairman, Edward F. Spink, at our address shown above.
Recommendations must be received prior to July 12, 2002 for the 2002 Annual
Meeting. They must be accompanied by the name, residence and business
address of the nominating shareholder. They must include a representation
that the shareholder is a record holder of our common stock or holds the
stock through a broker. They must state the number of shares held. The
recommendations must include a representation that the shareholder intends
to appear in person or by proxy at the meeting of the shareholders to
nominate the individual(s) if the nominations are to be made at a
shareholder meeting. They must include information regarding each nominee
that would be required to be included in a proxy statement. They must also
include a description of any arrangement or understanding between or among
the shareholder and each and every nominee. Finally, the recommendations
must include the written consent of each nominee to serve as a director, if
elected.
ELECTION OF DIRECTORS
There are currently five members of the Board. All such members are
nominees for election this year: Dr. Donald R. Spink, Sr., Edward F. Spink,
Patrick J. Forde, Richard H. Hurd and Jonathan Lagarenne. All directors are
elected annually, and serve until the next Annual Meeting of Shareholders or
until their respective successors are elected and qualified. If any director is
unable to stand for re-election at this meeting, the Board may reduce the
Board's size or designate a substitute. If a substitute is designated, proxies
voting on the original director candidate will be cast for the substituted
candidate.
EDWARD F. SPINK
DIRECTOR SINCE 1997
AGE 47
Edward F. Spink has served as our President from August 27, 1997, the date upon
which Turbotak and Sonic Environmental Systems were combined to form TurboSonic,
to June 15, 1999. On that date, the Board elected him as its Chairman and as our
Chief Executive Officer. Prior thereto and from 1995, he was President and a
director of Turbotak. Mr. Spink served as Vice President-Operations of Turbotak
from 1989 to 1995.
PATRICK J. FORDE
DIRECTOR SINCE 1997
AGE 68
Patrick J. Forde has been our Secretary/Treasurer since the combination of
Turbotak and Sonic. He was elected as our President on June 15, 1999, succeeding
Edward F. Spink. Prior thereto and from 1986, he was a director of Turbotak. Mr.
Forde has served as Vice President-Corporate Planning for Turbotak since 1996.
He was chairman and chief executive officer of Borg Textile Corporation from
1982 to 1995. He is president and owner of Glencree Investments, Inc., and
serves as a director of several private companies.
RICHARD H. HURD
DIRECTOR SINCE 1993
AGE 64
Richard H. Hurd served as Sonic's president from August 1993 to August 1997 and
as its Treasurer from April 1994 to August 1997. From July 1996 until its
combination with Turbotak, Sonic operated as a debtor-in-possession under
Chapter 11 of the Federal Bankruptcy Code. Mr. Hurd has been President and sole
owner of RHB Capital Company, Inc., a financial consulting company since 1987.
He is also co-Managing Director of Genuine Article Publishing Group, LLC, a
publisher of children's books. He also acts as a Special Assistant to the Acting
Treasurer of the State of New Jersey.
DR. DONALD R. SPINK, SR.
DIRECTOR SINCE 1997
AGE 78
Dr. Donald R. Spink, Sr. served as Chairman of the Board from August 27, 1997
until his resignation on June 15, 1999. He continues to serve as a director and,
upon request, as a technical advisor. Prior thereto and from 1976 he was
chairman of Turbotak.
JONATHAN R. LAGARENNE
DIRECTOR SINCE 2001
AGE 41
Jonathan R. Lagarenne joined the Board in August 2001. He is presently Chief
Executive Officer of Hamon Corporation and from July 1998 to May 2000 held the
positions there of Chief Operating Officer and General Counsel. He held the
position of Vice President of Research-Cottrell from 1995 to July 1998.
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS
The Audit Committee has recommended, and the Board has appointed, Ernst &
Young LLP as our independent auditors for the 2002 fiscal year (July 1, 2001
through June 30, 2002) subject to your ratification.
Audit services provided by Ernst & Young during fiscal 2001 included an
audit of our financial statements. They reviewed our Annual Report filed with
the SEC and certain other filings that we made with the SEC and certain other
government agencies. They have unrestricted access to the Audit Committee to
discuss audit findings and other financial matters.
A representative of Ernst & Young LLP is expected to attend the Annual
Meeting. He or she will have the opportunity to speak at the meeting if he or
she wishes and will also respond to appropriate questions.
FEES BILLED BY ERNST & YOUNG LLP FOR FISCAL 2001
AuditFees...................................................... $ 58,855
Financial Information System Design and Implementation
Fees...................................................... --
All other fees (1)............................................ $ 13,838
- ----------
(1) Included in "All other fees" are fees for consultation on accounting and
financial reporting matters and tax services.
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLC AS INDEPENDENT AUDITORS FOR FISCAL 2002.
STATEMENT OF CORPORATE GOVERNANCE
Our business is managed under the direction of the Board of Directors. The
Board delegates the conduct of business to the Company's senior management team.
Our Board usually meets three to four times a year in regularly scheduled
meetings. It may meet more often if necessary. The Board held five meetings in
fiscal 2001, at which all Directors were present. The Chairman usually
determines the agenda for the meetings. Board members receive the agenda and
supporting information in advance of the meetings. Board members may raise other
matters at the meetings.
The Board considers all major decisions. The Board has established two
standing committees, an Audit Committee and a Compensation Committee. The Audit
Committee, whose duties and responsibilities are described below, and which is
composed of Messrs. Forde and Hurd, held four meetings in fiscal 2001, at which
all members were present. Mr. Forde is not "independent," as such term is
defined in Rule 4200(a)(15) of the NASD's listing standards.
The Compensation Committee is responsible for oversight and administration
of executive compensation. The Compensation Committee, which is composed of
Messrs. Donald Spink and Forde, held one meeting in fiscal 2001.
REPORT OF AUDIT COMMITTEE
During fiscal 2001, the Audit Committee of our Board developed a charter
for the Committee, which was approved by the Board on December 6, 2000. The
complete text of the charter, which reflects standards enunciated in new SEC
regulations and the Nasdaq Stock Market rules, is attached as Appendix I to this
proxy statement.
o The Committee is charged with monitoring the preparation of annual
financial reports by our management, including discussions with our
management and our outside auditors about draft annual financial
statements and significant accounting and reporting matters;
o The Committee is responsible for matters concerning our relationship
with our outside auditors, including recommending their appointment or
removal; reviewing the scope of their audit services and related fees,
as well as any other services being provided to us; and determining
whether the outside auditors are independent (based in part of the
annual letter provided to us pursuant to Independence Standards Board
Standard No. 1); and
o The Committee oversees our management's implementation of effective
systems of internal controls, including review of policies relating to
legal and regulatory compliance, ethics and conflicts of interests.
The Committee has implemented procedures to ensure that during the course
of each fiscal year it devotes the attention that it deems necessary or
appropriate to each of the matters assigned to it under the Committee's charter.
In overseeing the preparation of our financial statements, the Committee
met with both our management and our outside auditors to review and discuss all
financial statements prior to their issuance and to discuss significant
accounting issues. Our management advised the Committee that all financial
statements were prepared in accordance with generally accepted principles, and
the committee discussed the statements with both management and outside
auditors. The Committee's review included discussion with the outside auditors
of matters required to be discussed pursuant to Statement on Auditing Standards
No. 61 (Communication with Audit Committees).
With respect to our outside auditors, the committee, among other things
discussed with Ernst & Young LLP matters relating to its independence, including
the disclosures made to the Committee as required by the Independence Standards
Board Standard No. 1 (Discussions with Audit Committee).
On the basis of these reviews and discussions, the Committee recommended to
the Board that it approve the inclusion of our audited financial statements in
our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2001.
THE AUDIT COMMITTEE
Richard H. Hurd, Chairman
Patrick J. Forde
October 5, 2001
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
Set forth below is the aggregate compensation paid to Edward F. Spink, our
chief executive officer, during the fiscal years ended June 30, 2001, 2000 and
1999. No other executive officer received compensation higher than that paid to
Edward F. Spink during the fiscal year.
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------- --------------------
NAME AND YEAR OTHER SHARES UNDERLYING
PRINCIPAL ENDED ANNUAL NUMBER OF
POSITION JUNE 30, SALARY BONUS COMPENSATION OPTIONS AND WARRANTS
-------- -------- ------- ---------- ------------ --------------------
-------- ------- ---------- ------------ --------------------
Edward F. Spink 2001 $65,821 $ $36,509 (2) 10,000
--
CEO 2000 $67,797 $ $11,156 (2) 50,000
--
1999 $66,243 $3,305 (1) $ -- --
- -------------
(1) Commissions representing a fixed percentage of sales recorded in each
fiscal year. Effective July 1, 1998, Edward F. Spink's compensation was
revised to include a base salary of $100,000 Canadian (US $68,000 at $1.47)
plus a discretionary bonus to be determined at the end of each fiscal year
by the Board of Directors.
(2) Effective July 1, 1999, Mr. Spink's compensation was revised to include a
sales commission on Scrubber System sales rather than the discretionary
bonus.
OPTION AND WARRANT GRANTS IN FISCAL 2001
NUMBER OF SHARES % OF TOTAL
UNDERLYING OPTIONS AND
OPTIONS AND WARRANTS GRANTED EXERCISE EXPIRATION
WARRANTS GRANTED TO EMPLOYEES PRICE DATE
------------------ ---------------- -------- ----------------
------------------ ---------------- -------- ----------------
Edward F. Spink 10,000 100% $ 0.5625 October 15, 2006
AGGREGATE OPTION AND WARRANT EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
VALUES
Number of Securities Value of Unexercised
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
NUMBER OF SHARES VALUE OPTIONS OR WARRANTS AT AND WARRANTS
ACQUIRED ON EXERCISE RECEIVED FISCAL YEAR END AT FISCAL YEAR END
----------------------- ----------- --------------------------- ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
Edward F. Spink 0 $0.00 18,000 42,000 $4,320 $8,455
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Edward F. Spink is Dr. Donald R. Spink, Sr.'s son.
On October 21, 1998 and January 4, 1999, Mr. Donald Spink and Mr. Patrick
Forde, respectively, lent us an aggregate of $130,190. These loans are repayable
two years from the date of the loans, bear interest at 10% per annum and are
collateralized by a lien upon and security interest in substantially all of our
assets. As an inducement to advance us these sums, Mr. Donald Spink, and Mr.
Patrick Forde were granted warrants to purchase an aggregate of 200,000 shares
of our common stock at an initial exercise price of $0.50 through October 31,
2000, increasing to $0.75 thereafter through October 31, 2002 and to $1.00
thereafter through October 31, 2003, respectively. The warrants, whose initial
exercise price was greater than the market price of our common stock on the date
such warrants were granted, expire on the earlier of October 31, 2003 or 30 days
after our common stock has closed at a price per share above $1.50 for 10
consecutive trading days on the OTC Bulletin Board. On July 10, 2000, the loan
and warrant agreements between us and Dr. Spink and Mr. Forde were amended to
extend the repayment of the loans to three years from the date of the loans. The
warrants originally issued to them were amended by extending the various
exercise dates by one year and the "...10 consecutive trading days ..." to 30
days. As an inducement to agree to such amendments, we issued additional
warrants to purchase an aggregate of 200,000 shares of our common stock at an
exercise price of $0.5625 per share, being equal to the then market price of our
common stock to Dr. Spink and Mr. Forde. These warrants, which have the same
terms as the original warrants have been exercisable since October 21, 2000 and
will be exercisable until October 20, 2003.
HOLDERS OF 5% OR MORE OF OUR STOCK:
DIRECTOR'S AND OFFICER'S OWNERSHIP OF OUR STOCK
The following table shows how much stock each of our directors and named
executive officers owned as of November 9, 2001 and also how much stock was
reportedly owned by entities owning 5% or more of our stock as of November 9,
2001. The table also includes vested option or warrant shares (as of November 9,
2001) that are exercisable within 60 days. Shares held in family trusts or held
in partnerships where the director or officer is a general partner or exercises
voting control are included in the table.
AMOUNT AND
NAME AND ADDRESS OF NATURE OF APPROXIMATE
BENEFICIAL OWNER OR BENEFICIAL PERCENTAGE
IDENTITY OF GROUP OWNERSHIP(1) OF CLASS
------------------- ---------------------------- -----------
Dr. Donald R. Spink, Sr. * 3,310,432(2)(5)(6)(7)(9) 28.4%
Edward F. Spink * 483,838(7)-(9) 4.2%
Patrick J. Forde * 889,158(3)(5)-(7)(9) 7.6%
Richard H. Hurd** 131,938(4)(7)(9) 1.1%
Jonathan R. Lagarenne - (10) - %
c/o Hamon Research-Cottrell
P.O. Box 1500
Somerville, NJ 08876
Canadian Venture Founders 1,337,977 11.5%
293 Church Street
Oakville, Ontario L6J 1N9
Canada
All executive officers 4,815,366(2)-(10) 41.4%
and directors as a
group (5 persons)
- ---------
* c/o Turbosonic Technologies, Inc., 550 Parkside Drive, Suite A-14,
Waterloo, Ontario N2L 5V4, Canada.
* c/o Turbosonic Technologies, Inc., 11 Melanie Lane, Unit 22A, East Hanover,
NJ 07936
(1) Includes shares of TurboSonic Canada Inc., our wholly owned subsidiary,
which by their terms are convertible at any time into a like number of
shares of our common stock ("TurboSonic Canada Shares").
(2) Includes 2,762,687 TurboSonic Canada Shares owned by Canadian numbered
corporation, over which shares Dr. Spink exercises voting control.
(3) Includes 507,642 TurboSonic Canada Shares owned by the Patrick and Joan
Forde Family Trust.
(4) Includes 1,195 shares owned by Mr. Hurd's spouse, as to which Mr. Hurd
disclaims any beneficial ownership.
(5) Includes warrants for each of Dr. Donald Spink and Mr. Patrick Forde to
purchase 100,000 common shares at an initial exercise price of $0.50
through October 21, 2001, and January 1, 2002 respectively, increasing to
$0.75 thereafter through October 21, 2003 and January 1, 2004, and to $1.00
thereafter through October 21, 2004 and January 1, 2005, respectively.
(6) Includes warrants for each of Dr. Donald Spink and Mr. Patrick Forde to
purchase 100,000 common shares at an exercise price of $0.5625 through
October 31, 2003 and January 1, 2004, respectively.
(7) Includes 10,000 shares issuable upon exercise of an option expiring in
October 15, 2005 at an exercise price of $0.40, which option was granted
pursuant to our 2000 Stock Option Plan.
(8) Includes 16,000 shares issuable upon exercise of an option expiring in
October 15, 2006 at an exercise price of $0.40, which option was granted
pursuant to our 2000 Stock Option Plan.
(9) Includes 10,000 shares issuable upon exercise of an option expiring in
October 15,2006 at an exercise price of $0.5625, which option was granted
pursuant to our 2000 Stock Option Plan.
(10) Does not include 500,000 shares owned by Hamon Research-Cottrell. Mr.
Lagarenne disclaims any voting or dispositive control with respect to these
shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
We believe that during fiscal 2001, all SEC filings of directors, officers
and ten percent shareholders complied with the requirements of Section 16 of the
Securities Exchange Act. This belief is based on our review of forms filed, or
written notice that no forms were required.
OTHER MATTERS
The Board knows of no other matters to be brought before the meeting.
However, if other matters should come before the meeting, it is the intention of
each person named in the proxy to vote such proxy in accordance with his
judgment on such matters.
APPENDIX I
TURBOSONIC TECHNOLOGIES, INC.
AUDIT COMMITTEE CHARTER
ORGANIZATION
This charter governs the operation of the audit committee. The committee shall
review and reassess the charter at least annually and obtain the approval of the
board of directors. The committee shall be appointed by the board of directors
and shall initially be comprised of two directors, at least one of whom is
independent of management and the Company. Members of the committee shall be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company. All committee
members shall be financially literate, or shall become financially literate
within a reasonable period of time after appointment to the committee, and at
least one member shall have accounting or related financial management
expertise.
STATEMENT OF POLICY
The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the annual independent audit of the
Company's financial statements, and the legal compliance and ethics programs as
established by management and the board. In doing so, it is the responsibility
of the committee to maintain free and open communication between the committee,
independent auditors, and management of the Company. In discharging its
oversight role, the committee is empowered to investigate any matter brought to
its attention with full access to all books, records, facilities, and personnel
of the Company and the power to retain outside counsel, or other experts, for
this purpose.
RESPONSIBILITIES AND PROCESSES
The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of
their activities to the board. Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing those financial statements. The committee in carrying out its
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing conditions and circumstances. The committee
should take the appropriate actions to set the overall corporate "tone" for
quality financial reporting, sound business risk practices, and ethical
behavior.
The following shall be the principal recurring processes of the audit committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the committee may supplement them as
appropriate.
o The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and the audit committee, as representatives of the
Company's shareholders. The committee shall have the ultimate authority and
responsibility to evaluate and, where appropriate, recommend the
replacement of the independent auditors. The committee shall discuss with
the auditors their independence from management and the Company and the
matters included in the written disclosures required by the Independence
Standards Board. Annually, the committee shall review and recommend to the
board the selection of the Company's independent auditors, subject to
shareholders' approval.
o The committee shall discuss with the independent auditors the overall scope
and plans for their respective audits including the adequacy of staffing
and compensation. Also, the committee shall discuss with management and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
business risk, and legal and ethical compliance programs. Further, the
committee shall meet separately with the independent auditors, with and
without management present, to discuss the results of their examinations.
o The committee shall review the interim financial statements with management
and the independent auditors prior to the filing of the Company's Quarterly
Report on Form 10-QSB. Also, the committee shall discuss the results of the
quarterly review and any other matters required to be communicated to the
committee by the independent auditors under generally accepted auditing
standards. The chair of the committee may represent the entire committee
for the purposes of this review.
o The committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-KSB, including their judgement about the quality, not just
acceptability, of accounting principles, the reasonableness of significant
judgements, and the clarity of the disclosures in the financial statements.
Also, the committee shall discuss the results of the annual audit and any
other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards.
TurboSonic Technologies, Inc.
550 Parkside Drive, Suite A-14
Waterloo, Ontario
Canada N2L 5V4
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Edward F. Spink and Patrick J. Forde as Proxies,
each with the power to appoint his substitute, and hereby authorizes each of
them, to represent and vote, as designated on the reverse side hereof, all the
shares of common stock of TurboSonic Technologies, Inc. (the "Company") held of
record by the undersigned on November 9, 2001, at the Annual Meeting of
Shareholders to be held on Thursday, December 13, 2001, or any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
(To Be Signed on Reverse Side)
1. Election of Directors:
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike such nominee's name from the list at right)
FOR all Nominees WITHHOLD AUTHORITY NOMINEES:
listed at right (except to vote for all Edward F. Spink
as marked to the nominees listed Patrick J. Forde
contrary at right) Richard H. Hurd
Dr. Donald R. Spink, Sr.
Jonathan Lagarenne
[ ] [ ] [ ]
--- --- ---
2. To ratify the selection of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending June 30, 2002
FOR [ ] AGAINST [ ] ABSTAIN [ ]
--- --- ---
3. To transact such other business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
--------------------------------
Signature
Date:
---------------------------
--------------------------------
Signature, if held jointly
NOTE:Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.