SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [xx]
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 Rule 14a-12
INTREPID TECHNOLOGY & RESOURCES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[xx] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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 the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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 statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party: L. Gary Davis, CPA
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4) Date Filed:
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INTREPID TECHNOLOGY & RESOURCES INC.
501 WEST BROADWAY, SUITE 200
IDAHO FALLS, IDAHO 83402
Dear Shareholder:
You are cordially invited to attend the 2004 Annual Meeting of Shareholders of
Intrepid Technology & Resources Inc. The annual meeting will be held on
Tuesday, December 14, 2004, at the Company's Corporate Headquarters, 501 W.
Broadway, Suite 200, Idaho Falls, Idaho 83402, at 9:00 a.m. local time.
Your vote is important and I urge you to vote your shares by proxy, whether or
not you plan to attend the meeting. After you read this proxy statement, please
indicate on the proxy card the manner in which you want to have your shares
voted. Then date, sign and mail the proxy card in the postage-paid envelope
that is provided. If you sign and return your proxy card without indicating
your choices, it will be understood that you wish to have your shares voted in
accordance with the recommendations of the Company's Board of Directors.
We hope to see you at the meeting.
Sincerely,
Dr. Dennis D. Keiser
President, Chief Executive
and Chairman of the Board
October 28, 2004
2
INTREPID TECHNOLOGY & RESOURCES INC.
501 WEST BROADWAY, SUITE 200
IDAHO FALLS, IDAHO 83402
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 14, 2004
NOTICE IS HEREBY GIVEN, that an Annual Meeting of Shareholders (the "Annual
------
Meeting") of Intrepid Technology & Resources Inc. (the "Company") will be held
- ------- -------
on Tuesday, December 14, 2004, at the Company's Corporate Headquarters, 501 W.
Broadway, Suite 200, Idaho Falls, Idaho 83402, at 9:00 a.m. local time, for the
following purposes, as more fully described in the attached Proxy Statement:
(1) To elect five members of the Board of Directors of the Company to serve
until the next annual meeting of stockholders or until their respective
successors are elected and qualified;
(2) To approve a proposal to amend the Articles of Incorporation to
increase the authorized Common Stock from 185,000,000 to 350,000,000 shares;
(3) To amend the 2003 Stock Option Plan to increase the number of shares
available for grant from 25,000,000 to 40,000,000;
(4) To ratify the appointment of Balukoff Lindstrom & Co., P.A. as the
Company's independent auditors for the fiscal year ending June 30, 2005; and
(5) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on October 29, 2004,
as the record date for determining the shareholders entitled to notice of and to
vote at the Annual Meeting or at any adjournment thereof. A complete list of
shareholders entitled to vote at the Annual Meeting will be open for examination
by any shareholder during ordinary business hours for a period of ten days prior
to the Annual Meeting at the Offices of the Company, 501 W. Broadway, Suite 200,
Idaho Falls, Idaho 83402.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
IMPORTANT
You are cordially invited to attend the Annual Meeting in person. In order
to ensure your representation at the meeting, however, please promptly complete,
date, sign and return the enclosed proxy in the accompanying envelope. If you
should decide to attend the Annual Meeting and vote your shares in person, you
may revoke your proxy at that time.
By Order of the Board of Directors,
Dr. Dennis D. Keiser
President, Chief Executive
and Chairman of the Board
October 28, 2004
3
INTREPID TECHNOLOGY & RESOURCES INC.
501 WEST BROADWAY, SUITE 200
IDAHO FALLS, IDAHO 83402
_________________________
PROXY STATEMENT
OCTOBER 28, 2004
_________________________
This proxy statement contains information related to the annual meeting of
shareholders of Intrepid Technology & Resources Inc. to be held on Tuesday,
December 14, 2004, at the Company's Corporate Headquarters, 501 W. Broadway,
Suite 200, Idaho Falls, Idaho 83402, at 9:00 a.m. local time, and at any
postponements or adjournments thereof. The Company is making this proxy
solicitation.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the Company's annual meeting, shareholders will act upon the matters
outlined in the notice of meeting on the cover page of this proxy statement,
which relates to the election of directors, the approval of an amendment to the
Company's Certificate of Incorporation to increase the authorized common stock
to 350,000,000 shares, to the approval to amend the 2003 Stock Option Plan to
increase the number of shares available for grant to 40,000,000, and to ratify
the appointment of Balukoff Lindstrom & Co., P.A. as the Company's independent
auditors for the fiscal year ending June 30, 2005.
WHO IS ENTITLED TO VOTE?
Only shareholders of record on the close of business on the record date,
October 29, 2004, 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 postponements or adjournments of the meeting. Each outstanding share of
capital stock will be entitled to the number of votes set forth in the following
table on each matter to be voted upon at the meeting. The holders of common
stock vote together as a single class.
DESCRIPTION OF CAPITAL STOCK NUMBER OF VOTES TOTAL VOTES
- ---------------------------- ------------------ -----------
Common Stock One Vote Per Share 120,366,819
WHO CAN ATTEND THE ANNUAL MEETING?
All shareholders as of the record date, or their duly appointed proxies,
may attend the annual meeting. Seating, however, is limited. Admission to the
meeting will be on a first-come, first-serve basis. Registration will begin at
8:30 a.m., and seating will begin at 8:45 a.m. Each shareholder may be asked to
present valid picture identification, such as a driver's license or passport.
Cameras, recording devices and other electronic devices will not be permitted at
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
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the record date, the shareholders held a total of 120,366,819 votes. As such,
holders of at least 60,183,410 shares (i.e., a majority) must be present at the
---
meeting, in person or by proxy, to obtain a quorum. 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.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and return it
to the Company, then it will be voted as you direct. If you are a registered
shareholder and attend the meeting, then you may deliver your completed proxy
card in person or vote by ballot at the meeting. "Street name" shareholders who
wish to vote at the meeting will need to obtain a proxy form from the
institution that holds their shares.
WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
If you submit a proxy but do not indicate any voting instructions, then
your shares will be voted in accordance with the Board's recommendations.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy card, 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 recommendation
of the Board of Directors. The Board's recommendation is set forth together
with the description of such item in this proxy statement. In summary, the
Board recommends a vote:
- FOR the election of the nominated slate of directors (see page
9);
- FOR the approval of an amendment to the Company's Articles of
Incorporation to increase the authorized shares of the Company's
common stock to 350,000,000 shares (see page 14);
- FOR the approval of an amendment to the Company's 2003 Stock
Option Plan to increase the common stock available for grant to
40,000,000 shares (see page 18);
- FOR the approval to ratify the appointment of Balukoff Lindstrom
& Co., P.A. as the Company's independent auditors for the fiscal
year ending June 30, 2005
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 AND SELECTION OF INDEPENDENT ACCOUNTANTS. The
affirmative vote of a plurality of the votes cast at the meeting (regardless of
the class or series of stock held) is required for the election of directors and
the selection of the independent accounts. This means that the five nominees
will be elected if they receive more affirmative votes than any other person. A
properly executed proxy marked "Withheld" with respect to the election of any
director will not be voted with respect to such director indicated, although it
will be counted for purposes of determining whether there is a quorum.
5
INCREASE IN AUTHORIZED SHARES. For the approval of an amendment to the
Company's Articles of Incorporation to increase the authorized shares of the
Company's common stock to 350,000,000 shares and any other item that properly
comes before the meeting, the affirmative vote of the holders of a majority of
the shares present at the meeting at which a quorum exists will be required for
approval. A properly executed proxy marked "Abstain" with respect to 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," however, will be
counted in determining whether there is a quorum.
6
STOCK OWNERSHIP
The following table shows how many shares of Common Stock were beneficially
owned as of October 29, 2004 by certain stockholders and each of our directors
and executive officers as a group.
(a) BENEFICIAL OWNERS WHO OWN MORE THAN FIVE PERCENT (5%) OR MORE OF THE
COMPANY'S COMMON STOCK
Name and Address Number of Shares Percent of
of Beneficial Owner Beneficially Owned Class (4)
- ---------------------------- ------------------ -----------
Dr. Dennis D. Keiser (1) 10,156,114 8.23%
501 W. Broadway #200
Idaho Falls, Idaho 83402
Dr. Jacob D. Dustin (2) 8,031,001 6.51%
501 W. Broadway #200
Idaho Falls, Idaho 83402
Cordoba Corporation 6,785,402 5.64%
c/o David Rodli Law Offices
2001 S. Russell
Missoula, MT 59801
Whitesides Dairy 6,666,666 5.54%
719 E. 700 N.
Rupert, Idaho 83350
Donald J. Kenoyer (3) 6,451,001 5.25%
5395 Marbrisa Lane
Idaho Falls, Idaho 83404
- -----------------------------
(1) Dr. Keiser's beneficial shares include 6,247,022 shares of common stock
owned by him and his wife and 909,092 owned by his children, and 3,000,000
shares subject to options exercisable within 60 days.
(2) Dr. Dustin's beneficial shares include 3,406,001 shares of common stock
owned by him and his wife and 1,625,000 owned by his children, and 3,000,000
shares subject to options exercisable within 60 days.
(3) Mr. Kenoyer's beneficial shares include 3,951,001 shares of common
stock and 2,500,000 shares subject to options exercisable within 60 days.
(4) Applicable percentage of ownership is based on shares of common stock
outstanding as of the record date together with securities exercisable or
convertible into shares of common stock within 60 days of October 29, 2004 for
each stockholder. Beneficial ownership is determined in accordance with the
rules of the SEC and generally includes voting or investment power with respect
to securities. Shares of common stock subject to securities exercisable or
convertible into shares of common stock that are currently exercisable or
exercisable within 60 days of October 29, 2004 are deemed to be beneficially
owned by the person holding such options for the purpose of computing the
percentage of ownership of such person, but are not treated as outstanding for
the purpose of computing the percentage ownership of any other person.
7
(b) DIRECTORS AND EXECUTIVE OFFICERS
Amount and Nature of Beneficial
----------
Name of Beneficial Owner Ownership Percent of Class
------------------------ --------- ----------------
DIRECTORS
Dr. Dennis D. Keiser, (Director and 10,156,114 8.23%
Officer)
Dr. Jacob D. Dustin, (Director and 8,031,001 6.51%
Officer)
Michael F. LaFleur, (Director) 1,944,470 1.61%
William R. Myers, (Director) 2,142,526 1.77%
D. Lynn Smith, (Director) 600,000 *
ALL DIRECTORS AND EXECUTIVE OFFICERS 22,874,111 17.95%
AS A GROUP
* indicates less than 1%
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors and executive officers file reports with the Securities and
Exchange Commission indicating the number of shares of any equity securities
they owned when they became a director or officer and after that any changes in
their ownership of common stock. Section 16(a) of the Securities Exchange Act
of 1934 requires these reports. We have reviewed copies of these reports and
based on a review of those reports we believe that during the year 2004 all
Section 16 recording requirements applicable to our officers and directors were
complied with except: All directors filed a timely Form 5 in 2004.
8
PROPOSAL 1 - ELECTION OF DIRECTORS
The following five persons have been nominated by the Board of Directors
for election at this annual meeting to hold office until the next annual meeting
and the election of their successors.
Director nominees standing for election to serve until the Annual Meeting
in 2005 are:
DIRECTOR
--------
NAME AGE POSITION WITH COMPANY RESIDENCE SINCE
- ---- --- --------------------- --------- -----
Dennis D. Keiser 65 Director, President and CEO Idaho Falls, ID 2001
Jacob D. Dustin 56 Director, Vice President,
Secretary and Treasurer Idaho Falls, ID 2001
Michael F. LaFleur 64 Director Baton Rouge, LA 2002
William R. Myers 62 Director Las Cruses, NM 2002
D. Lynn Smith 54 Director Idaho Falls, ID 2002
DENNIS D. KEISER
- ------------------
Mr. Keiser has served the Company as a director and its president and chief
executive officer since 2002. In 2001 he was a founder of Western Technology
Management, which ultimately merged into the Company. Prior to that he managed
a Science and Technology Laboratory for the United States Department of Energy,
involved in energy and environmental research and development.
JACOB D. DUSTIN
- -----------------
Mr. Dustin has served as a director, vice president, secretary and
treasurer of the Company since 2002. From 1999 to 2000 Bechtel Corporation at
the Idaho National Engineering and Environmental Laboratory employed him. From
1995 to 1999 he was an employed by Parsons, an architectural and engineering
firm. In 1995 he retired from the United States Air Force with the rank of
Colonel.
MICHAEL F. LAFLEUR
- --------------------
Mr. LaFleur, a director since 2002, has for the past five years has been
managing director of Paloma Resources Group Consultants in the natural resources
industry and chairman, chief executive officer and director of Gold Express
Corporation from 1990 to 1993. Prior to that, he served in various executive
capacities.
WILLIAM R. MYERS
- ------------------
Mr. Myers, a director since 2002, has for the past five years been
president of Myers Associates International, Inc., which provides technical and
management consulting, business development and construction management for
domestic and international firms.
D. LYNN SMITH
- ---------------
Mr. D. Lynn Smith, a director since 2002, has been a Certified Public
Accountant for the past thirty years, as a principal in the accounting firm of
Galusha, Higgins and Galusha, P.C., of Idaho Falls, Idaho.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES.
During the year ended June 30, 2004, the Board of Directors held two
meetings, two formal telephone conference meetings, and twelve informal
telephone conference meetings. All of the directors attended at least 75% of
the meetings of the Board. The members of the Board of Directors serve as the
Executive Committee and Nominating Committee. The Compensation Committee and
Audit Committee, members are Messrs. D. Lynn Smith, William R. Myers, and
Michael F. LaFleur.
9
The Nominating Committee met once during 2004, recommending the five directors
stand for election at the annual shareholders meeting in 2004.
The members of the Audit Committee are currently Messrs. Smith, LaFleur, and
Myers, and Mr. D. Lynn Smith was appointed as chairman of the Audit Committee in
September 2002. The Audit Committee reviews the proposed plan and scope of the
Company's annual audit as well as the results when it is completed. The
Committee reviews the services provided by the Company's independent auditors
and their fees. The Committee meets with the Company's financial officers to
assure the adequacy of the Company's accounting principles, financial controls
and policies. The Committee is also charged with reviewing transactions that may
present a conflict of interest on the part of management or directors. The Audit
Committee meets at least quarterly to review the financial results, discuss the
financial statements and make recommendations to the Board. Other items of
discussion include the independent auditors' recommendations for internal
controls, adequacy of staff, and management's performance concerning audit and
financial controls. The Audit Committee met 4 times in 2004.
The Compensation Committee met once in 2004, for the January 1, 2004, approval
and issuance of stock options to Company employees and Board members. This
stock option issuance is accounted for as fiscal year 2004, ending June 30,
2004.
DIRECTORS' COMPENSATION
- ------------------------
During fiscal year 2004, the Board members served without direct
compensation other than the non-employee directors Messrs. Smith, LaFleur,
Myers, who each received 300,000 options issued under the 2003 Stock Option Plan
on January 1, 2004 at a market value of $.035; and no other fees were accrued or
paid to them.
MANAGEMENT REMUNERATIONS AND TRANSACTIONS
COMPENSATION OF EXECUTIVE OFFICERS
- -------------------------------------
The following are the executive officers (named executive officers) of the
Company:
NAME AGE POSITION WITH COMPANY, PRINCIPAL OCCUPATION
- ---- --- -------------------------------------------
Dr. Dennis D. Keiser 65 Director, Chairman, Chief Executive Officer and
President since 2001
Dr. Jacob D. Dustin 56 Vice President, Secretary and Treasurer since 2001
CORPORATE GOVERNANCE RESPONSIBILITY
The Board of Directors is ultimately responsible for the Company's corporate
governance. Good corporate governance ensures that the Company complies with
federal securities laws and regulations, including those promulgated under the
Sarbanes-Oxley Act of 2002. The Board of Directors has adopted a Code of Ethics
for the Chief Executive Officer and Vice-President Secretary and Treasurer.
The Code of Ethics is attached as Exhibit A.
EXECUTIVE COMPENSATION
The following table shows, for each of the three years ended, compensation
awarded or paid to, or earned by the Company's Chief Executive Officer and its
other most highly compensated management employee at June 30, 2004 and the prior
two years in all capacities.
Deferred All Other
-------------
Name and Principal Position Annual Compensation Compensation Compensation (4)
Number Market
------ ------
Year Salary Bonus Salary of shares Value
------ -------- ------- ------------- --------- ------------
Dr. Dennis D. Keiser (5) 2004 $ 79,320 -0- -0- 2,000,000 $ 70,000
Chairman, Chief Executive 2003 $ 93,538 -0- -0- 1,050,000 $ 11,300
Officer and President
President 2002 $ 81,200 -0- $ 93,135 7,481,114 $ 15,000
Dr. Jacob D. Dustin (6) 2004 $ 81,120 -0- -0- 2,000,000 $ 70,000
Vice President, Secretary, 2003 $ 81,120 -0- -0- 1,030,000 $ 10,900
and Treasurer 2002 $ 10,395 -0- $ 46,025 3,938,501 $ 15,000
Donald J. Kenoyer 2004 110,375 1,500,000 $ 52,500
Engineering Manager 2003 $ 90,825 -0- -0- 1,050,000 $ 11,300
- -----------------------------
(4) Other Compensation was used in exchange for common shares of equal
value and for the merger and engineering evaluation.
(5) Dennis D. Keiser received Other Compensation as a result of the Iron
Mask Mining Company merger with Intrepid and Western Engineering, for 7,293,614
common shares in exchange for shares of equal value from the merging company
Iron Mask Mining Company on April 29, 2002, and 187,500 common shares for an
engineering evaluation for a market value of $15,000. In fiscal year 2003, he
received 1,000,000 common stock
10
The Company has a stock option plan for the issuance of options; however in
fiscal 2004 the officers did not elect to take deferred compensation but was
paid a portion of deferred compensation in common stock and options.
The Company, on a discretionary basis, may grant options to its executive
officers, and key employees under the 2003 Stock Option Plan. As of June 30,
2004, options to purchase 22,856,100 shares were outstanding with 2,143,900
shares remaining available for grant. The following table provides information
concerning fiscal year 2004, stock option grants to the Company's executive
officers and key employees.
FISCAL YEAR 2004 OPTION GRANTS
Individual
Grants Potential Value at
Number of Percent of all Realizable Assumed
Securities Options Annual Rates of Stock Price
Underlying Granted to Exercise Appreciation for Option Term
---------------------------------
Name Options Employees Price Expires 5% 10%
---- ------- --------- ----- ------- -- ---
D. Keiser 2,000,000 15.54% .035 1/1/2009 $ 19,340 $ 37,611
J. Dustin 2,000,000 15.54% .035 1/1/2009 $ 19,340 $ 37,611
D. Keynoyer 1,500,000 11.66% .035 1/1/2009 $ 14,505 $ 28,209
B. Frazee 1,500,000 11.66% .035 1/1/2009 $ 14,505 $ 28,209
B. Frazee 2,000,000 15.54% .04 8/31/2009 $ 22,103 $ 42,984
- --------------------------------------------------------------------------------
options on December 20, 2002, and 50,000 shares of S-8 common stock. In fiscal
year 2004, he received 2,000,000 common stock options on January 1, 2004.
(6) Jacob D. Dustin received Other Compensation as a result of the Iron
Mask Mining Company merger with Intrepid and Western Engineering, for 3,751,001
common shares in exchange for shares of equal value from the merging company
Iron Mask Mining Company on April 16, 2002, and 187,500 common shares for an
engineering evaluation for a market value of $15,000. In fiscal year 2003, he
received 1,000,000 common stock options on December 20, 2002, and 30,000 shares
of S-8 common stock. In fiscal year 2004, he received 2,000,000 common stock
options on January 1, 2004.
(7) All options granted were exercisable as of the option grant dates,
which were December 20, 2002 and January 1. 2004.
11
There is no assurance provided to any executive officer or any other holder
of the Company's securities that the potential realizable value shown in the
table above, which is based on assumed 5% and 10% annual rates of compounded
stock price appreciation over the term of the options as required under the
rules of the Securities and Exchange Commission, will be realized. Actual gains,
if any, on option exercises are dependent on the future performance of the
Company's common stock and overall market conditions.
The following table provides information concerning executive officers' and
key employees stock options exercised in 2004, and those remaining outstanding
at the end of 2004.
Shares Number of Shares Underlying Value of Unexercised In-the
Acquired on Value Unexercised Options Money (8)Options at FYE
--------------------------- -----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
D. Keiser -0- -0- 3,000,000 -0- $ 40,000 -0-
J. Dustin -0- -0- 3,000,000 -0- $ 40,000 -0-
D. Keynoyer -0- -0- 2,500,000 -0- $ 22,500 -0-
B. Frazee -0- -0- 3,700,000 -0- $ 76,500 -0-
COMPENSATION COMMITTEE REPORT
The Compensation Committee members are Messrs. Lynn Smith, William Myers,
and Michael LaFleur. They are responsible for developing and making decisions
with respect to the Company's executive compensation policies. For the upcoming
fiscal year 2005, the Committee also intends to review and approve the Company's
compensation and benefit plans and continue to administer the key employee and
executive officer 2003 Stock Option Plan.
The Company believes that executive compensation should reflect value created
for stockholders in furtherance of the Company's strategic goals. The following
objectives are among those utilized by the Compensation Committee:
1. Executive compensation should be meaningfully related to long-term and
short-term value created for stockholders.
2. Executive compensation programs should support the long-term and short-term
strategic goals and objectives of the Company.
3. Executive compensation programs should reflect and promote the Company's
overall value, business growth and reward individuals for outstanding
contributions to the Company.
4. Short and long term executive compensation are critical factors in
attracting and retaining well-qualified executives.
BASE SALARY -- The Compensation Committee, in determining the appropriate base
salaries of its executive officers, generally considers the level of executive
compensation in similar companies in the industry. The Compensation Committee
also considers (i) the performance of the Company and contributing roles of the
individual executive officers, (ii) the particular executive officer's specific
experience and responsibilities, and (iii) the performance of each executive
officer, and (iv) it should be noted as indicated in the Summary Compensation
Table above that the executive officers received a portion of their salary and
the balance was deferred. The base salaries for 2004, were established by the
Committee at levels believed to be at or somewhat below competitive amounts paid
to executives of companies in the environmental industry with comparable
qualifications, experience and responsibilities. During 2004, Dr. Dennis D.
Keiser, the Chief Executive Officer of the Company, received a
- -----------------------------
(8) A stock option is considered to be "in-the-money" if the price of the
related stock is higher than the exercise price of the option. The closing
market price of the Company's common stock was $.07 per share on the Over the
Counter Bulletin Board Market at the close of business on June 30, 2004.
12
base salary of $79,320, which the Committee believes to be below average for the
base salary of chief executive officers with comparable qualifications,
experience and responsibilities of other companies in the engineering and mining
industry. The base salary of Dr. Jacob D. Dustin was $81,120 and is also below
the industry average for his appointment as Vice President, Secretary and
Treasurer. The executive officers, Dr. Keiser and Dr. Dustin, both voluntarily
deferred 45% and 35% of their base salaries respectively for the entire fiscal
year 2004, and then forgave the same in an effort to assist the Company meet its
cash flow requirements and to help reduce the Company liabilities.
The Company does not provide any retirement, pension, or 401(k) plan for
any employees.
ANNUAL INCENTIVES -- The bonus program provided for no bonuses in 2004. The
Compensation Committee has not yet approved a management bonus plan for 2005.
LONG-TERM INCENTIVES -- The stock option program is the Company's long-term
incentive plan for executive officers and key employees. The objectives of the
stock option program are to align executive officer compensation and shareholder
return, and to enable executive officers to develop and maintain a significant,
long-term stock ownership position in the Company's common stock. In addition,
grants of stock options to executive officers and others are intended to retain
and motivate executives to improve long-term corporate and stock market
performance. Stock options are to be generally granted at no less than market
values on the grant date, and will only have value if the Company's stock price
increases above the grant price.
- Michael F. LeFleur, Chairman
- William R. Myers
- D. Lynn Smith
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
BOARD RECOMMENDATION
The Board of Directors recommends a vote FOR the adoption of the proposal
#1, electing the nominated slate of directors
13
PROPOSAL 2 - AMENDMENT TO THE CERTIFICATE OF INCORPORATION
The Company currently has 185,000,000 shares of authorized common stock,
and 5,000,000 shares of preferred stock. The Board of Directors has approved an
amendment to the Certificate which would allow the total number of shares of all
classes of stock to be 355,000,000 and divides that between 350,000,000 shares
of common stock $.005 par value and 5,000,000 of preferred stock par value $1.00
per share. This amendment would increase the present number of authorized common
shares from 185,000,000 to 350,000,000.
The following is the text of the proposed amendment to Article V (Fifth) to
the Company's Articles of Incorporation as follows:
The total number of shares which the corporation shall have
authority to issue is: three hundred fifty-five million
(355,000,000), of which three hundred fifty million
(350,000,000) shares at the par value of $.005 each shall be
designated common stock and of which five million
(5,000,000) shares at the par value of $1.00 shall be
designated preferred stock.
Shares of preferred stock may be issued from time to time in
one or more series, each of such series to have distinctive
serial designations which may be by distinguishing number,
letter, or title as shall hereafter be determined together
with such voting powers, rights of redemption, dividends and
liquidation preferences all of which shall hereafter be
determined in the resolution or resolutions providing for
the issue of such preferred stock from time to time adopted
by the Board of Directors of the Company, pursuant to
authority so to do which is hereby conferred upon and
invested in the Board of Directors.
VOTE REQUIRED
The affirmative vote of the majority of the outstanding shares of common
stock is required to approve the amendment. If approved, no further stockholder
approval would be required to issue shares of either common stock or preferred
stock.
PURPOSES AND EFFECTS OF THE AMENDMENT
The Company is in the process of constructing a BioFuels digester plant in
Southern Idaho, which is to be one of several facilities for the production of
renewable energy. The Company has determined that additional financing is
required in order for the Company to continue to expand its business activities.
To secure the required projects funding the Company entered into a Securities
Purchase Agreement on October 13, 2004 (described below). To assure the
availability of an adequate supply of authorized but unissued shares for this
new securities purchase agreement and to cover the existing stock options, and
those of Proposal #3 herein, along with the conversion rights of preferred stock
if issued and later exercised; the Board of Directors has determined that these
additional shares need to be available which would increase the authorized
common stock to 350,000,000 shares.
As of October 22, 2004, there were 120,366,819 shares of common stock
issued, another 23,745,900 in stock options, and a need for approximately
40,000,000 for conversion rights on preferred stock, of which none have been
issued to date, all totaling about 184,113,000. The number of shares needed
for the future totals 165,000,000 shares, allocating this availability to
approximately 100,000,000 shares issuable upon conversion of the debentures sold
under the Securities Purchase Agreement dated October 13, 2004 (as more fully
described below), 50,000,000 under the Standby Equity Distribution Agreement (as
more fully described below) and 15,000,000 shares for Proposal #3 reloading the
2003 Stock Option Plan. Therefore, the combined total number of shares needed
by this amendment is 350,000,000.
The financing agreement the Company entered into on October 13, 2004 is a
Securities Purchase Agreement with Cornell Capital Partners, LP. Pursuant to the
Securities Purchase Agreement, the Company shall issue convertible debentures to
Cornell Capital Partners, LP in the original principal amount of $750,000. The
$750,000 will be disbursed as follows: (i) $450,000, within five days of the
closing of all the transaction documents
14
with Cornell Capital Partners, L.P., (ii) $150,000, within five days of the
filing of a registration statement related to the shares issueable upon
conversion of the convertible debentures, and (iii) the remaining $150,000,
within five days of the registration statement being declared effective by the
SEC. The debentures are convertible at the holder's option any time up to
maturity at a conversion price equal to the lower of (i) 120% of the Volume
Weighted Average Price of the common stock on the date of the Securities
Purchase Agreement or (ii) 80% of the Volume Weighted Average Price of the
common stock of the Company for the five trading days immediately preceding the
conversion date. The debentures are secured by the assets of the Company. The
debentures have a three-year term and accrue interest at 5% per year. Cornell
Capital Partners, LP will receive 10% of the gross proceeds of the convertible
debentures, paid directly from escrow upon each funding disbursement described
above. At maturity, the debentures will automatically convert into shares of
common stock at a conversion price equal to the lower of (i) 120% of the Volume
Weighted Average Price of the common stock on the date of the Securities
Purchase Agreement or (ii) 80% of the Volume Weighted Average Price of the
common stock of the Company for the five trading days immediately preceding the
conversion date.
The second and third fundings in the agreement with Cornell Capital
Partners, LP are conditioned upon the Company increasing its authorized shares
of common stock to at least 250,000,000 shares. In the related registration
rights agreement, the Company agreed to registered 99,522,292 shares of common
stock for possible conversion of the $750,000 of convertible debentures.
On October 13, 2004, the Company also entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners, LP. Pursuant to the
Standby Equity Distribution Agreement, the Company may, at its discretion,
periodically sell to Cornell Capital Partners, LP shares of common stock for a
total purchase price of up to $25.0 million. For each share of common stock
purchased under the Standby Equity Distribution Agreement, Cornell Capital
Partners LP will pay the Company 99% of, or a 1% discount to, the lowest closing
bid price of the Company's common stock on the Over-the-Counter Bulletin Board
or other principal market on which the Company's common stock is traded for the
five days immediately following the notice date. Cornell Capital Partners, LP
will retain 5% of each advance under the Standby Equity Distribution Agreement.
Cornell Capital Partners, LP also received $500,000 worth of common stock of the
Company or 10,425,532 shares as a fee under the Standby Equity Distribution
Agreement. Cornell Capital Partner's obligation to purchase shares of the
Company's common stock under the Standby Equity Distribution Agreement is
subject to certain conditions, including the Company obtaining an effective
registration statement for shares of common stock sold under the Standby Equity
Distribution Agreement and is limited to $350,000 per weekly advance and
$1,200,000 per 30 days. The Company shall also pay Newbridge Securities
Corporation a fee equal to $10,000 of the Company's common stock, or 212,765
shares under a placement agent agreement relating to the Standby Equity
Distribution Agreement. The Company intends to file a registration statement
registering 50,000,000 shares of common stock for possible use under the Standby
Equity Distribution Agreement.
Stockholders of the Company have no preemptive rights with respect to
additional shares being authorized.
There are certain advantages and disadvantages of voting for the
authorization of shares of common stock. The advantages include:
- The ability to fulfill the Company's obligation under the
Registration Rights Agreement with Cornell Capital Partners, LP
and to raise capital by issuing shares to Cornell Capital
Partners, LP under the Standby Equity Distribution Agreement.
- The ability to raise additional capital by issuing common stock
under possible financing transactions, if any.
- To have shares of common stock available to pursue business
expansion opportunities, if any.
The disadvantages include:
- Dilution to the existing shareholders, which could cause the
market price of our stock to decline.
15
- The issuance of authorized but unissued common stock could be
used to deter a potential takeover of the Company that may
otherwise be beneficial to shareholders by diluting the shares
held by a potential suitor or issuing shares to a shareholder
that will vote in accordance with the desires of the Company's
Board of Directors, at that time. A takeover may be beneficial to
independent shareholders because, among other reasons, a
potential suitor may offer such shareholders a premium for their
shares of stock compared to the then-existing market price. The
Company does not have any plans or proposals to adopt provisions
or enter into agreements that may have material anti-takeover
consequences.
Except as described above, the Company is not considering any financing
transactions, acquisitions or other corporate purposes to issue to increased
shares of authorized common stock.
DESCRIPTION OF CAPITAL STOCK
The Company currently has registered capital stock with authority to issue:
one hundred ninety million (190,000,000), of which one hundred eighty-five
million (185,000,000) shares at the par value of $.005 each are designated
common stock and of which five million (5,000,000) shares at the par value of
$1.00 are designated preferred stock.
COMMON STOCK
The Company has registered common stock, par value $.005 per share, voting
rights of one vote per share, with no preemptive rights, non-cumulative, and no
redemption or liquidations. There are currently 185,000,000 shares authorized,
and 120,366,819 shares issued and outstanding.
PREFERRED
The Company has no issued or outstanding shares of Preferred Stock.
WARRANTS
The Company has no issued or outstanding warrants.
DEBENTURES
The Company shall issue convertible debentures to Cornell Capital Partners,
LP in the original principal amount of $750,000. The $750,000 will be disbursed
as follows: (i) $450,000, within five days of the closing of all the transaction
documents with Cornell Capital Partners, L.P., (ii) $150,000, within five days
of the filing of a registration statement related to the shares issueable upon
conversion of the convertible debentures, and (iii) the remaining $150,000,
within five days of the registration statement being declared effective by the
SEC. The debentures are convertible at the holder's option any time up to
maturity at a conversion price equal to the lower of (i) 120% of the Volume
Weighted Average Price of the common stock on the date of the Securities
Purchase Agreement or (ii) 80% of the Volume Weighted Average Price of the
common stock of the Company for the five trading days immediately preceding the
conversion date. The debentures are secured by the assets of the Company. The
debentures have a three-year term and accrue interest at 5% per year. Cornell
Capital Partners, LP will receive 10% of the gross proceeds of the convertible
debentures, paid directly from escrow upon each funding disbursement described
above. At maturity, the debentures will automatically convert into shares of
common stock at a conversion price equal to the lower of (i) 120% of the Volume
Weighted Average Price of the common stock on the date of the Securities
Purchase Agreement or (ii) 80% of the Volume Weighted Average Price of the
common stock of the Company for the five trading days immediately preceding the
conversion date.
OPTIONS
The Company has available for issue 2,143,900 options, and has issued
22,856,100 under the 2003 Stock Option Plan. The options issued will expire
five years from the date of issue and were all vested 100% at the date of
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issue. The purchase price payable to exercise an option is set at the fair
market value of the Common Stock on the date the option is granted. Payment in
full for the number of shares purchased upon the exercise of options is
required.
TRANSFER AGENT
The Transfer Agent is Columbia Stock Transfer Company, P.O. Box 2196, Coeur
d'Alene, Idaho 83816-2196, telephone 208-664-3544.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE ARTICLES OF INCORPORATION
AUTHORIZED AND UNISSUED STOCK. Authorized but unissued shares of common
stock would be available for future issuance without our shareholders' approval.
These additional shares may be utilized for a variety of corporate purposes
including but not limited to future public or direct offerings to raise
additional capital, corporate acquisitions and employee incentive plans. The
issuance of such shares may also be used to deter a potential takeover of the
Company that may otherwise be beneficial to shareholders by diluting the shares
held by a potential suitor or issuing shares to a shareholder that will vote in
accordance with the Company's Board of Directors' desires at that time. A
takeover may be beneficial to shareholders because, among other reasons, a
potential suitor may offer shareholders a premium for their shares of stock
compared to the then-existing market price.
The existence of authorized but unissued and unreserved shares of preferred
stock may enable the Board of Directors at that time to issue shares to persons
friendly to current management, which would render more difficult or discourage
an attempt to obtain control of the Company by means of a proxy contest, tender
offer, merger or otherwise, and thereby protect the continuity of the Company's
management.
BOARD RECOMMENDATION
The Board of Directors recommends a vote FOR the adoption of the proposal
#2, to amend the certificate to increase the authorized common stock.
17
PROPOSAL 3 - AMENDMENT TO THE 2003 STOCK OPTION PLAN
The Company currently maintains a 2003 Stock Option Plan (the "Plan"),
which provides under the Plan, options to acquire up to 25,000,000 shares of
common stock which may be granted to the Company's directors, officers,
employees and consultants. The Board of Directors believes that stock options
are an important component of our overall compensation and incentive strategy
for employees, directors, officers and consultants. Employees at all levels and
by directors, officers and consultants commit us to broad-based participation in
the stock option program. We believe that the stock option program is important
in order to maintain our culture, employee motivation and continued success.
There are currently only 2,143,900 options available for grant under the Plan.
If approved by stockholders, the amendment to the Plan will make an
additional 15,000,000 options available for issuance. The following is a summary
of the principal features of the current Plan.
SHARES SUBJECT TO THE PLAN. Currently, up to an aggregate of 25,000,000 shares
of the Company's Common Stock may be issued under the Plan. If amended, the Plan
will provide for an aggregate of 40,000,000 shares of Common Stock to be issued
(an increase of 15,000,000 shares). Shares, which are not issued prior to
expiration or termination of an option, will be available for future option
grants and do not increase the aggregate number of shares available under the
Plan.
DESCRIPTION OF THE 2003 STOCK OPTION PLAN
TYPE OF OPTIONS. Two types of options may be granted under the Plan:
(1) options intended to qualify as incentive stock options under the Internal
Revenue Code, and (2) non-qualified stock options not specifically authorized or
qualified for preferential federal income tax consequences. Generally, gains on
the stock purchased through the exercise of incentive stock options are taxed to
the recipient upon the sale of the stock. Gains in respect of non-qualified
stock options are taxed upon the exercise of the option.
ADMINISTRATION. The Plan is administered by the Company's Compensation
Committee, which is comprised of directors who are also eligible to participate
the Plan.
ELIGIBILITY AND PARTICIPATION. All employees, including employee directors,
directors, and consultants of the Company are eligible to participate in the
Plan.
RIGHTS AS A STOCKHOLDER. Except as expressly provided in the Plan, the
recipient of an option has no rights as a stockholder (such as voting or
dividends) with respect to shares covered by the recipient's option until the
date of issuance of a stock certificate for such shares.
TRANSFERABILITY. During the life of the option holder, any stock option
will be exercisable only by the recipient, and will be transferable only by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order.
DURATION OF THE PLAN. The Plan is effective until all options have been
granted under the Plan or ten years from December 6, 2002 the date the Plan was
originally started and approved.
PURCHASE PRICE. The purchase price payable to exercise an option is set at
the fair market value of the Common Stock on the date the option is granted.
Payment in full for the number of shares purchased upon the exercise of options
is required. On October 22, 2004 the closing price for the Common Stock on the
Over the Counter Trading Market was $.045 per share.
BASIC TERMS OF OPTIONS. Each option is evidenced by a stock option
agreement containing terms and conditions not inconsistent with the provisions
of the Plan. The Compensation Committee has discretion to set vesting schedules
for options. When vested, options are exercisable in whole or in part upon grant
until the option
18
terminates or expires. Vested Non-qualified Stock Options expire within 10 years
of grant and terminate 2 months after termination of employment or one year
following the death of the holder.
BOARD RECOMMENDATION
The Board of Directors recommends that stockholders vote FOR the adoption
of the proposal #3, to increase shares available for grant under the 2003 Stock
Option Plan. Proposal #3 will be adopted if a majority of the outstanding
common stock represented at the Meeting is voted in favor.
19
PROPOSAL 4 - RATIFICATION OF THE SELECTION OF AUDITORS
AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO AUDITOR
The Audit Committee of the Company is responsible for assisting the Board
in monitoring the integrity of the financial statements of the Company.
Management is responsible for the Company's internal controls and the financial
reporting process. The external auditor's responsible for performing an
independent audit of the Company's financial statements in accordance with
generally accepted auditing standards and to issue a report thereon. The
committee's responsibility is to monitor and oversee these processes. As part
of its activities, the committee:
1. reviewed and discussed with management the audited financial statements of
the Company;
2. discussed with the independent auditors the matters required to be
communicated under Statement and Auditing Standards No. 61 (Communications
with Audit Committees);
3. received the written disclosures and letter from the independent auditors
required by Independent Standards Board Standard No. 1 (Independent's
Discussion with Audit Committee); and
4. discussed with independent auditors their independence.
Based on the review and discussions referred to above, the committee
recommended to the Board of Directors that the audited financial statements of
the Company for the year end of June 30, 2004, be included in the Company's
annual report on Form 10-KSB filed with the Securities and Exchange Commission.
The Audit Committee of the Company, which has not yet adopted a charter,
consists of the following members:
- D. Lynn Smith, Chairman
- Michael F. LeFleur
- William R. Myers
AUDIT FEES
The aggregate fees billed to us by Balukoff Lindstrom & Co. PA, for the
audit of our financial statements and all amendments for the fiscal years ended
June 30, 2003, and 2004, and for reviews of financial statements included in our
quarterly reports on Form 10-QSB and amendments thereto, for the fiscal years
2003, and 2004, respectively were $43,490 and $54,915. There were no other
services performed by Balukoff Lindstrom & Co. PA, for the Company, except for
$1,750 of fees for 2004 tax discussion.
The Audit Committee of the Board of Directors has appointed Balukoff
Lindstrom & Co. PA (Balukoff, Lindstrom) as independent auditors to audit the
financial statements of the Company for the year ended June 30, 2005. Balukoff,
Lindstrom has examined the financial statements of the Company for the fiscal
years ending June 30, 2002, 2003, and 2004. Representatives of Balukoff,
Lindstrom are expected to be present at the Annual Meeting and will be available
to answer questions and will have the opportunity to make a statement if they
desire to do so.
While not required to do so, the Board of Directors has submitted the
selection of Balukoff, Lindstrom to serve as our external auditors for the
fiscal year ending June 30, 2005, for ratification or to ascertain the views of
the stockholders on this appointment.
20
BOARD RECOMMENDATION
The Board of Directors recommends that you vote FOR the adoption of the
proposal #4, to ratify the selection of Balukoff Lindstrom & Co. PA as the
independent auditors of the Company for the fiscal year ending June 30, 2005.
Proxies will be voted FOR ratified this selection unless otherwise specified.
21
OTHER MATTERS
As of the date of this proxy statement, our Company knows of no business
that will be presented for consideration at the meeting other than the items
referred to above. If any other matter is properly brought before the meeting
for action by shareholders, proxies in the enclosed form returned to our Company
will be voted in accordance with the recommendation of our Board of Directors
or, in the absence of such a recommendation, in accordance with the judgment of
the proxy holder.
ADDITIONAL INFORMATION
PROPOSALS OF SHAREHOLDERS FOR THE NEXT ANNUAL MEETING. Proposals of
shareholders intended for presentation at the 2005 annual meeting must be
received by Intrepid Technology & Resources, Inc. at our principal executive
offices at 501 W. Broadway, Suite 200, Idaho Falls, Idaho 83402, Attn: Corporate
Secretary, on or before June 15, 2005, in order to be included in the proxy
statement and form of proxy for that meeting. The proposal must comply with
Securities and Exchange Commission regulations regarding the inclusion of a
shareholder proposal in Company sponsored proxy materials.
PROXY SOLICITATION COSTS. Our Company is soliciting the enclosed proxies. The
cost of soliciting proxies in the enclosed form will be borne by our Company.
Officers and regular employees of our 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.
Our Company will, upon request, reimburse brokerage firms for their reasonable
expenses in forwarding solicitation materials to the beneficial owners of stock.
INCORPORATION BY REFERENCE. Certain financial and other information required
pursuant to Item 13 of the Proxy Rules is incorporated by reference to the
Company's Annual Report, which is on Form 10-KSB for the year ended June 30,
2004. A copy of the Annual Report may be obtained without charge by writing to
the Company at 501 W. Broadway, Suite 200, Idaho Falls, Idaho, 83402, Attn:
Corporate Secretary, or by telephone request to (208) 529-5337.
VOTING BY PROXIES. A properly executed proxy will be voted in accordance with
its terms. Unless you indicate otherwise, the Proxy Card will be voted FOR the
election of directors to serve as indicated, FOR the approval of the proposal to
amend the Articles of Incorporation to increase the authorized common stock, FOR
the approval to amend the 2003 Stock Option Plan to increase the number of
shares available for grant, FOR the ratification of Balukoff Lindstrom & Co. PA
as the Company's independent accountants, and in the discretion of the proxy for
any other proposal that may properly come before the meeting. A proxy may be
revoked at any time before it is voted.
BY ORDER OF THE BOARD OF DIRECTORS
Idaho Falls, Idaho Dr. Dennis D. Keiser
October 28, 2004 President, Chief Executive Officer and
Chairman of the Board
22
EXHIBIT A
---------
INTREPID TECHNOLOGY & RESOURCES, INC.
CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND VICE-PRESIDENT SECRETARY AND
TREASURER
The Company's Board of Directors has adopted the following Code of Ethics for
its Chief Executive Officer, Vice-President Secretary and Treasurer ("the
Executives").
To the best of their knowledge and ability, the Executives shall:
1. Act with honesty and integrity, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;
2. Comply with applicable governmental laws, rules and regulations;
3. Promote the prompt internal reporting of violations of this Code of Ethics to
the Audit Committee or the Board of Directors;
4. Respect the confidentiality of information acquired in the course of
employment;
5. Proactively promote ethical and honest behavior within the Company and its
consolidated subsidiaries.
6. The Executives are responsible for full, fair, accurate, timely and
understandable financial disclosure in reports and documents filed by the
Company with the Securities and Exchange Commission and in other public
communications made by the Company. The Company's accounting records must be
maintained in accordance with all applicable laws and standards, must be proper,
supported and classified, and must not contain any false or misleading entries.
7. The Executives are responsible for the Company's system of internal financial
controls. The Executives shall promptly bring to the attention of the Audit
Committee of the Board of Directors any information the Executives may have
concerning (a) significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize and report financial data, or (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.
8. The Executives may not compete with the Company. The Executives shall
promptly bring to the attention of the Board of Directors and the Audit
Committee any information the Executives may have concerning any actual or
apparent conflicts of interest between personal and professional relationships,
involving any management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.
9. The Company is committed to complying with both the letter and the spirit of
all applicable laws, rules and regulations. The Executives shall promptly bring
to the attention of the Board of Directors and the Audit Committee any
information the Executives may have concerning evidence of a material violation
of the securities or other laws, rules or regulations applicable to the Company
or its employees or agents.
10. The Executives shall promptly bring to the attention of the Board of
Directors and the Audit Committee any information the Executives may have
concerning any violation of this Code of Ethics. The Board of Directors may
determine, or designate appropriate persons to determine, appropriate additional
disciplinary or other actions to be taken in the event of violations of this
Code of Ethics by the Company's Chief Executive Officer, and Vice-President
Secretary and Treasurer.
AGREED AND ACKNOWLEDGED DATE
23
Please mark
your votes as
indicated in
this example
1. Election of Directors (to withhold
authority to vote for any individual
members, strike a line through the
members name in the list below) FOR all
nominees listed to the right (except as
marked to the contrary)
WITHHOLD AUTHORITY
to vote for all nominees listed to the right
Dr. Dennis D. Keiser Dr. Jacob D. Dustin Michael F. LaFleur William R. Myers D.Lynn Smith
FOR [_] AGAINST [_] ABSTAIN [_]
2. To approve a proposal to amend the Certificate of Incorporation to increase the
authorized Common Stock to 350,000,000 shares
FOR [_] AGAINST [_] ABSTAIN [_]
3. To amend the 2003 Stock Option Plan to increase the number of shares available for
grant from 25,000,000 to 40,000,000
FOR [_] AGAINST [_] ABSTAIN [_]
4. To ratify the appointment of Balukoff Lindstrom & Co., P.A. as the Company's independent
auditors for the fiscal year ending June 30, 2005
FOR [_] AGAINST [_] ABSTAIN [_]
5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
In their discretion, the proxies are authorized to vote upon such other matters
as come before the meeting.
Please sign below exactly as your name appears on this Proxy Card. If shares are
registered in more than one name, the signatures of all such persons are
required. A corporation should sign in its full corporate name by a duly
authorized officer, stating his/her title. Trustees, guardians, and
administrators should sign in their official capacity, giving their title as
such. Partnerships should sign in the partnership name by the authorized
person(s).
The undersigned acknowledge(s) receipt of the Notice of the aforesaid Annual
Meeting, the Proxy Statement and Annual Report accompany the same, each dated
December 5, 2004.
______________________________________ __________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE IF HELD JOINTLY
Date________________________________________________________, 2004
24
INTREPID TECHNOLOGY & RESOURCES, INC.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, hereby revoking all prior proxies, hereby appoints Dr. Dennis
D. Keiser and Dr. Jacob D. Dustin and each of them, proxies with full and
several power of substitution, to represent and to vote all the shares of Common
Stock of INTREPID TECHNOLOGY & RESOURCES, INC., that the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders of
INTREPID TECHNOLOGY & RESOURCES, INC., to be held on December 14, 2004, and at
any adjournment(s) thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATIONS ON THE
REVERSE SIDE. IN THE ABSENCE OF SUCH INDICATIONS, A SIGNED PROXY WILL BE VOTED
FOR PROPOSALS 1-5, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PROXY WITH RESPECT
TO ANY OTHER BUSINESS PROPERLY BEFORE THE MEETING.
25