ALLERGY IMMUNO TECHNOLOGIES
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 8, 2000
AND INFORMATION STATEMENT
Notice is hereby given that the Annual Meeting of Stockholders of
Allergy Immuno Technologies, Inc., a Delaware Corporation (herein called the
"Company"), will be held at the offices of the Company, 1527 Monrovia Avenue,
Newport Beach, California 92663 on November 8, 2000 at 10:00 A.M., local
California time.
The Annual Meeting will be held for the following purposes:
1. To elect a Board of Directors consisting of three (3)
directors.
2. To consider and act upon any other matters which may properly
come before the Annual meeting and any adjournment thereof.
In accordance with the provisions of the Company's Bylaws, the Board of
Directors has fixed the close of business on October 10, 2000, as the record
date for the determination of the holders of the Company's common stock, $.001
par value (the "Common Stock") entitled to notice of and to vote at said Annual
Meeting
The Company is not actively soliciting proxies, therefore no proxy card
accompanies this notice.
By Order of the Board of Directors
/s/ Zackary S. Irani
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Zackary S. Irani
Chief Executive Officer
Newport Beach, California
September 20, 2000
ALLERGY IMMUNO TECHNOLOGIES
1527 MONROVIA AVENUE
NEWPORT BEACH, CALIFORNIA 92663
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INFORMATION STATEMENT
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INTRODUCTION
This Information Statement is furnished by the Board of Directors of
ALLERGY IMMUNO TECHNOLOGIES, INC. (the "Company") in connection with the
election of Directors. This Information Statement and enclosed materials are
first being sent on or before the close of business on October 20, 2000, to
stockholders of record as of October 10, 2000 (the "Record Date").
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
OUTSTANDING SECURITIES AND VOTING RIGHTS
As of the Record Date, there were issued and outstanding 17,170,390
shares of the Company's Common Stock, $.001 par value (the "Common Stock" or the
"Voting Securities"), for the purpose of determining stockholders entitled to
receive this Information Statement
Each holder of Voting Securities is entitled to one vote for each share
of Voting Securities in his or her name on the books of the Company, as of the
Record Date, on any matter submitted to the vote of the stockholders.
2
ELECTION OF DIRECTORS
INFORMATION CONCERNING NOMINEES
The Bylaws of the Company authorize the Board of Directors to fix the
number of Directors between three (3) and twelve (12). The Board of Directors
has fixed the number of Directors at three (3) and nominated the persons listed
below for election to the Board. Three (3) of the three (3) nominees are
incumbent Directors. Each Director will be elected to hold office until the next
annual meeting of stockholders and until his or her successor has been duly
elected and qualified.
Each of the nominees has consented to be named in this Information
Statement and has consented to serve as a Director. However, should any nominee
named herein for the office of Director become unable or unwilling to accept
nomination or election, the Board of Directors may recommend and nominate
another person in the place and stead of such person. The Board of Directors has
no reason to believe that any substitute nominee will be required.
Zackary S. Irani, 34, is Director, Chief Executive Officer and Chairman
of the Board of AIT. He is currently President of ReadyScript (a subsidiary of
Biomerica) and Chairman of Biomerica, Inc., ("Biomerica") which owns 74.53% of
AIT. He has been with Biomerica over fourteen years and holds a B.S. degree from
Chapman University and an MBA from the University of California, Irvine. Mr.
Irani serves as President of ReadyScript, a director of Lancer Orthodontics and
Biomerica and has been a director of AIT since 1992.
Dr. Robert Orlando, 62, serves as the Medical Director of AIT and has
been a member of the board since 1986. Dr. Orlando is a pathologist as well as a
biophysicist and immunologist. Dr. Orlando, a graduate of the New Jersey
University of Medicine and the University of Chicago, is the Chief Pathologist
at Beverly Hospital. Dr. Orlando is a director of Biomerica and Lancer
Orthodontics. Dr. Orlando has been a director of AIT since 1986.
Janet Moore, 49, serves as Director, Secretary, Chief Financial Officer
and Chief Accounting Officer of AIT. She has worked for Biomerica for over
twenty-four years and holds a B.S. degree in business from Pepperdine
University. She is a Director of Lancer Orthodontics and Biomerica. Janet Moore
has been a Director of AIT since April 1997.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors meets during its fiscal year to review
significant developments affecting the Company and to act on matters requiring
Board approval. The Board of Directors met three (3) times. During that period,
all members of the Board participated in at least 75% of all Board and
applicable committee meetings.
The Company does not compensate Directors for service on the Board of
Directors. The Company did not grant any stock options to any of the Company's
Directors during the 2000 fiscal year.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term cash and
non-cash compensation paid by the Company for services rendered in all
capacities during the fiscal years ended May 31, 2000, 1999 and 1998 by the
Company's Chief Executive Officer and Chairman of the Board:
Long-Term Compensation
--------------------------------
Annual Compensation
-------------------- Awards Payout
--------------------- ---------
Restricted
Name and Principal Position Fiscal Salary Bonus Other Stock Options/ LTIP All Other
Year ($) ($) ($) Award(s)($) SARs(#) Payout($) Compensation($)(1)
- -------------------------------------------------------------------------------------------------------------------
Zackary Irani 2000 -0- -0- -0- -0- -0- -0- -0-
Chief Executive Officer and 1999 -0- -0- -0- -0- -0- -0- -0-
Chairman of the Board(1)(2) 1998 -0- -0- -0- 50,000 -0- -0- -0-
- -------------------------------------------------------------------------------------------------------------------
(1) All other compensation in the form of perquisites and other personal
benefits has been omitted because the aggregate amount of such perquisites
and other personal benefits constituted the lesser of $50,000 or 10% of the
total annual salary and bonus of the named executive for such year.
(2) Biomerica charges the Company a monthly administrative fee of $1,450 which
covers accounting, telephone, executive services, office supplies and other
miscellaneous expenses. Mr. Irani is not paid a salary by Biomerica for his
services to the Company, however, included in the $1,450 per month is $500
for Mr. Irani's services to the Company.
EMPLOYMENT AGREEMENTS
There are no employment agreements between the Company and its
employees.
STOCK OPTION GRANTS
No options were granted during the fiscal year ended May 31, 2000.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth information, as of October 1, 2000,
concerning shares of the Company's Voting Securities beneficially owned by (i)
each stockholder known by the Company to be the beneficial owner of more than 5%
of any class of the Company's outstanding Voting Securities, (ii) each Director
of the Company, and (iii) all officers and Directors of the Company as a group.
Unless otherwise indicated, each person listed has sole voting and investment
power over the shares beneficially owned by him or her, and the address of each
person listed is the same as that of the Company's principal office located at
1531 Monrovia Avenue, Newport Beach, California 92663.
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership(1) of Class
- -------------- ------------------- -------------------- --------
Common Stock Biomerica, Inc. (2) 12,797,108 74.53%
Common Stock Zackary Irani(3) 12,952,108 75.43%
Common Stock Robert Orlando 162,000 *
Common Stock Janet Moore(4) 865,350 5.03%
All Directors and officers Common Stock 13,979,458 81.41%
as a Group (3 persons)
- ----------------
(1) Beneficial ownership is determined in accordance with the applicable rules
under the 1934 Act. In computing the number of shares beneficially owned by
a person and the percentage ownership of that person, shares of Common
Stock subject to options held by that person that are currently
exercisable, or become exercisable within 60 days from the date hereof, are
deemed outstanding. However, such shares are not deemed outstanding for
purposes of computing the percentage ownership deemed outstanding of any
other person. Percentage of ownership is based on 17,170,390 shares of
Common Stock outstanding.
(2) Shares controlled by Zackary Irani
(3) Includes 12,797,108 shares owned by Biomerica, Inc. and controlled by
Zackary Irani by virtue of his position as President of Biomerica, Inc.
(4) Includes 20,000 shares of Common Stock owned by Ms. Moore's minor children.
*Represents less than 1% of the class of shares
5
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING FINANCIAL STATEMENTS AND NOTES
THERETO, IS BEING MAILED TO EACH STOCKHOLDER TOGETHER WITH THIS INFORMATION
STATEMENT. ADDITIONAL COPIES OF THE ANNUAL REPORT MAY BE OBTAINED BY
STOCKHOLDERS WITHOUT CHARGE BY WRITING TO THE COMPANY AT THE ADDRESS OF THE
COMPANY SET FORTH ON THE COVER OF THIS INFORMATION STATEMENT.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and certain of its officers, and persons who own more than
10% of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, Directors and greater than 10% stockholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form 5s were
required for those persons, the Company believes that during the fiscal year
ended May 31, 2000, all filing requirements applicable to its officers,
Directors and greater than 10% beneficial owners were complied with during the
fiscal year.
OTHER BUSINESS
No further business will be transacted by Written Consent to corporate
action in lieu of a meeting of stockholders to which this Information Statement
pertains.
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COSTS OF INFORMATION STATEMENT
This Information Statement has been prepared by the Company and its
Board of Directors, and the Company will bear the costs of distributing this
Information Statement to stockholders, including the expense of preparing,
assembling, printing, and mailing the Information Statement and attached
materials. Although there is no formal agreement to do so, the Company may
reimburse banks, brokerage houses, and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding this Information
Statement and related materials to stockholders. The Company may pay for and use
the services of other individuals or companies not regularly employed by the
Company in connection with the distribution of this Information Statement if the
Board of Directors of the Company determines that this is advisable.
By the order of the Board of Directors,
/s/ Zackary Irani
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Zackary Irani
Chief Executive Officer
Newport Beach, California
September 20, 2000