SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as Permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant toss. 240.14a-11(c) orss. 240.14a-12
Allergy Research Group, Inc.
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant
Payment of Filing Fee (Check the appropriate box):
[X] 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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
ALLERGY RESEARCH GROUP, INC.
30806 Santana Street
Hayward, California 94544
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 31, 2001
TO THE SHAREHOLDERS OF ALLERGY RESEARCH GROUP, INC.:
The annual meeting of the shareholders of Allergy Research Group, Inc.
(the "Company") will be held at 30806 Santana Street, Hayward, California 94544,
on October 31, 2001, at 9:00 A.M. local time for the following purpose:
1. To elect a Board of Directors for the Company.
2. To approve the continuation of Clancy & Co., P.L.L.C. as the
Company's independent public accountants for the fiscal year
ending December 31, 2001.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR EACH
OF THE NOMINEES TO THE BOARD OF DIRECTORS AND RECOMMENDS THAT YOU VOTE "FOR"
APPROVAL OF EACH OTHER ITEM LISTED ON THIS NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS.
Shareholders of record at the close of business on September 15, 2001,
are the only persons entitled to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. WHETHER OR
NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE FILL IN, SIGN, DATE
AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE COMPANY
FURTHER SOLICITATION EXPENSE. If you are present at the meeting, you may then
revoke your proxy and vote in person, as explained in the Proxy Statement in the
section entitled "ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 31, 2001." A return
envelope is enclosed for your convenience.
/s/ Susan Levine
----------------------------
Susan Levine
Secretary
Dated: October 4, 2001
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PROXY STATEMENT
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ALLERGY RESEARCH GROUP, INC.
30806 Santana Street
Hayward, California 94544
ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 31, 2001
The enclosed Proxy is solicited by the Board of Directors of Allergy
Research Group, Inc. (the "Board") in connection with the annual meeting of
shareholders of Allergy Research Group, Inc. (the "Company") to be held on
October 31, 2001 at 9:00 A.M. local time at 30806 Santana Street, Hayward,
California 94544, and at any adjournments thereof. The cost of solicitation,
including the cost of preparing and mailing the Notice of Shareholders' Meeting
and this Proxy Statement, will be paid by the Company. Such mailing took place
on approximately October 21, 2001. Representatives of the Company may, without
cost to the Company, solicit Proxies for the management of the Company by means
of mail, telephone or personal calls.
A Proxy with respect to the Company may be revoked before the meeting
by giving written notice of revocation to the Secretary of the Company, or may
be revoked at the meeting, prior to voting. Unless revoked, properly executed
Proxies with respect to the Company will be voted as indicated in this Proxy
Statement. In instances where choices are specified by the shareholders in the
Proxy, those Proxies will be voted or the vote will be withheld in accordance
with each shareholder's choice. An "abstention" on any proposal will be counted
as present for purposes of determining whether a quorum of shares is present at
the meeting with respect to the proposal on which the abstention is noted, but
will be counted as a vote "against" such proposal. Should any other matters come
before the meeting, it is the intention of the persons named as Proxies in the
enclosed Proxy to act upon them according to their best judgment.
Only shareholders of record at the close of business on September 15,
2001 may vote at the meeting or any adjournments thereof. As of that date there
were issued and outstanding approximately 15,055,355 common shares of all
classes, $.001 par value, of the Company. Each shareholder of the Company is
entitled to one vote for each share of the Company held. Voting for the election
of directors is not cumulative, which means that the holders of a majority of
the Company's outstanding shares have the power to elect the entire board of
directors of the Company. None of the matters to be presented at the meeting
will entitle any shareholder of the Company to appraisal rights. In the event
that Proxies which are sufficient in number to constitute a quorum are not
received by October 29, 2001, the persons named as Proxies may propose one or
more adjournments of the meeting to permit further solicitation of Proxies. Such
adjournments will require the affirmative vote of the holders of a majority of
the shares present in person or by Proxy at the meeting. The persons named as
Proxies will vote in favor of such adjournment. At the annual meeting, the
shareholders of the Company will be asked to re-elect the current members of the
Board and to approve the selection of the independent public accountant for the
Company.
SHARE OWNERSHIP
The following table provides information as of October 1, 2001 concerning
the beneficial ownership of the Company's common stock by (i) each director,
(ii) each named executive officer, (iii) each shareholder known by the Company
to be the beneficial owner of more than 5% of its outstanding Common Stock, and
(iv) the directors and officers as a group. Except as otherwise indicated, the
persons named in the table have sole voting and investing power with respect to
all shares of Common Stock owned by them.
----------------------- ----------------------------------- ---------------------------- --------------------
Name and Address of Beneficial Amount and Nature of
Title of Class Owner Beneficial Ownership Percent of Class
----------------------- ----------------------------------- ---------------------------- --------------------
$.001 par value Stephen Levine, Ph.D. 9,800,000 (3) 66%(1)
common stock Susan Levine
30806 Santana Street
Hayward, California 94544
$.001 par value Officers and Directors as a group 9,800,000 65%(2)
common stock
(1) Where persons listed on this table have the right to obtain additional
shares of Common Stock through the exercise of outstanding options or
warrants or the conversion of convertible securities within sixty (60) days
from October 1, 2001, these additional shares are deemed to be outstanding
for the purpose of computing the percentage of Common Stock owned by such
persons, but are not deemed outstanding for the purpose of computing the
percentage owned by any other person.
(2) Percentages are based on 15,055,355 shares outstanding on October 1, 2001.
(3) Represents shares held jointly with the Company's Secretary, Susan Levine,
as community property. Percentage calculation includes currently vested
options held by Susan Levine.
ANNUAL REPORT OF THE COMPANY
The annual report of the Company containing audited financial
statements for the twelve months ended December 31, 2000 was mailed to the
shareholders on or about October 21, 2001.
PROPOSAL 1
ELECTION OF DIRECTORS
It is intended that the enclosed Proxy will be voted for the election
of the three (3) persons named below as directors for the Company unless such
authority has been withheld in the respective Proxy. The term of office of each
person elected to be a director of the Company will be until the next regular or
annual meeting of the shareholders at which election of directors is an agenda
item and until his successor is duly elected and shall qualify. Pertinent
information regarding each nominee for the past five years is set forth
following his name below.
3
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NAME AND AGE POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATIONS ADDRESS
------------------- ---------------------------------------------------------------------- -------------------------
Stephen Dr. Levine has served as the Company's Chief Executive 30806 Santana Street
Levine, Ph.D. Officer from December 1997 to January 1999 and recommenced Hayward, California
(50) service to the Company in that capacity in January 2000, 94544
upon resignation of Marianne Sum. Dr. Levine has been
Chairman of the Board and a Director of the Company since
December 1997. In January 2001, Levine was appointed Chief
Financial Officer of the Company. Dr. Levine graduated cum
laude from the State University College in Buffalo, New York
and received his Ph.D. from the University of California,
Berkeley. In 1979, Dr. Levine founded NutriCology/Allergy
Research Group and was employed as its owner and operator
from that time until 1998, when NutriCology was acquired by
the Company. He now serves as Chairman of the Board of
Directors, as well as being employed as Director of
Research. Dr. Levine is the author of AntiOxidant Adaption,
Its Role in Free Radical Pathology. Dr. Levine is the
husband of Susan Levine, who acts as Vice President of
Convention Sales for the Company.
------------------- ---------------------------------------------------------------------- -------------------------
Susan Levine Mrs. Levine has served as the Secretary and Vice President 30806 Santana Street
(46) of Convention Sales and Director to the Company since Hayward, California
December 1997. Mrs. Levine resigned her board membership 94544
temporarily between January 1999 and January 2000. In
addition, Susan Levine acts as the Company's Public
Relations and Conventions and Travel Specialist. Since 1980,
Mrs. Levine has worked with her husband, Dr. Stephen Levine,
in the creation and development of NutriCology. Prior to
working for the Company, Mrs. Levine was the Director of
Senior Housing ECHO, a non-profit organization located in
Hayward, California, where her duties included grant writing
and coordination of workers for social programs.
------------------- ---------------------------------------------------------------------- -------------------------
Ed Kane Mr. Kane has served as a Director of the Company since 30806 Santana Street
(74) November 8, 2000. From 1955 to present, Mr. Kane has acted Hayward, California
as the sole owner and chief executive officer of Kane Steel, 94544
a company that has current gross sales of $25 million and
over 120 employees. Mr. Kane also started K-TRON
International ("KTII") in 1964. KTII was the first to
digitize weigh feeding, which is a system used to
continuously weigh and feed material for the process
industries. KTII is listed on the over-the-counter market
and is a $120 million company today, with plants in
Switzerland and the United States. In addition, Mr. Kane
started K-FLOW International ("KFI") in 1980 to manufacture
a patented mass flow meter. KFI was merged into the
instrument division of the Swiss firm Asea Braun Bavari in
1991. Expanding into the health field ten years ago, Mr.
Kane and his wife Patricia, a Ph.D., founded BodyBio
Corporation, a specialized laboratory analysis service
utilized by physicians worldwide in interpreting blood test
results. Mr. Kane is currently the chief executive officer
of BodyBio Corporation. Mr. Kane has been a student of
science and medicine for most of his adult life, and holds a
degree from the Temple University. Mr. Kane's particular
focus has been on fatty acid metabolism. He has been a
visiting professor at the Wharton School of Business in
Philadelphia and instructs physicians in a biomedical course
on lipid metabolism five times yearly. Mr. Kane holds
several U.S. patents on steel structures, instrumentation
and biochemistry. The city of Millville, New Jersey recently
recognized Mr. Kane as one of the three leading
industrialists of the last half century.
4
None of the persons named as nominees for the Company are directors of
any other Reporting Companies. "Reporting Companies" include companies with a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "1934 Act") or subject to the requirements of
Section 15(d) of the 1934 Act, or any company registered as an investment
company under the Investment Company Act of 1940, as amended (the "1940 Act").
In voting for directors, you must vote all of your shares
noncumulatively. This means that the owners of a majority of the Company's
outstanding shares have the power to elect the Company's entire board of
directors. The vote of a majority of shares of the Company represented at the
meeting, provided at least a quorum (a majority of the outstanding shares) is
represented in person or by proxy, is sufficient for the election of the above
nominees to the Board. By completing the Proxy, you give the Proxy the right to
vote for the persons named in the table above. If you elect to withhold
authority for any individual nominee or nominees, you may do so by making an "X"
in the box marked "VOTE FOR NOMINEE(S) NOT LINED OUT," and by striking a line
through the nominees' name or names on the Proxy that you do not vote for.
The Company currently has a medical advisory board. The Company does
not have a standing audit committee or a nominating committee. The board of
directors for the Company took action six (6) times during its last fiscal year
by telephonic meeting with all directors attending or by unanimous written
consent.
The Company does not maintain any pension, retirement or other
arrangement other than as disclosed in the following table for compensating its
Directors. No compensation was paid to Directors during fiscal year ended
December 31, 2000, and the Company does not currently compensate directors.
Directors who also act as officers of the Company may receive compensation for
services rendered to the Company in those other capacities.
Each of the nominees has agreed to serve as a director of the Company
until his or her replacement is elected and qualified. If any unforeseen event
prevents one or more of the nominees from serving as a director, your votes will
be cast for the election of a substitute or substitutes selected by the Board.
In no event, however, can the Proxies be voted for a greater number of persons
than the number of nominees named. Unless otherwise instructed, the proxies will
vote for the election of each nominee to serve as a director of the Company.
Each of the Company's current directors is a nominee for director.
Pertinent information regarding each is set forth following his name above.
5
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE TO ELECT EACH OF THE
NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY.
PROPOSAL 2
RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Clancy & Co., P.L.L.C. as the
Company's independent accountants for the fiscal year ending December 31, 2001
and has directed that management submit the selection of independent accountants
to the stockholders for ratification at the Annual Meeting. Clancy & Co.,
P.L.L.C. audited the Company's financial statements for fiscal 2000. No
representative of Clancy & Co., P.L.L.C. is expected to be present at the Annual
Meeting.
Stockholders are not required to ratify the selection of Clancy & Co.,
P.L.L.C. as the Company's independent accountants. However, the Board is
submitting the selection of Clancy & Co., P.L.L.C. to the stockholders for
ratification as a matter of good corporate practice. If the stockholders fail to
ratify the selection, the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Board in its discretion may direct
the appointment of a different independent accounting firm at any time during
the year if they determine that such a change would be in the best interests of
the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares
represented and voting at the meeting will be required to ratify the selection
of Clancy & Co., P.L.L.C.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS
OF THE COMPANY VOTE IN FAVOR OF THE PROPOSAL. UNLESS OTHERWISE INSTRUCTED, THE
PROXIES WILL VOTE IN FAVOR OF THE PROPOSAL TO RATIFY THE SELECTION OF THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER MATTERS
Management does not intend to present any business at the meeting not
mentioned in this Proxy Statement, and currently knows of no other business to
be presented. If any other matters are brought before the meeting, the appointed
proxies will vote all Proxies on such matters in accordance with their judgment
of the best interests of the Company.
SUPPLEMENTAL INFORMATION WITH RESPECT TO THE COMPANY
Certain information about the current executive officers of the Company
is set forth below. Each executive officer of the Company may be removed from
office at any time by a majority of the Company's Board of Directors with or
without cause.
STEPHEN LEVINE, PH.D. (50) has served as the Company's Chief Executive
Officer from December 1997 to January 1999 and recommenced service to the
Company in that capacity in January 2000, upon resignation of Marianne Sum. Dr.
Levine has been Chairman of the Board and a Director of the Company since
December 1997. In January 2001, Levine was appointed Chief Financial Officer of
the Company. Dr. Levine graduated cum laude from the State University College in
Buffalo, New York and received his Ph.D. from the University of California,
Berkeley. In 1979, Dr. Levine founded NutriCology/Allergy Research Group and was
employed as its owner and operator from that time until 1998, when NutriCology
was acquired by the Company. He now serves as Chairman of the Board of
Directors, as well as being employed as Director of Research. Dr. Levine is the
author of AntiOxidant Adaption, Its Role in Free Radical Pathology. Dr. Levine
is the husband of Susan Levine, who acts as Vice President of Convention Sales
of the Company.
6
SUSAN LEVINE (46) has served as the Secretary and Chief Promotions
Officer and Director to the Company since December 1997. Mrs. Levine resigned
her board membership temporarily between January 1999 and January 2000. In
addition, Susan Levine acts as the Company's Public Relations and Conventions
and Travel Specialist. Since 1980, Mrs. Levine has worked with her husband, Dr.
Stephen Levine, in the creation and development of NutriCology. Prior to working
for the Company, Mrs. Levine was the Director of Senior Housing ECHO, a
non-profit organization located in Hayward, California, where her duties
included grant writing and coordination of workers for social programs.
Susan Levine is the wife of Stephen Levine. There are no other family
relationships between the proposed executive officers and/or directors. The
Company's address is: 30806 Santana Street, Hayward, California 94544.
The following table sets forth the remuneration to the Company's
executive officers for the past three fiscal years:
SUMMARY COMPENSATION TABLE
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
-------------------------------------- ------------------------ ------------
Other
Name and Annual Restricted Securities All Other
Principal Compensation Award(s) Underlying LTIP Compensation
Position Year Salary($) Bonus ($) ($) ($) Options (#) Payouts ($) ($)
---------------- -------- ------------ ------------ ------------ ---------- ------------- ------------ ------------
Stephen 1998 167,336 11,900
Levine, CEO(6) 1999 165,846 13,543
2000 169,083 19,391
Susan Levine, 1998 113,392 5,000
Secretary(6) 1999 99,846 150,000 6,643
2000 54,988 18,247
Joseph M. 1998 - -
Feller, COO(3) 1999 76,938 10,913
2000 77,987 15,955
Marianne Sum, 1998 136,350 8,174
CEO(1) 1999 174,276 9,824
2000 4,800 58,598
Edward Lau, 1998 126,811 4,037
COO(4) 1999 150,735 4,522
2000 33,567 62,524
Samantha 1998 - -
Jewett, VP of 1999 100,600 3,018
Oper. (5) 2000 48,190 7,271
(1) Marianne Sum resigned her position as Chief Executive Officer and Director
of the Company on January 26, 1999, at which time Stephen Levine was
reappointed to that position. Compensation paid to Ms. Sum in 2000 includes
severance compensation of $57,970.56.
(2) Includes matching funds contributed under the Company's 401(K) Plan, auto
allowances and premiums paid on Officer Life Insurance and disability
policies.
(3) Joseph M. Feller left the Company in June 2000. The Company currently has
no Chief Operating Officer.
(4) Edward Lau resigned his position as Chief Operating Officer/General Manager
on February 4, 2000. Figures include severance pay of $55,384.62.
(5) Samantha Jewett resigned her position with the Company in June 2000.
7
During the last fiscal year and as of December 31, 2000, the Company did
not grant any stock options to executive officers.
The following table is intended to provide information as to the number of
stock options exercised by each of the executive officers listed above, the
value realized upon exercise of such options, and the number and value of any
unexercised options still held by such individuals.
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
-------------------------- ---------------------- --------------------- --------------------- ----------------------
Susan Levine 150,000/0
SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company which are intended to be
presented by such shareholders at the Company's next Annual Meeting of
Shareholders must be received by the Company no later than August 1, 2002 in
order to be considered for inclusion in the Company's proxy statement and form
of proxy relating to that meeting.
SUSAN LEVINE,
Secretary
Dated: October 21, 2001
8
PROXY PROXY
ALLERGY RESEARCH GROUP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 31, 2001
The undersigned hereby appoints Stephen Levine and Susan Levine,
President and Secretary, respectively, and each of them, as attorneys and
Proxies of the undersigned, with full power of substitution, to vote all of the
shares of stock of Allergy Research Group, Inc. (the "Company") which the
undersigned may be entitled to vote at the Annual Meeting of Shareholders of the
Company to be held at 30806 Santana Street, Hayward, California 94544 on October
31, 2001 at 9:00 A.M. local time and at any and all continuations and
adjournments or postponements thereof, with all powers that the undersigned
would possess if personally present, on the following matters, in accordance
with the following instructions, and on all matters that may properly come
before the meeting. With respect to any matter not known to the Company as of
October 31, 2001, such proxies are authorized to vote in their discretion.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2 MORE SPECIFICALLY DESCRIBED
IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED IN ACCORDANCE THEREWITH.
YOUR VOTE IS IMPORTANT. THEREFORE, YOU ARE URGED TO COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on the other side)
ALLERGY RESEARCH GROUP, INC.
PLEASE MARK VOTE IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES
FOR DIRECTOR AND FOR PROPOSALS 2 AND 3.
1. To elect three directors to hold office until the 2001 Annual Meeting
of Shareholders.
FOR WITHHELD VOTE FOR NOMINEE(S) NOT LINED OUT
[ ] [ ] Strike a line through the nominee(s)
name or names below that you do not
vote for
NOMINEES: Susan Levine, Stephen Levine and Ed Kane
2. To approve the continuation of Clancy & Co., P.L.L.C. as the Company's
independent public accountants for the fiscal year ending December 31,
2001.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
__________________ ______________________ ____________________
Date Shares Held Signature
____________________
Print Name
__________________ ______________________ ____________________
Date Shares Held Signature
____________________
Print Name
Please vote, sign, date and promptly return this proxy in the enclosed return
envelope which is postage paid if mailed in the United States.
Please sign exactly as your name appears on your stock certificate. If the stock
is registered in the names of two or more persons, each should sign. Executors,
administrators, trustees, guardians and attorneys-in-fact should add their
titles. If signer is a corporation, please give full corporate name and have a
duly authorized officer sign, stating title. If signer is a partnership or
limited liability company, please sign the company name by authorized person.