SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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[_] Soliciting Material Pursuant to
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ALLERGY RESEARCH GROUP, INC.
30806 Santana Street
Hayward, California 94544
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 23, 2002
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 September 23, 2002, at 9:00 A.M. local time for the following purposes:
1. To elect a Board of Directors for the Company.
2. To approve the continuation of Clancy and Co., P.L.L.C. as the
Company's independent public accountants for the fiscal year
ending December 31, 2002.
3. To approve the amendment of the Company's 1998 Incentive Stock
Option Plan 1 to extend the term of the Plan to July 10, 2008.
4. 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 August 22, 2002, 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 - SEPTEMBER 23, 2002." A return
envelope is enclosed for your convenience.
/s/ Susan D. Levine
-------------------------
Susan Levine
Secretary
Dated: September 12, 2002
----------------------------------------
PROXY STATEMENT
----------------------------------------
ALLERGY RESEARCH GROUP, INC.
30806 Santana Street
Hayward, California 94544
ANNUAL MEETING OF SHAREHOLDERS - SEPTEMBER 23, 2002
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
September 23, 2002 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 September 12, 2002. 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 August 22, 2002
may vote at the meeting or any adjournments thereof. As of that date there were
approximately 15,105,355 issued and 14,803,605 outstanding 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 September 20, 2002, 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.
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SHARE OWNERSHIP
The following table provides information as of August 22, 2002 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 common stock Stephen Levine, Ph.D. 10,021,750 (3) 69%(1)
Susan Levine
30806 Santana Street
Hayward, California 94544
$.001 par value common stock Officers and Directors as a group 10,021,750 68%(2)
(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 August 22, 2002, 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. Included in this table is an option
held by Susan Levine to purchase 150,000 shares of common stock at an
exercise price of $2.00 per share.
(2) Percentages are based on 14,803,605 shares outstanding on August 22, 2002.
(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, 2001 was mailed to the
shareholders on or about September 12, 2002.
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
- ------------------- ----------------------------------------------------------------- ---------------------
NAME AND AGE POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATIONS ADDRESS
- ------------------- ----------------------------------------------------------------- ---------------------
Stephen Levine, Dr. Levine has served as the Company's Chief Executive Officer 30806 Santana Street
Ph.D. from December 1997 to January 1999 and recommenced service to Hayward, California
(51) the Company in that capacity in January 2000, upon resignation 94544
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 of 30806 Santana Street
(47) Convention Sales and Director to the Company since December Hayward, California
1997. Mrs. Levine resigned her board membership temporarily 94544
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
(75) November 8, 2000. From 1955 to present, Mr. Kane has acted as Hayward, California
the sole owner and chief executive officer of Kane Steel, a 94544
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
4
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.
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. All of the
responsibilities which would normally fall upon an audit committee under the
provisions of the Securities Act of 1934 and the Corporate Fraud Accountability
Act of 2002 are and will be the responsibility of the full board of directors.
It is the practice of the board of directors to review the Company's audited
annual financial statements and unaudited quarterly financial statements with
the Company's independent auditors'.
Management is responsible for the Company's financial statements and
the financial reporting process, including internal controls. The independent
auditors' are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted auditing
standards in the United States and for issuing a report thereon. The board of
directors' responsibility is to monitor and oversee these processes.
In this context, the board of directors has held discussions with
management and the independent auditors' regarding the matters required to be
discussed by Statement on Auditing Standards ("SAS") No. 61, "COMMUNICATION WITH
AUDIT COMMITTEES" and SAS No. 90, "AUDIT COMMITTEE COMMUNICATIONS." These
matters included a discussion of the independent auditors' judgments about the
quality (not just the acceptability) of the Company's accounting principles as
applied to financial reporting. Management represented to the board of directors
that the Company's consolidated financial statements were prepared in accordance
with generally accepted accounting principles in the United States, and the
5
board of directors has reviewed and discussed the consolidated financial
statements with management and the independent auditors'. The independent
auditors' also provided the board of directors with the written disclosures and
letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and the board of directors discussed with
the independent auditors' that firm's independence.
The board of directors for the Company took action six times during its
last fiscal year by telephonic meeting with all directors attending or by
unanimous written consent.
The Company does not maintain any separate pension, retirement or other
arrangement for compensating its Directors. No compensation was paid to
Directors during fiscal year ended December 31, 2001, 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.
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 and Co., P.L.L.C. as the
Company's independent accountants for the fiscal year ending December 31, 2002
and has directed that management submit the selection of independent accountants
to the stockholders for ratification at the Annual Meeting. Clancy and Co.,
P.L.L.C. audited the Company's financial statements for fiscal 2001. No
representative of Clancy and Co., P.L.L.C. is expected to be present at the
Annual Meeting.
Stockholders are not required to ratify the selection of Clancy and
Co., P.L.L.C. as the Company's independent accountants. However, the Board is
submitting the selection of Clancy and 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 and 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.
6
PROPOSAL 3
APPROVAL OF AMENDMENT TO THE COMPANY'S
1998 INCENTIVE STOCK OPTION PLAN 1
On July 10, 1998, the board of directors and shareholders approved the
1998 Incentive Stock Option Plan 1 (the "Plan"). Under its current terms, the
Plan will expire on July 31, 2003. Under this proposal, the Company will extend
the Plan to July 10, 2008. A copy of the Amendment to the Plan is attached
hereto as Exhibit "A."
The purposes of the Plan are to attract and retain the best available
people for positions of substantial responsibility inside the Company and to
provide additional incentives to employees of the Company and to promote the
success of its business. The Board believes the amendment will allow the Company
to utilize the Plan for these purposes on a more long-term basis. The Company is
currently engaged in a Stock Repurchase Program, and will use the reacquired
shares to offset the dilutive effects of awards granted under the extended Plan.
A copy of the Plan as proposed to be amended may be obtained upon written
request to the Company's Director of Operations at the address listed on page 1.
The affirmative vote of the holders of a majority of the shares
represented and voting at the meeting will be required to approve the Amendment
to the Company's 1998 Incentive Stock Option Plan 1.
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 APPROVE THE AMENDMENT.
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. (51) 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.
7
SUSAN LEVINE (47) 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 Restricted
Name and Annual Stock Securities All Other
Principal Compensation Award(s) Underlying LTIP Compensation
Position Year Salary($) Bonus ($) ($) ($) Options (#) Payouts ($) ($)
- ---------------- -------- ------------ ------------ ----------- ------------ ------------- ------------ ------------
Stephen 1999 165,846 13,543
Levine, CEO 2000 169,083 19,391
2001 225,246 17,355
Susan Levine, 1999 99,846 6,643
Secretary 2000 54,988 18,247
2001 129,981 150,000 6,751
During the last fiscal year and as of December 31, 2001, the Company
did not grant any stock options to executive officers.
The following table is intended to provide information as to the number
of stock options exercised by each of the executive officers listed above, the
value realized upon exercise of such options, and the number and value of any
unexercised options still held by such individuals.
8
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at FY-
FY-End (#) End ($)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
- -------------------------- ---------------------- --------------------- --------------------- ----------------------
Susan Levine 150,000/0 0/0(1)
(1) None of these options are currently "in-the-money."
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information about our common stock that
may be issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plnas as of December 31, 2001.
Plan Category Number of Securities to Be Weighted-average Exercise Number of Securities
Issued Upon Exercise of Price of Outstanding Available For Future
Outstanding Options, Options, Warrants and Issuance Under Equity
Warrants And Rights Rights Compensation Plans
(Excluding Securities
Reflected in Column (a))
(a) (b) (c)
- ------------------------------ ---------------------------- --------------------------- ----------------------------
Equity compensation plans 150,000 common shares(1) $2.00 850,000 common shares(2)
approved by security holders
- ------------------------------ ---------------------------- --------------------------- ----------------------------
Equity compensation plans None None None
not approved by security
holders
- ------------------------------ ---------------------------- --------------------------- ----------------------------
Total 150,000 common shares n/a 850,000 common shares
- ------------------------------ ---------------------------- --------------------------- ----------------------------
(1) Issued under Allergy Research Group, Inc.'s 1998 Incentive Stock Option
Plan 1.
(2) Represents common shares issuable under 1998 Incentive Stock Option
Plan 1.
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 June 1, 2003 in order
to be considered for inclusion in the Company's proxy statement and form of
proxy relating to that meeting.
/s/ SUSAN D. LEVINE,
--------------------
Secretary
Dated: September 12, 2002
9
EXHIBIT A TO PROXY STATEMENT OF
ALLERGY RESEARCH GROUP, INC.
AMENDMENT TO 1998 INCENTIVE STOCK OPTION PLAN 1
OF
ALLERGY RESEARCH GROUP, INC.
A Florida Corporation
Pursuant to a vote of the shareholders of Allergy Research Group, Inc.,
a Florida corporation (the "Company"), taken at the Annual Shareholder Meeting
on September 23, 2002, the 1998 Incentive Stock Option Plan 1 of the Company is
amended as follows:
Section 6 of the Company's 1998 Incentive Stock Option Plan 1 is hereby
stricken in its entirety and amended to read as follows:
"6. TERM OF THE PLAN. Plan A shall become effective immediately upon
the earlier to occur of its adoption by the Board or its approval by vote of a
majority of the outstanding shares of the Company entitled to vote on the
adoption of such Plan. Plan B shall become effective immediately upon its
adoption by the Board. Each Plan shall continue in effect until the tenth
anniversary of its effective date unless sooner terminated under Sections 15 or
18 of this Plan document. No Option may be granted under a Plan after its
expiration."
CERTIFICATE
I, Susan Levine, hereby certify that:
I am the Secretary of Allergy Research Group, Inc., a Florida
corporation; and
The foregoing Amendment to the Company's 1998 Incentive Stock Option
Plan 1 is a true and correct copy of the Amendment to the Company's 1998
Incentive Stock Option Plan 1 approved and adopted by the shareholders of
Allergy Research Group, Inc. holding a majority of all outstanding common stock
of the corporation at an annual shareholder meeting held September 23, 2002 at
9:00 a.m., Local Time, at 30806 Santana Street, Hayward, California.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the corporation this 23rd day of September 2002.
-----------------------
Susan Levine, Secretary
PROXY PROXY
ALLERGY RESEARCH GROUP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 23, 2002
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
September 23, 2002 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
September 12, 2002, 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 PROPOSALS 2 AND 3 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 2003 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 and Co., P.L.L.C. as the
Company's independent public accountants for the fiscal year ending
December 31, 2002.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To approve an amendment to the Company's 1998 Incentive Stock Option
Plan 1 to extend the term of the Plan.
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.