AMISTAR
237 Via Vera Cruz
San Marcos, California 92069
PROXY STATEMENT
MARCH 25, 2003
GENERAL
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Amistar Corporation, a California corporation (the
"Company"), for use at the Annual Meeting of Shareholders of the Company to be
held Wednesday, May 7, 2003 at 10:00 A.M., local time, at the Company
headquarters in San Marcos, California, and at any adjournments or adjournments
thereof.
At the Annual Meeting, the shareholders of the Company (the "Shareholders") will
be asked to elect six Directors. All proxies which are properly completed,
signed and returned to the Company prior to the Annual Meeting will be voted.
Any proxy given by a Shareholder may be revoked at any time before it is
exercised by filing with the Secretary of the Company an instrument revoking it,
by a duly executed proxy bearing a later date, or by the Shareholder attending
the Annual Meeting and expressing a desire to vote his or her shares in person.
It is anticipated that this Proxy Statement and the accompanying form of proxy
will be mailed to the Shareholders on or about April 7, 2003.
The Board of Directors has fixed the close of business on March 14, 2003 as the
record date for the determination of Shareholders entitled to vote at the Annual
Meeting and any adjournment thereof. At the close of business on the record date
there were outstanding 3,082,604 shares of common stock of the Company (the
"Common Stock"). The shares of Common Stock vote as a single class. Holders of
shares of Common Stock on the record date are entitled to one vote for each
share held (unless there is cumulative voting, as described below). The presence
at the Annual Meeting, either in person or by proxy, of the holders of a
majority of the shares of Common Stock issued, outstanding and entitled to vote
is necessary to constitute a quorum for the transaction of business. Abstentions
and broker non-votes are counted for purposes of determining the presence of a
quorum.
In the event that, prior to the election of Directors, a Shareholder has given
notice at the Annual Meeting of such Shareholder's intention to cumulate votes
(i.e. to cast for any one or more candidates a number of votes for each share
equal to the number of Directors to be elected) and the names of such candidate
or candidates have been placed in nomination, then in electing Directors all
Shareholders may cumulate their votes for candidates in nomination. Otherwise,
no Shareholder shall be entitled to cumulate votes. The Company has not been
advised that any Shareholder intends to give notice of intention to nominate a
Director or to cumulate votes for Directors. In the event the Directors are to
be elected by cumulative voting, the persons named in the accompanying form of
proxy will have the discretion to cumulate votes and to distribute such votes
among all nominees (or if authority to vote for any nominee or nominees has been
withheld, among the remaining nominees, if any) in whatever manner they deem
appropriate. Whether or not there is cumulative voting, the six candidates
receiving the highest number of affirmative votes will be elected. Votes against
a candidate and votes withheld have no legal effect.
1
If a choice is specified in the proxy as to the manner in which it is to be
voted, the persons acting under the proxy will vote the shares of Common Stock
represented thereby in accordance with such choice. If no choice is specified,
the shares of Common Stock will be voted "FOR" the Directors nominated. In
matters other than the election of Directors, under California law abstentions
and broker non-votes are not counted for purposes of determining whether a
proposal has been approved. For purposes of SEC Rule 16b-3, however, abstentions
are treated as votes against the proposal while broker non-votes are not
counted.
In the event that sufficient votes in favor of the proposal are not received by
the date of the Annual Meeting, the persons named as proxies may propose one or
more adjournments of the Annual Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the shares of Common Stock present in person or by proxy at the
Annual Meeting. The persons named in the proxies will vote in favor of such
adjournment or adjournments.
The cost of preparing, assembling, printing and mailing the Proxy Statement, the
Notice and the enclosed proxy form and the cost of soliciting proxies relating
to the Annual Meeting will be borne by the Company. The Company will request
banks, brokers, dealers and voting trustees or other nominees to solicit their
customers who are beneficial owners of shares listed of record in names of
nominees, and will reimburse them for the reasonable out-of-pocket expenses of
such solicitations. The original solicitation of proxies by mail may be
supplemented by telephone, telegram and personal solicitation by officers and
other regular employees of the Company, but no additional compensation will be
paid to such individuals on account of such activities.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees
- --------
The Bylaws of the Company presently provide that the authorized number of
Directors shall be no less than five and no more than nine and that the exact
number of Directors shall be fixed from time to time by the Board of Directors.
At present, the Board has fixed the number of Directors at six.
At the Annual Meeting, six Directors will be elected to serve until the next
Annual Meeting and until their successors are elected and qualified. The Board
of Directors intends to nominate the six persons named below (each of whom
currently serves as a Director until the Annual Meeting and until a successor
has been elected and qualified) for election as Directors. Unless otherwise
instructed the proxy holders intend to vote the shares of Common Stock
represented by the proxies to cause the election of these nominees. All of these
nominees have indicated that they are able and willing to serve as Directors.
No arrangement or understanding exists between any nominee and any other person
or persons pursuant to which any nominee was or is to be selected as a director.
No nominee has any family relationship with any other nominee or with any of our
executive officers.
2
Information Concerning Nominees
- -------------------------------
The nominees are listed below, together with their ages, positions and offices
with the Company.
Name Age Title
------------------------ --- ----------------------------------------
Stuart C. Baker 71 Chairman of the Board and President
Dr. Sanford B. Ehrlich 51 Director*
William W. Holl 72 Secretary, Treasurer and Director
Gordon S. Marshall 83 Director*, Compensation Committee Chair
Carl C. Roecks 69 Director
Howard C. White 62 Director*, Audit Committee Chair
(*) Member of the audit and compensation committees
Mr. Baker, a founder of the Company, has served the Company as a Director and
President since its inception in 1971 and as its Chairman of the Board since
1993.
Dr. Ehrlich, appointed Director in 2000, has held the position of Associate
Professor of Management at the College of Business Administration at San Diego
State University, and as the Executive Director of the school's Entrepreneurial
Management Center since 1997. Dr. Ehrlich holds Directorships at the Healthy
Back Store, Inc and Deep Sky Software, Inc. In addition, Dr. Ehrlich also
provides management consulting services.
Mr. Holl, a founder of the Company, has served the Company as Director,
Secretary and Treasurer since its inception in 1971 and as Chief Financial
Officer from 1978 through 2001. In 2001, Mr. Holl retired and serves the Company
on a part-time basis.
Mr. Marshall a director of the Company since 1974, has served the Company as the
Chairman of the Board from 1974 to 1993. Mr. Marshall was the founder and former
Chairman of the Board of Marshall Industries, an electronics distribution
company that was acquired by Avnet Electronics Marketing in 1999.
Mr. Roecks, a founder of the Company, has served the Company in various
engineering and management capacities since its inception in 1971. Since 1989,
Mr. Roecks has been retired and serves the Company on a part-time basis.
Mr. White, appointed Director in 2000, was employed at Andersen from 1964 until
1991. Mr. White was formerly a partner in charge of the Metropolitan Southern
California Region Accounting and Audit Practice and worldwide managing director
of finance with Andersen Worldwide. Mr. White has held the position of President
of White & White LLC, a financial and business consulting services company,
since 1997. Mr. White serves as an independent director and is the designated
"financial expert" on the Company's audit committee.
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's
Common Stock owned on March 7, 2003 by each person who is known by the Company
to own beneficially more than 5% of the Company's Common Stock, by each of the
Company's directors, executive officers, and by all directors and executive
officers as a group.
Directors, Officers Shares
And 5% Shareholders Beneficially Owned (1) Percent
------------------- ---------------------- -------
Gordon S. Marshall (A) 649,900 21.1%
237 Via Vera Cruz
San Marcos, CA 92069
Stuart C. Baker (A) 409,800 (2) 13.3%
237 Via Vera Cruz
San Marcos, CA 92069
Carl C. Roecks (A) 202,700 (3) 6.6%
237 Via Vera Cruz
San Marcos, CA 92069
Dimensional Fund Advisors, Inc. 201,300 (4) 6.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
William W. Holl (A) 150,000 (5) 4.9%
237 Via Vera Cruz
San Marcos, CA 92069
Daniel C. Finn (A) 10,000 *
237 Via Vera Cruz
San Marcos, CA 92069
Harry A. Munn (A) 2,500 *
237 Via Vera Cruz
San Marcos, CA 92069
Howard C. White (A) 3,000 *
237 Via Vera Cruz
San Marcos, CA 92069
Gregory D. Leiser (A) 1,300 *
237 Via Vera Cruz
San Marcos, CA 92069
Dr. Sanford B. Ehrlich (A) 2,000 *
237 Via Vera Cruz
San Marcos, CA 92069
(A) All directors and officers as a group 1,431,200 46.4%
* Less than 1% of the outstanding common stock.
4
1) Except as indicated in other notes to this table, each shareholder
listed has sole voting and dispositive power with respect to the shares
beneficially owned, subject to applicable community property laws.
2) Represents shares held by the Baker Family Trust dated January 16, 1985
for which Mr. Baker and his wife are co-trustees.
3) Represents shares held by the Roecks Family Trust dated June 7, 1984
for which Mr. Roecks and his wife are co-trustees.
4) Information as of December 31, 2002 reported on Schedule 13G dated
February 10, 2003 under the Securities Exchange Act of 1934.
5) Represents shares held by the Holl Trust dated September 24, 1998 for
which Mr. Holl and his wife are co-trustees.
5
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Cash Compensation
- -----------------
The following table sets forth information concerning cash compensation paid or
accrued for services rendered during the year ended December 31, 2002 to each of
the directors and executive officers of the Company.
Remuneration of Directors
- -------------------------
Each non-employee director of the Company receives compensation of $2,500 per
quarter and reimbursement of expenses incurred in serving as a director.
I. SUMMARY COMPENSATION TABLE
THE PURPOSE OF THIS TABLE IS TO SET FORTH IN SPECIFIC COLUMNAR FORM THE TOTAL
ANNUAL COMPENSATION OF THE CEO/PRESIDENT AND THE OTHER FOUR MOST HIGHLY
COMPENSATED EXECUTIVE OFFICERS WHOSE SALARY AND BONUSES EXCEEDED $100,000 FOR
FISCAL 2002.
- ----------------------------------------------------------------------------
ANNUAL COMPENSATION
- ----------------------------------------------------------------------------
(a) (b) (c) (d) (e)
(1) (2)
Name and Principal Other Annual
Position Year Salary ($) Bonus ($) Compensation
- ----------------------------------------------------------------------------
Stuart C. Baker 2002 146,423 0 7,200
President 2001 147,290 0 7,200
2000 150,000 0 7,200
Daniel C. Finn 2002 131,781 0 11,153
VP & GM AIA Division 2001 129,190 0 11,080
2000 110,000 0 10,500
Tod N. Kilgore 2002 131,781 0 9,353
VP Marketing / 2001 129,185 0 9,280
Sales-AMS division 2000 125,000 0 9,150
Harry A. Munn 2002 132,757 0 10,945
VP & GM AMS Division 2001 131,900 0 11,160
2000 136,000 0 11,280
Gregory D. Leiser 2002 107,377 0 3,221
VP Finance/CFO 2001 105,260 0 3,040
- ----------------------------------------------------------------------------
(1) Bonuses are shown in the year paid and are based on the prior year's
performance.
(2) Includes a car allowance for each named individual (except Gregory
Leiser), plus the Company's matching contributions to the Company's
401-K Plan.
6
INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held three meetings during the fiscal year ended
December 31, 2002. During the year, all directors attended 75% or more of
the Board of Directors' meetings.
In fiscal 2002, the Audit Committee consisted of Howard C. White, Sanford
B. Ehrlich and Gordon S. Marshall. The Audit Committee met three times in
fiscal 2002. The Audit Committee oversees our auditing procedures, receives
and accepts the reports of our independent certified accountants, oversees
our internal systems of accounting and management controls and makes
recommendations to the Board of Directors concerning the appointment of our
auditors. The Audit Committee adopted a written charter in 2000 and it was
included as an appendix to our Proxy Statement for the 2001 Annual
Stockholders Meeting.
In fiscal 2002, the compensation committee consisted of Gordon S. Marshall,
Sanford B. Ehrlich and Howard C. White. The Compensation Committee met one
time in fiscal 2002. The compensation committee (i) makes recommendations
to the board of directors regarding executive compensation policies, (ii)
evaluates the performance of the chief executive officer and other senior
officers and (iii) makes recommendations concerning salary, bonus and stock
options to be awarded to these officers. No member of the compensation
committee has a relationship that would constitute an interlocking
relationship with the executive officers or directors of another entity.
Report of the Audit Committee
-----------------------------
The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the year ended December 31,
2002.
The Audit Committee has reviewed and discussed the Company's audited
financial statements with management. The Audit Committee has discussed
with KPMG LLP, the Company's independent accountants, the matters required
to be discussed by Statement of Auditing Standards No. 61, COMMUNICATION
WITH AUDIT COMMITTEES which includes, among other items, matters related to
the conduct of the audit of the Company's financial statements. The Audit
Committee has also received written disclosures and the letter from KPMG
LLP required by Independence Standards Board Standard No. 1, which relates
to the accountant's independence from the Company, and has discussed with
KPMG LLP their independence from the Company. Based upon our review and
discussions concerning the Company's audited financial statements, we
recommend that the audited financial statements for the year ended December
31, 2002 be included in the Company's annual report.
Audit Committee
Howard C. White, Chairman, "Audit Committee financial expert"
Sanford B. Ehrlich
Gordon S. Marshall
7
Report of the Compensation Committee
------------------------------------
The Committee, which determines and administers the compensation of the
Company's executive officers, endeavors to ensure that the compensation
program for executive officers is effective in attracting and retaining the
key executives responsible for the success of the corporation.
The Committee takes into account various indicators of corporate and
individual performance in determining the level of executive compensation,
as net income, earnings per share and return on investment. The Committee
also must establish base salaries of the President and other executive
officers at levels considered appropriate in light of the duties and scope
of responsibilities of each officer's position.
The Committee may also grant stock options to executive officers and key
employees. The Committee did not recommend a change in the President/CEO's
compensation during 2002.
Compensation Committee
Gordon S. Marshall, Chairman
Sanford B. Ehrlich
Howard C. White
8
FEES TO INDEPENDENT AUDITORS
Audit Fees
- ----------
The aggregate fees paid to KPMG LLP for professional services rendered in
connection with the audit of the Company's consolidated financial statements for
the years ended December 31, 2002 and December 31, 2001 and reviews of the
Company's condensed financial statements included in its Quarterly Reports on
Form 10-Q during fiscal year 2002 and fiscal 2001, were $98,250 and $77,500,
respectively.
Audit Related Fees
- ------------------
There were no fees paid to KPMG LLP for audit related services during fiscal
2002 and fiscal 2001.
Tax Fees
- --------
The aggregate fees paid to KPMG LLP for tax compliance services during fiscal
2002 and fiscal 2001 were $33,049 and $29,000, respectively.
All Other Fees
- --------------
There were no other fees paid to KPMG LLP during fiscal 2002 and fiscal 2001.
The Audit Committee has determined that the rendering of non-audit services by
KPMG LLP is compatible with maintaining the auditor's independence.
100% of the services described above were approved by the Audit Committee.
9
III. OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
THIS TABLE SETS FORTH INFORMATION ON THOSE INDIVIDUALS NAMED IN TABLE I AS TO
THE OPTIONS EXERCISED DURING THE YEAR AND THE STATUS OF OUTSTANDING OPTIONS AT
YEAR-END.
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Value
- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
At FY-End at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
(#) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
Stuart C. Baker 0 0 0 $0
President
- ------------------------------------------------------------------------------------------------------------------------------------
Daniel C. Finn 0 0 22,500/7,500 $0
VP & GM AIA Division
- ------------------------------------------------------------------------------------------------------------------------------------
Tod N. Kilgore 0 0 22,500/7,500 $0
VP Marketing & Sales-AMS Division
- ------------------------------------------------------------------------------------------------------------------------------------
Harry A. Munn 0 0 15,000/5,000 $0
VP & GM AMS Division
- ------------------------------------------------------------------------------------------------------------------------------------
Gregory D. Leiser 0 0 20,000/5,000 $0
VP Finance/CFO
- ------------------------------------------------------------------------------------------------------------------------------------
10
IV. CORPORATE COMPARISON
THE PURPOSE OF THIS TABLE IS TO COMPARE THE PERFORMANCE OF THE COMPANY'S STOCK
AGAINST THE NASDAQ STOCK MARKET TOTAL RETURN INDEX (TRI). TOTAL RETURN INCLUDES
STOCK APPRECIATION/DEPRECIATION PLUS DIVIDENDS. THE CHART ASSUMES $100 WAS
INVESTED 5 YEARS AGO. THE TRI IS THE AVERAGE TOTAL RETURN OF ALL U.S. COMPANIES
TRADED OVER THE NASDAQ STOCK MARKET.
[GRAPH APPEARS HERE]
- --------------------------------------------------------------------------
AMISTAR NASDAQ U.S. NASDAQ NON-FINANCIAL
ALL SECTORS SECTORS
- --------------------------------------------------------------------------
1997 $ 100.00 $ 100.00 $ 100.00
- --------------------------------------------------------------------------
1998 $ 61.54 $ 140.99 $ 146.75
- --------------------------------------------------------------------------
1999 $ 52.00 $ 261.48 $ 287.81
- --------------------------------------------------------------------------
2000 $ 80.92 $ 157.42 $ 167.76
- --------------------------------------------------------------------------
2001 $ 38.46 $ 124.89 $ 128.19
- --------------------------------------------------------------------------
2002 $ 22.15 $ 86.33 $ 83.85
- --------------------------------------------------------------------------
11
SAVINGS AND RETIREMENT PLAN
- ---------------------------
The Company maintains the Amistar Corporation Saving and Retirement Plan (the
"Retirement Plan"), which is a tax-qualified plan under the Internal Revenue
Code (the "Code"). All employees (including officers of the Company) are
eligible to participate in the Retirement Plan following the completion of
ninety days of service. The Retirement Plan has been amended, effective February
14, 2002, so that participants may make contributions up to the limits allowable
by the Internal Revenue Code. The maximum amount of contributions made by
certain highly compensated employees may be limited to a lower percentage of
their compensation, depending upon the amount of contributions by other
employees under the Section 401(k) provisions of the Retirement Plan. The
Company is obligated to make a matching contribution to the Retirement Plan
equal to 50% of the first 6% of compensation contributed by each participant.
The Company will be entitled to a deduction for federal income tax purposes
equal to the amount of the Company's matching contributions. Participants are
always fully vested in all of their contributions to the Retirement Plan (and in
the earnings on such contributions), and participants attain a vested right to
the Company's matching contributions made on their behalf to the Retirement Plan
(and the earnings thereon) at the rate of 20% for each full year of service
after one year until such participants are fully vested after six full years of
service.
STOCK OPTION PLAN
- -----------------
In 1994, the Company's Board of Directors and common shareholders approved the
1994 Employee Stock Option Plan. The Plan allows for grants of options to
purchase up to 310,000 shares of authorized but un-issued common stock. As of
December 31, 2002, options to purchase 153,500 shares were available to be
granted in the plan. Stock options are granted with an exercise price equal to
the stock's fair market value, generally vest over four years from the date of
grant, and expire five years after the date of grant.
The following table reflects the exercise prices of options outstanding, of
which 122,500 were exercisable as of December 31, 2002:
EXERCISE
SHARES PRICE
---------------------------
11,000 $3.50
6,000 $2.69
8,000 $2.31
67,000 $2.13
68,000 $1.25
5,000 $1.10
-----------
165,000
===========
12
EQUITY COMPENSATION PLAN INFORMATION
- ------------------------------------
The following table provides information as of December 31, 2002 with respect to
shares of Common Stock that may be issued under the Company's existing equity
compensation plans. All of the existing equity compensation plans have been
approved by the Company's shareholders.
- -------------------------------- ------------------------------ ------------------------------ ------------------------------
(a) (b) (c)
- -------------------------------- ------------------------------ ------------------------------ ------------------------------
Number of securities
Number of securities to be Weighted-average exercise remaining available for
issued upon exercise of price of outstanding future issuance under equity
Plan Category outstanding options, options, warrants and rights compensation plans
warrants and rights (excluding securities
reflected in column (a))
- -------------------------------- ------------------------------ ------------------------------ ------------------------------
Equity compensation plans
approved by security holders 165,000 $1.86 153,500
- -------------------------------- ------------------------------ ------------------------------ ------------------------------
Equity compensation plans not
approved by security holders None None None
- -------------------------------- ------------------------------ ------------------------------ ------------------------------
Total 165,000 $1.86 153,500
- -------------------------------- ------------------------------ ------------------------------ ------------------------------
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- -----------------------------------------------------------
During fiscal 2002, the Compensation Committee consisted of Gordon S. Marshall,
Sanford B. Ehrlich and Howard C. White and those directors currently serve as
the members of the Compensation Committee. None of the members of the
Compensation Committee serves as an officer or employee of the Company during
the past fiscal year and there were no compensation committee interlocks with
other companies within the meaning of the Securities and Exchange Commission's
rules during the past fiscal year.
BONUS PLAN
- ----------
On August 7, 1997 the Compensation Committee of the Board of Directors adopted a
bonus plan for executives of the Company effective with years beginning January
1, 1997. The plan provides that bonuses will be paid to certain executives of
the Company based on a formula of after tax profits which exceed an 8% return on
equity, weighted 70% on the current year and 30% on the prior year. The bonus is
calculated as a percentage of salary which equals 3, 4, or 5 times the
percentage of after tax profits which exceeds an 8% return on equity, weighted
70% on the current year's performance and 30% on the prior year's performance.
All executive officers participate in the plan. No bonuses were accrued or paid
for each of the years ended December 31, 2002 and 2001.
13
CHANGE IN INDEPENDENT ACCOUNTANTS
- ---------------------------------
On April 1, 2003, the Company's audit committee, as affirmed by the board of
directors, dismissed KPMG, LLP ("KPMG") as the Company's independent auditors
for the year ending December 31, 2003, and appointed BDO Seidman, LLP as the
Company's independent auditors.
The decision to change auditors is the result of the Company's ongoing efforts
to reduce expenses. KPMG's reports on the Company's financial statements for the
fiscal years ended December 31, 2002 and 2001 did not contain an adverse opinion
or disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2002 and 2001, and through the
subsequent period ended March 26, 2003, there were no disagreements with KPMG on
any matter of accounting principle or practice, financial statement disclosure,
or auditing scope or procedure which, if not resolved to KPMG's satisfaction,
would have caused them to make reference to the subject matter of the
disagreement in connection with the audit reports on the Company's financial
statements for such years.
During the fiscal years ended December 31, 2002 and 2001, and through the
subsequent period ended March 31, 2003, there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K. The Company has provided KPMG
with a copy of the foregoing disclosure and KPMG has indicated that it agrees
with the statements in the disclosure.
Neither the Company nor anyone engaged on its behalf has consulted with BDO
Seidman, LLP during the Company's two most recently completed fiscal years or
during its current fiscal year with regard to either: (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements; or (ii) any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) or Regulation S-K.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- -------------------------------------------------------
Section 16(a) of the Exchange Act requires "insiders," including the Company's
executive officers, directors and beneficial owners of more than 10% of the
Company's Common Stock, to file reports of ownership and changes in ownership of
our Common Stock with the Securities and Exchange Commission and NASDAQ, and to
furnish the Company with copies of all Section 16(a) forms they file. To the
best of our knowledge, based solely on our review of the copies of such forms
received by the Company, or written representations from reporting persons that
no Form 5s were required for those persons, the Company believes that the
insiders have complied with all applicable Section 16(a) filing requirements
during fiscal 2002.
14
SHAREHOLDER PROPOSALS
- ---------------------
Shareholder proposals complying with the applicable rules under the Securities
and Exchange Act of 1934 intended to be presented at the Annual Meeting of
Shareholders of the Company to be held on the first Wednesday in May 2004 must
be received by the Company by February 2, 2004 to be eligible for inclusion in
the Company's proxy materials for such meeting. Such proposals should be
directed to the attention of the Secretary, Amistar Corporation, 237 Via Vera
Cruz, San Marcos, CA 92069. If a shareholder notifies the Company in writing
prior to February 2, 2004, that he or she intends to present a proposal at the
Company's 2004 Annual Meeting of Shareholders, the proxy holders designated by
the Board of Directors may exercise their discretionary voting authority with
regard to the shareholder's proposal and the proxy holder's intentions with
respect to the proposal. If the shareholder does not notify the Company by such
date, the proxy holders may exercise their discretionary voting authority with
respect to the proposal without such discussion in the proxy statement.
OTHER BUSINESS
- --------------
The Company is not aware of any other business to be presented at the Annual
Meeting. All shares of Common Stock represented by proxies will be voted in
favor of the proposals of the Company unless otherwise indicated on the form of
proxy. If any other matters come before the meeting, proxy holders will vote
thereon according to their best judgment.
By Order of the Board of Directors
By: \s\ William W. Holl
-------------------
William W. Holl
Secretary
San Marcos, California
March 26, 2003
15