SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
|_| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)
(2))
|X| Definitive Information Statement
ALLERGY RESEARCH GROUP, INC.
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX)
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) 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.
2300 NORTH LOOP ROAD
ALAMEDA, CALIFORNIA 94502
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being furnished on or about August 4, 2008
to the holders of record as of the close of business on July 28, 2008 of the
common stock of Allergy Research Group, Inc., a Florida corporation ("Allergy
Research" or the "Company").
Allergy Research's Board of Directors has approved, and a total of 2
stockholders owning 9,863,250 shares of the 14,666,200 shares of common stock
outstanding as of July 28, 2008, have consented in writing to the action
described below. Such approval and consent constitute the approval and consent
of a majority of the total number of shares of outstanding common stock and are
sufficient under the Florida Business Corporation's Act and Allergy Research's
Bylaws to approve the action. Accordingly, the action will not be submitted to
the other stockholders of Allergy Research for a vote, and this Information
Statement is being furnished to stockholders to provide them with certain
information concerning the action in accordance with the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
regulations promulgated thereunder, including Regulation 14C.
ACTION BY BOARD OF DIRECTORS
AND
CONSENTING STOCKHOLDER
GENERAL
Allergy Research will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. Allergy
Research will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending this Information
Statement to the beneficial owners of Allergy Research's common stock.
We will only deliver one Information Statement to multiple security holders
sharing an address unless we have received contrary instructions from one or
more of the security holders. Upon written or oral request, Allergy Research
will promptly deliver a separate copy of this Information Statement and any
future annual reports and information statements to any security holder at a
shared address to which a single copy of this Information Statement was
delivered, or deliver a single copy of this Information Statement and any future
annual reports and information statements to any security holder or holders
sharing an address to which multiple copies are now delivered. You should direct
any such requests to the following address: Allergy Research Group, Inc., 2300
North Loop Road, Alameda, California 94502. Attn: Fred Salomon, President. Mr.
Salomon may also be reached by telephone at (510) 263-2000.
INFORMATION ON CONSENTING STOCKHOLDER
Pursuant to Allergy Research's Bylaws and the Florida Business Corporation's Act
("FBCA"), a vote by the holders of at least a majority of Allergy Research's
outstanding capital stock is required to effect the action described herein.
Allergy Research's Articles of Incorporation do not authorize cumulative voting.
As of the record date, Allergy Research had 14,666,200 voting shares of common
stock issued and outstanding of which 7,333,101 shares are required to pass any
stockholder resolutions. The consenting stockholders are the beneficial owner of
9,863,250 shares (all of which are held directly or in trusts over which the
consenting stockholders act as trustees), which represents approximately 67% of
the issued and outstanding shares of Allergy Research's common stock. Pursuant
to Section 607.0704 of the FBCA, the consenting stockholders voted in favor of
the actions described herein in a joint written consent, dated July 28, 2008. No
consideration was paid for the consent. The consenting stockholders' names,
affiliations with Allergy Research, and beneficial holdings are as follows:
1
- --------------------------------------------------------------------------------------------------------------------
BENEFICIAL HOLDER AND
NAME AFFILIATION SHARES BENEFICIALLY HELD PERCENTAGE
- --------------------------------------------------------------------------------------------------------------------
Stephen A. Levine, Ph.D. Chief Executive Officer, Chief 9,863,250(1) 67%
2300 North Loop Road Financial Officer and Director
Alameda, CA 94502
Susan D. Levine Vice-president, Secretary and
2300 North Loop Road Director 9,863,250(1) 67%
Alameda, CA 94502
(1) Represent shares held by both stockholders jointly as community
property as to 2,750,000 shares and as trustees for various revocable
trusts established for the benefit of themselves and their children as
to 6,092,308 and 707,692, respectively.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Our independent directors represent interested persons in the sole matter to be
acted upon. We have received no notice from any of our directors that they will
oppose any action to be taken.
PROPOSALS BY SECURITY HOLDERS
None.
DISSENTERS RIGHTS OF APPRAISAL
Pursuant to the FBCA, none of the corporate actions described in this
Information Statement will afford to stockholders the opportunity to dissent
from the actions described herein and to receive an agreed or judicially
appraised value for their shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 28, 2008, certain information
regarding the ownership of Allergy Research's capital stock by each director and
executive officer of Allergy Research, each person who is known to Allergy
Research to be a beneficial owner of more than 5% of any class of its voting
stock, and by all officers and directors of Allergy Research as a group. Unless
otherwise indicated below, to our knowledge, all persons listed below have sole
voting and investing power with respect to their shares of capital stock,
including shares held in trust, except to the extent authority is shared by
spouses under applicable community property laws.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally includes voting or
investment power with respect to securities. Shares of common stock subject to
options, warrants or convertible securities exercisable or convertible within 60
days of July 28, 2008 are deemed outstanding for computing the percentage of the
person or entity holding such options, warrants or convertible securities but
are not deemed outstanding for computing the percentage of any other person, and
is based on 14,666,200 shares issued and outstanding on a fully diluted basis,
as of July 28, 2008.
2
- ------------------------------ ----------------------------------- ---------------------------- --------------------
Name and Address of Beneficial Amount and Nature of
Title of Class Owner Beneficial Ownership Percent of Class(1)
- ------------------------------ ----------------------------------- ---------------------------- --------------------
$.001 par value common stock Stephen A. Levine, Ph.D.
2300 North Loop Road 9,863,250(2) 67%(2)
Alameda, CA 94502
$.001 par value common stock Susan D. Levine
2300 North Loop Road 9,863,250(2) 67%(2)
Alameda, CA 94502
$.001 par value common stock Manfred Salomon 99,750 .7%
2300 North Loop Road
Alameda, CA 94502
$.001 par value common stock Officers and Directors as a group 9,963,000 68%
(1) Percentages are based on 14,666,200 shares outstanding on July 28, 2008.
(2) Represents 2,750,000 shares held jointly with the Company's Secretary,
Susan D. Levine, and Chief Executive Officer, Dr. Stephen A. Levine, as
community property; 6,092,308 shares held by them as Trustees of The
Levine Family Trust (UTD March 21, 1990, as amended); and 707,692 shares
held by them as Trustees of the Stephen and Susan Levine TR, the Levine
Children's TR (UTD March 27, 1998).
EXECUTIVE COMPENSATION
The following table sets forth the remuneration to Allergy Research's named
executive officers for the past three fiscal years:
SUMMARY COMPENSATION TABLE
Long Term Compensation
-------------------------- ----------
Annual Compensation Awards Payouts
------------------------------------ -------------------------- ----------
Other Restricted Securities
Annual Stock Under lying LTIP All Other
Name and Principal Salary Bonus Compensation Award(s) Options Payouts Compensation
Position Year ($)(6) ($) ($) ($) (#) ($) ($)
- -------------------- -------- ------------- ---------- ----------- ------------ ------------- ---------- ------------
Stephen Levine, CEO 2005 309,616 100,000 20,422(1)
2006 309,616 90,000 20,422(1)
2007 323,359 90,000 20,672(2)
Manfred (Fred) 2005 115,385 100,000 10,500(3)
Salomon, 2006 115,385 90,000 10,500(3)
President 2007 120,461 100,000 11,000(3)
Susan Levine, 2005 186,562 40,000 18,006(4)
Secretary 2006 186,562 36,000 18,006(4)
2007 194,651 36,000 18,256(5)
(1) Represents 401(k) matching funds of $11,000, long-term disability policy of
$2,427 and a life insurance policy of $6,995.
(2) Represents 401(k) matching funds of $11,250, long-term disability of $2,427
and a life insurance policy of $6,995.
(3) Represents 401(k) matching funds.
(4) Represents 401(k) matching funds of $11,000, long-term disability policy of
$2,251 and a life insurance policy of $4,755.
(5) Represents 401(k) matching funds of $11,250, long-term disability policy of
$2,251 and a life insurance policy of $4,755.
(6) There has not been a salary increase for officers since 2003. The 2007
wages were higher than 2005 and 2006 due to our bi-weekly processing of
payroll and the timing of payments.
3
During the fiscal years ended December 31, 2007 and 2006, we did not grant any
stock options to executive officers. Options granted in 2003 are included in the
table below:
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Number of Securities % of Total
Underlying Options/ Options/SAR's Granted
SARs to Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Manfred Salomon 98,250(1) 26% $.40 per share 05/12/2008
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) Exercised as to all shares on May 12, 2008.
The following table is intended to provide information as to the number of stock
options exercised by each of the executive officers listed above, the value
realized upon exercise of such options, and the number and value of any
unexercised options still held by such individuals.
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at FY-
FY-End (#) End ($)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
- -------------------------- ---------------------- --------------------- --------------------- ----------------------
Manfred Salomon 0 0 98,250/0 $84,495/0(1)
(1) On May 12, 2003, Allergy Research issued options to purchase 98,250
shares of common stock to Manfred Salomon under the Company's 1998
Incentive Stock Option Plan. These options were exercised for $.40 per
share on May 12, 2008, the expiration date, pursuant to Mr. Salomon's
agreement not to dispose of the shares during the six months following
the exercise date without Board approval.
REMUNERATION PAID TO DIRECTORS
With the exception of compensation paid to officers, no remuneration was paid to
the Company's directors during its fiscal years ended December 31, 2006 and
2005; however, during 2007 we compensated our independent director $1,500 per
meeting attended ($6,000). On July 11, 2006, the Company's stockholders approved
compensation to our independent directors equal to $1,500 per meeting attended
in person or by teleconference, plus reasonable travel expenses for in-person
attendance.
EMPLOYMENT AGREEMENTS
We do not have a current employment agreement with any of our officers,
including our Chief Executive Officer and our President.
4
EMPLOYEE BENEFITS
1998 Incentive Stock Option Plan. Our Board of Directors and stockholders
adopted the 1998 Incentive Stock Option Plan on July 10, 1998 and reserved an
aggregate of 1,000,000 shares of common stock for grants of stock options under
the plan. The purposes of the 1998 Incentive Stock Option Plan are (a) to
attract and retain the best available people for positions of substantial
responsibility and (b) to provide additional incentives to the employees of the
Company and to promote the success of the Company's business.
The 1998 Incentive Stock Option Plan is administered by the Board of Directors,
which has the authority to select individuals who are to receive options under
the Plan and to specify the terms and conditions of each option so granted
(incentive or nonqualified), the vesting provisions, the option term and the
exercise price. The 1998 Incentive Stock Option Plan includes two separate
plans: Plan A provides for the granting of options that are intended to qualify
as incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and Plan B provides for the
granting of non-qualified stock options. Each Plan will terminate on September
23, 2012, unless sooner terminated by the Board.
An option granted under the 1998 Incentive Stock Option Plan expires five (5)
years from the date of grant or, if earlier, on the date of the optionee's
termination of employment or service, or no more than six (6) months after the
optionee's death or disability. Options granted under the 1998 Incentive Stock
Option Plan are not generally transferable by the optionee except by will or the
laws of descent and distribution and generally are exercisable during the
lifetime of the optionee only by such optionee. The Board of Directors has
authority to grant options under the 1998 Incentive Stock Option Plan to
non-officer employees (including outside directors) of the Company and
consultants to the Company at an exercise price not lower than the fair market
value of the common stock on the date of grant.
In the event of (i) the merger or consolidation of the Company in which it is
not the surviving corporation, or pursuant to which shares of common stock are
converted into cash, securities or other property (other than a merger in which
holders of common stock immediately before the merger have the same
proportionate ownership of the capital stock of the surviving corporation
immediately after the merger), (ii) the sale, lease, exchange or other transfer
of all or substantially all of the Company's assets (other than a transfer to a
majority-owned subsidiary), or (iii) the approval by the holders of common stock
of any plan or proposal for the Company's liquidation or dissolution (each,
"Corporate Transaction"), the Board of Directors will determine whether
provision will be made in connection with the Corporate Transactions for
assumption of the options under the 1998 Incentive Stock Option Plan or
substitution of appropriate new options covering the stock of the successor
corporation, or an affiliate of the successor corporation. If the Board of
Directors determines that no such assumption or substitution will be made, each
outstanding option under the 1998 Incentive Stock Option Plan shall
automatically accelerate so that it will become 100% vested and exercisable
immediately before the Corporate Transaction.
RULE 401(K) RETIREMENT PLAN. In January 1997, Allergy Research adopted the
401(k) Retirement Plan of its wholly-owned subsidiary, Nutricology, Inc. (the
"401(k) Plan"). Eligible employees may contribute any portion of their annual
compensation, subject to the limitations established annually by the Internal
Revenue Service, and the Company will match 100 percent of an employee's
contribution, limited to 5% of the employee's compensation. Total provisions
with respect to these plans approximated $94,000 and $76,000, for the years
ended December 31, 2007 and 2006, respectively. The lesser amount in 2006 is due
to a refund of 2005 matching which was applied to 2006 and reduced the amount
the company had to pay.
CAFETERIA PLAN. In May 1999, Allergy Research adopted the Nutricology,
Inc./Allergy Research Group, Inc. Cafeteria Plan pursuant to section 125 of the
Internal Revenue Code ("Cafeteria Plan"), retroactive to January 1999. Eligible
employees may contribute a portion of their upcoming pay to special funds or
accounts to pay for certain benefits under the Cafeteria Plan, including health
care reimbursement, day-care assistance and insurance premiums on health care
insurance programs. Ordinarily, these expenses would be paid with out-of-pocket,
taxable dollars. Under the Cafeteria Plan, the amounts contributed are not
subject to Federal income or Social Security taxes. Employees may submit
requests for reimbursement of these expenses to the administrator of the
Cafeteria Plan, BenefitStreet, at any time during a plan year. At the end of
each plan year, the employees forfeit any unspent monies unless requests for
reimbursement are made no later than 90 days after the end of the year. In 2005,
the plan was amended to allow eligible expenses to include those incurred
through March 15 of the following year. We automatically contribute enough of
the employee's compensation to pay for insurance coverage provided under our
health plan; however, it is up to the employee to determine the amount of any
additional contributions.
5
COMPENSATION COMMITTEE FUNCTIONS
The Company does not currently have a compensation committee. Any compensation
for officers must be approved by the Board of Directors. Compensation for
Directors must be approved by the stockholders under the Company's Bylaws.
Our Board of Directors reviews compensation for all officers of the Company and
determines the amount of compensation, including bonus compensation, based on
employee performance and qualifications, market conditions and the Company's
financial performance, among other criteria. In determining compensation,
including equity compensation, the Board receives recommendations from the
Company's senior management, which are typically presented to the Board by its
Chief Executive Officer and Chief Financial Officer, Dr. Stephen Levine, and its
President, Fred Salomon.
The following discussion sets forth the types of compensation, objectives and
policies considered by our Board of Directors in establishing compensation for
our executive officers, including Dr. Levine, Susan Levine and Fred Salomon, who
are each listed on the Summary Compensation table below.
The Company's compensation policies are designed to attract and retain
experienced and highly competent individuals and to provide incentives which
reward contributions by such individuals to the success and implementation of
our business strategies, while enhancing long-term stockholder value. At the
same time, our executive compensation structure is relatively straightforward
and simple in design, and is scaled in accordance with both the size and scope
of our operations and the economies of the communities in which the Company
operates and in which its executives are based.
Compensation of our executive officers consists primarily of a base salary,
representing a "not-at-risk" component intended to provide market rate
compensation to our officers for fulfilling the responsibilities of their
respective positions, plus an "at-risk" component consisting of an opportunity
for each of our key officers to receive a discretionary bonus at the end of the
year. Discretionary bonuses are generally determined as an aggregate percentage
of the Company's annual net income before taxes to be distributed to all
employees as determined by the Board of Directors.
Our officers also participate in the 401(k) retirement plan that the Company
makes available to substantially all of its employees, and a portion of any
annual, discretionary contributions made by the Company to this plan is
allocated to the account of each participating employee (including each
participating executive officer). The Company's compensation programs do not
include extensive fringe benefits for either officer or non-officer employees.
The opportunity to participate in group insurance benefits is made available to
all full-time employees, including our officers. Our employee benefit plans were
discussed in more detail earlier.
From time to time, our Board of Directors may determine to grant options to
purchase shares of our common stock to our executive officers and other
employees as bonus or incentive compensation under our 1998 Incentive Stock
Option Plan (discussed below). No options have been granted by our Board of
Directors to any of our employees since 2003 and no options were outstanding as
of July 28, 2008. Since 2004, the Board has granted incentive compensation in
the form of annual cash bonuses as based on overall Company performance.
There is no predetermined target allocation or mix of the elements of
compensation listed above. However, as described above and indicated by the
Summary Compensation Table presented earlier, our Board of Directors intends
that each executive officer's compensation will consist primarily of the base
salary plus any annual bonus earned.
Our executive salaries are set at a level believed by the Board of Directors to
be appropriate to the size and scope of the Company's operations, its
reputation, financial results and position in the marketplace. Accordingly, the
Board of Directors does not engage in any "benchmarking" or similar comparisons
to a peer group of nutritional supplement companies in setting the compensation
of our officers, since those companies vary widely in size, market position,
quality and location.
6
The Board believes that providing each of our key executives with the
opportunity to earn a bonus that can represent a significant portion of such
officer's total compensation for any year in which the Company achieves
significant pre-tax income, despite the difficult competitive conditions we have
faced over the past two fiscal years provides the most direct and effective
means of rewarding our officers for managing the Company in a manner that seeks
to preserve and enhance stockholder value. Accordingly, for each of the last
three years, the Board has provided the Company's executive officers with the
opportunity to earn annual bonuses as reflected on the Summary Compensation
Table. The Board of Directors retains the discretion to make changes or
eliminate a bonus payment to any officer in accordance with its ultimate
evaluation of such officer's performance during the year. In the usual case, if
the Company is profitable bonuses will be paid accordingly. Reflecting the lower
net earnings of the Company in 2005 and 2006, the Board decreased annual bonuses
awarded to executive officers in 2005 by approximately 20% from bonuses awarded
in 2004, and by approximately 10% in 2006 from 2005.
Our Board of Directors makes every reasonable effort to ensure that all
compensation paid to our executive officers is fully deductible, provided it
determines that application of applicable limits are consistent with our needs
and executive compensation philosophy. Our income tax deduction for executive
compensation is limited by Section 162(m) of the Internal Revenue Code to $1
million per executive per year, unless compensation above that amount is
"performance-based." This limit applies to our Chief Executive Officer and the
other executive officers that are most highly compensated. They are identified
in the Summary Compensation Table below. We have not had any deductions limited
by Section 162(m) of the Internal Revenue Code to date.
NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER
The following action was taken based upon the unanimous recommendation of
Allergy Research's Board of Directors and the written consent of the consenting
stockholders:
ACTION 1
CHANGE IN INDEPENDENT DIRECTOR COMPENSATION
On July 24, 2008, the Board of Directors recommended and on July 28, 2008 the
consenting stockholders unanimously adopted and approved an amended plan of
compensation for the independent directors serving on the Allergy Research Board
of Directors. The Board of Directors has determined that the existing
compensation plan for independent directors, approved by the Stockholders at the
Company's annual meeting held July 11, 2006, is no longer sufficient to enable
the Company to attract to and maintain independent directors on our Board. On
July 21, 2008, our Board of Directors appointed Paul R. Porreca to serve as an
additional independent director on our Board. Following Mr. Porreca's
appointment, the existing compensation plan whereby each independent director
receives a flat fee of $1,500 per meeting attended in person or by
teleconference, plus reasonable travel expenses for in-person attendance, was
revisited.
The Board of Directors has determined that it is in the best interests of the
Company and its stockholders that independent directors be appointed to our
Board in order to enable the Company to establish independent board committees.
It is also important to our success that we be able to maintain independent
directors on our Board once they have been appointed. In constructing a new
compensation plan for independent directors, our Board gave consideration to the
fact that different directors would bring different skills and it was determined
that, if a particular director could provide additional services to the Board
outside of attendance at meetings, Allergy Research should have the flexibility
to compensate them accordingly on an hourly basis. Based on review of the
qualifications of the Board's existing members and the need to attract
additional independent directors, the Board approved the payment of (a) $2,000
per Board or, other than the chairman thereof, committee meeting attended in
person or by teleconference, plus reasonable travel expenses for in-person
attendance, (b) $2,500 per committee meeting attended by the chairman of such
committee, and, (c) an hourly rate of, in the Board's discretion, up to $250 per
hour for services rendered to the Board outside of formal meetings of the Board
or committee provided such services are related solely to the individual
member's service on the Board or a committee of the Board.
7
In determining the independence of directors, our Board of Directors considers
information regarding the relationships between each director and his or her
family and us. Our Board of Directors makes its determinations under the listing
requirements of the FINRA. The FINRA independence definition includes a series
of objective tests, such as the director is not our employee and has not engaged
in various types of business dealings with us. As required by the FINRA listing
requirements, our Board of Directors makes a subjective determination as to each
independent director that no relationships exist that, in the opinion of the
Board of Directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.
It is the practice of the Board of Directors to meet at least four (4) times
annually to review the Company's annual and quarterly financial statements and
reports, and to hold additional meetings as necessary to discuss the Company's
business and financial affairs. Because some of our directors may be compensated
on an hourly basis in addition to attendance at Board meetings, we cannot
predict total compensation to independent directors for the fiscal year ending
December 31, 2008, nor can we provide a table based on meetings held in 2007
which would give stockholders an idea of what would have been paid to
independent directors during that year had the plan been in place for that time
period. During the fiscal year ended December 31, 2007, the Company paid our
independent director, Ed Kane, a total of $6,000 (or $1,500 for each of four
meetings attended in person or by teleconference). Had all independent directors
been paid $2,000 per meeting with no hourly fees during the fiscal year ended
December 31, 2007, total compensation would have been as follows:
NEW PLAN BENEFITS
INDEPENDENT DIRECTOR COMPENSATION PLAN
NAME AND POSITION DOLLAR VALUE ($) NUMBER OF UNITS(3)
- ----------------- ---------------- ---------------
Stephen A. Levine, CEO and CFO None N/A
Manfred (Fred) Salomon, None N/A
President(4)
Susan Levine, None N/A
Secretary and Vice President
Executive Group None N/A
Non-Executive Director Group(1) $16,000 (2) N/A
Non-Executive Officer Employee Group None N/A
(1) Currently, we have two independent directors, Ed Kane and Paul R.
Porreca.
(2) Based on four board meetings attended in person or by telephone by both
directors during the fiscal year ended December 31, 2007, assuming
compensation under the new plan at $2,000 per meeting and no hourly
compensation. There were no committee meetings held during 2007.
(3) No non-cash compensation will be received by independent directors
under the plan.
(4) Mr. Salomon is not a nominee for director, nor has he held a position
on the Board of Directors at any time.
ADDITIONAL AND AVAILABLE INFORMATION
Allergy Research is subject to the informational filing requirements of the
Exchange Act and, in accordance therewith, is required to file periodic reports,
proxy statements and other information with the SEC relating to its business,
financial condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facility
maintained by the Securities and Exchange Commission ("SEC") at 100 F Street,
N.E., Washington, D.C. 20549. Information regarding the public reference
facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. Our
filings are also available to the public on the SEC's website (www.sec.gov).
Copies of such materials may also be obtained by mail from the Public Reference
Section of the SEC at 100 F Street N.E., Washington, D.C. 20549 at prescribed
rates.
8
STATEMENT OF ADDITIONAL INFORMATION
Allergy Research's Annual Report on Form 10-KSB filed with the SEC on March 31,
2008, Quarterly Report filed on Form 10-QSB on May 13, 2008, and Current Report
on Form 8-K filed on July 24, 2008 have been incorporated herein by this
reference.
Allergy Research will provide without charge to each person, including any
beneficial owner of such person, to whom a copy of this Information Statement
has been delivered, on written or oral request, a copy of any and all of the
documents referred to above that have been or may be incorporated by reference
herein other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference herein).
All documents filed by Allergy Research pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Information Statement
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Information Statement.
COMPANY CONTACT INFORMATION
All inquiries regarding Allergy Research should be addressed to Fred Salomon,
President, at Allergy Research's principal executive offices, at: Allergy
Research Group, Inc., 2300 North Loop Road, Alameda, California 94502, telephone
(510) 263-2000.
By Order of the Board of Directors of
ALLERGY RESEARCH GROUP, INC.
By: /s/ Stephen A. Levine
---------------------------------------
Stephen A. Levine, Chief Executive Officer,
Chief Financial Officer and Director
9