ADVANCED PRECISION TECHNOLOGY, INC.
2271-D SOUTH VASCO ROAD
LIVERMORE, CA 94550
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 8, 2001
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May 7, 2001
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Advanced Precision Technology, Inc., a Nevada corporation
(the "Company"), will be held at the offices of the Company, located at 2271-D
South Vasco Road, Livermore, CA 94550 on June 8, 2001, commencing at 2:00
p.m., local time (PDT), for the following purposes:
1. To elect members of the Company's Board of Directors to serve
until the next Annual Meeting of Stockholders.
2. To approve the Incentive Stock Option Plan attached hereto as
Exhibit A.
3. To approve the retention of FELDMAN SHERB & CO., P.C. as
auditors.
4. To approve and ratify all actions of the Company's Board
of Directors since the Company's last Annual Meeting of
Stockholders.
5. To transact such other business as may properly be brought
before the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 2, 2001, as
the record date for the Annual Meeting or any adjournments thereof. Only
stockholders of record on the stock transfer books of the Company at the close
of business on that date are entitled to notice of, and to vote at, the Annual
Meeting.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE URGED
TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE THAT IS
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
/s/ James D. Homer
James D. Homer
Secretary
Livermore, California
May 7, 2001
ADVANCED PRECISION TECHNOLOGY, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Advanced Precision Technology, Inc. (the
"Company") for use at the Annual Meeting of Stockholders, to be held on June
8, 2001, at the time and place set forth in the notice of the meeting, and at
any adjournments thereof. The approximate date on which this Proxy Statement
and form of proxy are first being sent to stockholders is May 7, 2001.
If the enclosed proxy is properly executed and returned, it will be voted
in the manner directed by the stockholder. If no instructions are specified
with respect to any particular matter to be acted upon, proxies will be voted
in favor thereof. Any person giving the enclosed form of proxy has the power
to revoke it by voting in person at the meeting, or by giving written notice
of revocation to the Secretary of the Company at any time before the proxy is
exercised.
The holders of a majority in interest of all common stock, par value
$0.001 per share ("Common Stock") issued, outstanding and entitled to vote are
required to be present in person or to be represented by proxy at the meeting
in order to constitute a quorum for transaction of business. Approval of all
proposals on the agenda for the Annual Meeting will be decided by a majority
vote of the Common Stock entitled to vote at the meeting. Abstentions and
"non-votes" are counted as present in determining whether the quorum
requirement is satisfied. Abstentions and "non-votes" have the same effect as
votes against proposals presented to stockholders. A "non-vote" occurs when a
nominee holding shares for a beneficial owner votes on one proposal, but does
not vote on another proposal because the nominee does not have discretionary
voting power and has not received instructions from the beneficial owner.
The Company will bear the cost of the solicitation. It is expected that
the solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any extra
compensation for their activities) may also solicit proxies by telephone,
telegraph and in person and arrange for brokerage houses and other custodians,
nominees and fiduciaries to send proxies and proxy materials to their
principals at the expense of the Company.
The Company's principal executive offices are located at 2271-D South
Vasco Road, Livermore, California 94550 and its telephone number is (925)
447-6900.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on May 2, 2001 are
entitled to notice of and to vote at the meeting. On that date, the Company
had outstanding and entitled to vote 54,361,977 shares of Common Stock. Each
outstanding share of Common Stock entitles the record holder to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth as of May 2, 2001 certain information with
respect to beneficial ownership of the Common Stock by: (i) each person known
by the Company to own beneficially more than 5% of the Common Stock; (ii) each
of the Company's directors, (iii) each of the executive officers of the
Company; and (iv) all directors and executive officers as a group. This
information is based upon information received from or on behalf of the named
individual. Unless otherwise noted, each person identified possesses sole
voting and investment power over the shares listed.
Percentage
Name of Number of of Outstanding
Stockholder Shares Owned Common Stock
- ------------------- -------------- -------------
Bruce A. Pastorius 13,100,000 (1) 24.2%
Chairman, Chief Executive
Officer and President
James D. Homer 485,000 0.9%
Secretary and Director
B. Eugene Waite 10,000 (2) 0.1%
Director
Glenn Fishbine 75,000 0.1%
Director
James P. Roake 1,524,288 (3) 2.8%
Director
Diane M. Aldrich 0 0.0%
All Executive Officers and 15,194,288 28.1%
Directors as a Group
- -----------------------------------------------------------------------------
(1) Includes 5,285,000 shares held by BAP Technologies, a dba of Mr.
Pastorius, and 100,000 shares held by Holographics, Inc., each of which is
controlled by Mr. Pastorius. Also includes 1,050,000, the certificates
for which/ state the owner to be Mr. Pastorius as custodian for shares in
the names of Mr. Pastorius' children. As custodian, Mr. Pastorius
maintains voting control over such shares.
(2) Mr. Waite owns these shares jointly with his wife Dolly.
(3) Mr. Roake owns these shares jointly with his wife Ruth.
Audit Fees
The Company's Board of Directors does not have an Audit Committee or any
other committee. The Company's independent auditors were paid a total of
$28,000 for their professional services in rendering the audit of the
Company's financial statements for the year ended December 31, 2000. The
Company paid no other fees to the Company's independent auditor s for the year
ended December 31, 2000. The Company's Board of Directors believes that the
provision of the services rendered was compatible with maintaining the
principal accountant's independence.
Proposal 1:
The Company has nominated Bruce A. Pastorius, James D. Homer, B. Eugene
Waite, Glenn Fishbine, James P. Roake and Diane M. Aldrich to serve as members
of the Company's Board of Directors until the Company's next Annual Meeting of
stockholders.
Certain information as to the nominees to serve as members of the
Company's Board of Directors is set forth below:
Bruce A. Pastorius. Mr. Pastorius has been the Chairman of the Company's
Board of Directors, the Chief Executive Officer and President of the Company
since 1994. Mr. Pastorius has approximately 20 years experience in direct
sales, sales management, product management, and marketing to commercial and
government agencies. From 1993 to 1994, he was the President of Holographic
Credit Card, the assets of which were acquired by the Company in 1994. From
1980 to 1993, he worked for SDI USA, Inc. of San Mateo, California, a producer
of system software for IBM Mainframes in various management positions with
responsibilities for marketing, sales, training, regional and national
accounts. Mr. Pastorius received his Bachelor of Science degree in Business
Administration from the University of Minnesota. Mr. Pastorius is 44 years of
age.
James D. Homer. Mr. Homer has been the Secretary and a Director of the
Company since 1995. Mr. Homer has worked at the Western Area Channel
Operations of IBM since 1993, where he is responsible for developing the
area's Channel Business Unit, and leading the development, recognition, and
quality assurance functions for value-added resellers. Mr. Homer received his
Masters of Business Administration degree with emphasis in Finance from the
University of Minnesota. Mr. Homer is 43 years of age.
B. Eugene Waite. Mr. Waite has been a Director of the Company since
1995. Mr. Waite has served as the Director of Finance for the City of Rio
Rancho, New Mexico since 1992. From 1990 to 1992 Mr. Waite worked as a
Management Consultant. From 1980 to 1989 he worked for Honeywell Avionics
Systems Division as Director of Contract Management and Director of Finance
and Controller. Mr. Waite received his Bachelor of Science degree in Business
Administration from Duquesne University. Mr. Waite is 69 years of age.
Glenn Fishbine. Mr. Fishbine has been a Director of the Company since
June 2000. Mr. Fishbine has served as the Director of Information Systems for
Lake Region Manufacturing, Inc. since 1998. From 1997 to 1998 he was a Senior
Consultant for Biometric Design, LLC where he developed a manufacturing plan
for holographic camera systems. From 1985 to 1997 he was Senior Vice
President for Digital Biometrics, Inc., a company for which he was a
Co-Founder. Mr. Fishbine received his Bachelor of Arts degree in Political
Science and Economics from the University of New Mexico, and his Masters of
Arts degree in Political Science from the University of Minnesota. Mr.
Fishbine is 48 years of age.
James P. Roake. Mr. Roake has been a Director of the Company since June
2000. Mr. Roake founded Roake Development in 1994, a construction and
development company. In 1976, he founded Roake International, Inc., a small
fast food chain. Mr. Roake remains the active head of both companies. Mr.
Roake received his Bachelor of Science degree in Business Administration from
Portland State University. Mr. Roake is 53 years of age.
Diane M. Aldrich. Ms. Aldrich has been a Director of the Company since
September 2000. Ms. Aldrich has been COO, CFO, and Director of WEDJ, LLC and
COO, CFO, and Director of WEDJ Holdings, LTD of Reno, NV since 1998. She has
also been COO, CFO and Secretary/Treasurer of WEDJ Canada, Ltd., and COO, CFO,
Interim CEO, Secretary/Treasurer of Golden Triangle On-line, Inc., of Ontario,
Canada since 1998. She helped these Internet companies achieve significant
sales growth and profitability. From 1996 to 1998, she was consultant and
acting Vice President of Mooers, a merchant bank, where she was responsible
for capital financing, due diligence, acquisitions and providing financial
consulting and operation methodology with respect to acquisition targets.
Prior to that she was Vice President of Information Systems and Gaming
Division at Digital Biometrics, Inc. In 1986 she found Design Data, Inc.,
which developed state of the art imaging and relational database software for
governmental bodies nationwide for use in the tracking of gangs and gang
related activities. The software was installed in over 250 cities and
agencies before being sold to Digital Biometrics, Inc. Ms. Aldrich is 43
years of age.
The Company recommends voting in favor of each of the Directors nominated
by the Company.
Proposal 2:
The Company's Board of Directors has unanimously approved, and for the
reasons described below recommends that the stockholders approve, the
Incentive Stock Option Plan (the "Stock Option Plan"). The Company believes
that implementation of the Stock Option Plan is necessary to retain key
personnel to develop, market and sell the Company's products. In order for
the Company to perform on its business plan, approval of the Stock Option Plan
is critical. A copy of the Stock Option Plan is attached hereto as Exhibit A.
The Company recommends voting in favor of this proposal.
Proposal 3:
The Company's Board of Directors has retained the accounting firm of
FELDMAN SHERB & CO., P.C., as the Company's independent auditor. The Company
recommends voting in favor of this proposal.
Proposal 4:
The Company recommends that the stockholders ratify all actions of the
Board of Directors since the Company's last Annual Meeting of stockholders.
OTHER MATTERS
As of the date of this Proxy Statement, management knows of no matters
other than those set forth herein which will be presented for consideration at
the Annual Meeting. If any other matter or matters are properly brought
before the Annual Meeting or any adjournment thereof, the persons named in the
accompanying Proxy will have discretionary authority to vote, or otherwise
act, with respect to such matters in accordance with their judgment.
By order of the Board of Directors
/s/ James D. Homer
James D. Homer, Secretary
Livermore, California
May 7, 2001
EXHIBITS
Employee Stock Option Plan Exhibit A
Exhibit A
INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of this Incentive Stock Option Plan (this
"Plan") is to promote the interests of Advanced Precision Technology, Inc.
(the "Company") by encouraging its key employees to continue their association
with the Company and by providing such employees with the additional incentive
for industry and efficiency inherent in an opportunity to participate in the
ownership of the Company and in its future growth. The Company believes that
this purpose may be effected best by granting from time to time to key
employees incentive stock options to purchase shares of the Company's common
stock.
2. Option Shares. The shares of the Company's common stock that may be
subject to incentive stock options granted pursuant to this Plan shall be an
aggregate number of 2,500,000 shares of the Company's common stock. In the
event that an incentive stock option granted to purchase any of such shares of
the Company's common stock shall expire for any reason without being exercised
in full, the shares of the Company's common stock covered by the unexercised
portion of such option shall again become subject to incentive stock options
granted pursuant to this Plan.
3. Effective Date of the Plan. The effective date of this Plan shall be
July 1, 2001, provided the shareholders of the Company (acting at a duly
called meeting of such shareholders) also approve this Plan on or before July
1, 2001.
4. Administration of the Plan. The Plan shall be administered by the
Company's Board of Directors in the manner in which such directors see fit.
5. Eligibility. Only key employees of the Company shall be eligible for
the grant of an incentive stock option pursuant to this Plan. A key employee
can be a member of the Board of Directors of the Company, but no member of the
Board of Directors of the Company shall be deemed a key employee under this
Plan solely by reason of his/her membership on the Company's Board of
Directors.
6. Grant of Options. Incentive stock options shall be granted by the
Company acting through the Company's Board of Directors to key employees
pursuant to the terms and conditions of this Plan from time to time to
purchase shares of the Company's common stock. Each grant of an incentive
stock option pursuant to this Plan shall be evidenced by a written stock
option agreement (an "Option Agreement"), signed by a member of the Company's
Board of Directors or by a duly authorized officer of the Company, and each
Option Agreement shall incorporate such terms and conditions as the Board of
Directors acting in its discretion deems consistent with the terms of this
Plan. Such terms and conditions may include, without limitation, a condition
on the exercise of an option that restricts such exercise to installments over
a period set by the Company's Board of Directors that is equal to, or less
than the life of such option. The Company's Board of Directors (with the
written consent of the key employee) shall also have the power to amend an
option agreement to the extent that the Company's Board of Directors acting in
its discretion deems consistent with the terms and conditions of this Plan.
7. Option Price. The price for each share of the Company's common stock
subject to purchase under an incentive stock option granted pursuant to this
Plan (the "Option Price") shall be determined by the Company's Board of
Directors. Shares of the Company's common stock purchased pursuant to the
exercise of an incentive stock option shall be paid for (in full) in cash or
by certified check at the time of exercise. Notwithstanding the foregoing, at
the option of the Company's Board of Directors, the Company may elect to allow
a key employee not to tender any funds in payment of the Option Price and to
receive from the Company that number of shares of the Company's common stock
resulting from a calculation of the "Cashless Surrender Value". The Cashless
Surrender Value shall be a number equal to (i) the closing price of the
Company's common stock on the day the Company receives a notice of exercise
from a key employee multiplied by the number of options to be exercised minus
(ii) the Option Price multiplied by the number of Options to be exercised.
8. Life of Option. Each incentive stock option granted pursuant to this
Plan shall be exercisable on or after the first anniversary of the date the
option is granted and shall expire automatically on the date the option is
exercised in full or, if earlier, shall expire according to the terms of such
Option Agreement; provided, however, the terms of each such Option Agreement
shall make each incentive stock option (to the extent not fully exercised)
expire on or before the first to occur of (1) the end of the three consecutive
month period that immediately follows the last day (in his/her current year of
employment) that the key employee is employed by the Company, or (2) the date
that is the tenth anniversary of the date the option is granted. A stock
option shall be exercisable (if exercisable at all under clauses (1) and (2)
of this Section 8) after a key employee's termination of employment only to
the extent that such stock option was exercisable immediately before the date
his/her employment by the Company or its subsidiaries terminates.
9. Death or Disability. In the event that the employment of a key
employee of the Company terminates because the employee dies or becomes
disabled (within the meaning of Section 105(d)(4) of the Internal Revenue
Service (IRS) Code), the three consecutive month period described in Section
8(1) of this Plan automatically shall become a twelve consecutive month
period.
10. Other Outstanding Options. No incentive stock option granted
pursuant to this Plan on any date to a key employee shall be exercisable
while there is outstanding any other incentive stock option granted prior to
that date to that key employee to purchase stock of the Company or any
predecessor corporation to the Company. The exercise restriction described in
this Section 10 shall be incorporated in each Option Agreement.
11. Non-Transferability. No incentive stock option granted pursuant to
this Plan shall be transferable by a key employee otherwise than by will or by
the laws of descent or distribution and such option shall be exercisable
during the key employee's lifetime only by the key employee. The restriction
on transfer set forth in this Section 11 shall be incorporated in each Option
Agreement.
12. Securities Regulation. Each Option Agreement shall provide that,
upon the receipt of shares of the Company's common stock pursuant to the
exercise of an incentive stock option granted under this Plan, the key
employee shall, if so requested by the Company, hold such shares of the
Company's common stock for investment and not with a view to resale or
distribution to the public. As for shares of the Company's common stock
issued pursuant to this Plan, the Company at its expense may take such action,
if any, as it deems necessary or appropriate to register the original issuance
of such stock to a key employee under the Securities Act of 1933, as amended,
or under any other applicable securities laws or to qualify such shares of the
Company's common stock for an exemption under any such laws prior to the
issuance of such stock to a key employee; however, the Company shall have no
obligation whatsoever to take any such action in connection with the transfer,
resale or other disposition of such shares of the Company's common stock by a
key employee.
13. Life of the Plan. This Plan shall terminate on July 1, 2011, or,
if earlier, on the date on which all of the shares of the Company's common
stock reserved under Section 2 of this Plan have been issued as a result of
the exercise of incentive stock options granted pursuant to this Plan. The
full administrative powers of the Company's Board of Directors shall survive
the termination of this Plan until all such options have been exercised in
full or otherwise have expired.
14. Adjustment. The number of shares of the Company's common stock
available for the granting of options under Section 2 of this Plan and the
number of shares of the Company's common stock covered by incentive stock
options granted pursuant to this Plan shall be adjusted by the Company's Board
of Directors in an equitable manner to reflect any change in the
capitalization of the Company, including, but not limited to, such changes as
stock dividends or stock splits. Furthermore, the Company's Board of
Directors shall have the right to adjust the number of shares of the Company's
common stock available for the granting of options under Section 2 of this
Plan and the number of shares of the Company's common stock covered by
incentive stock options granted under this Plan in the event of any corporate
transaction that provides for the substitution or assumption of such stock
options. If any adjustment under this Section 14 would create a fractional
share of the Company's common stock or a right to acquire a fractional share
of the Company's common stock, such fractional share shall be disregarded and
the number of shares of the Company's common stock available under this Plan
and the number covered under any options granted pursuant to this Plan shall
be the next higher number of shares of the Company's common stock, rounding
all fractions upward. An adjustment made under this Section 14 by the
Company's Board of Directors shall be conclusive and binding on all affected
persons.
15. Treatment of Options Upon Sale or Merger of the Company. If the
Company agrees to sell all or substantially all of its assets for cash,
property or other securities or for a combination of cash, property or other
securities or agrees to any merger, consolidation, reorganization, division or
other corporate transaction, in which the Company's common stock is converted
into another security or into the right to receive securities, property or
cash and such agreement does not provide for the assumption or substitution of
incentive stock options granted under this Plan, each option agreement, at the
direction and discretion of the Company's Board of Directors may be cancelled
unilaterally by the Company in exchange for such consideration, if any, as the
Company's Board of Directors deems in its absolute discretion fair and
reasonable under the circumstances.
16. Amendment or Termination. This Plan may be amended by the
Company's Board of Directors from time to time to the extent that the
Company's Board of Directors deems necessary or appropriate provided, however,
no such amendment shall be made absent the approval of the shareholders of the
Company (1) to increase the number of shares of the Company's common stock
available under Section 2 of this Plan for granting incentive stock options,
(2) to extend the maximum life of the Plan under Section 13 of this Plan, (3)
to change the class of employees eligible for incentive stock options under
Section 5 of this Plan or to otherwise materially modify the requirements as
to eligibility for participation in the Plan, or (4) to otherwise materially
increase the benefits accruing under the Plan. The Company's Board of
Directors may suspend the granting of incentive stock options pursuant to this
Plan at any time and may terminate this Plan at any time; provided, however,
the Company's Board of Directors shall not have the right to modify, amend or
cancel any incentive stock option granted before such suspension or
termination unless (1) the key employee consents in writing to such
modification, amendment or cancellation or (2) there is a dissolution or
liquidation of the Company or a transaction described in Section 15 of this
Plan.
17. Miscellaneous. The headings to sections in this Plan have been
included for convenience of reference only.
PLEASE MARK AN X INDICATING WHETHER YOU ARE VOTING YES OR NO
WITH RESPECT TO EACH PROPOSAL
PROPOSAL 1:
Election of members of the Company's Board of Directors
Bruce A. Pastorius In favor [ ] Against [ ]
James D. Homer In favor [ ] Against [ ]
B. Eugene Waite In favor [ ] Against [ ]
Glenn Fishbine In favor [ ] Against [ ]
James P. Roake In favor [ ] Against [ ]
Diane M. Aldrich In favor [ ] Against [ ]
PROPOSAL 2:
Approval of the Incentive Stock Option Plan attached hereto as Exhibit A
YES [ ] NO [ ]
PROPOSAL 3:
Approval of FELDMAN SHERB & CO., P.C., as the Company's independent auditors
YES [ ] NO [ ]
PROPOSAL 4:
Ratification of all actions of the Company's Board of Directors since the last
Annual Meeting of Stockholders
YES [ ] NO [ ]
PROPOSAL 5:
AUTHORIZING THE COMPANY'S BOARD OF DIRECTORS TO VOTE IN THEIR DISCRETION UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
YES [ ] NO [ ]
PLEASE SIGN AND DATE THIS PROXY BELOW.
___________________________________
STOCKHOLDER NAME
___________________________________
STOCKHOLDER SIGNATURE
___________________________________
DATE