SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 25, 2004
AMERALIA, INC.
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(Exact name of Registrant as specified in its charter)
Commission file number: 0-15474
Utah 84-0631765
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(State or other jurisdiction (IRS Employer Identification
incorporation or organization) Number)
20971 E. Smoky Hill Rd, Centennial, CO 80015
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(Address of Principal Executive Offices)
(720) 876-2373
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Registrant's telephone number, including area code:
Not applicable
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(Former Address of Principal Executive Offices)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
The Company held its annual general meeting of shareholders on Friday
June 25, 2004 at 10 a.m. in Skokie, Chicago. A total of 15,485,631 shares of the
common stock representing 93% of the issued and outstanding common stock able to
vote were present and constituted a quorum for the meeting. There were three
proposals before the meeting:
1. Election of directors
2. Ratification of financing arrangements and purchase of assets of
White River Nahcolite Minerals, LLC; and
3. Confirmation of the appointment of HJ & Associates as Independent
Auditors.
As previously reported in our filings, there is a shareholder voting
agreement with our major shareholder, Ms. Jacqueline Badger Mars in her capacity
as trustee. This agreement provides that the directors of AmerAlia can require
the Trust to be present by proxy at any meeting requiring a vote of the common
stockholders to ensure a quorum is present. This agreement further provides
that, except as noted below, the Trust will abstain from voting any of its
shares of common stock provided that, if the Sentient Entities request that the
Trust vote its shares of common stock, then the Trust will vote its shares in
the same proportion as the other shareholders vote their shares. This
restriction on the right of the Trust to vote its stock expires March 19, 2006.
The Board requested the Trust be present to establish a quorum but the
Sentient Entities did not ask the Trust to vote its shares for Proposals 1 and
3, consequently, the Trust's 7,929,820 shares were Withheld on Proposal 1 and
Abstained on Proposal 3.
Shareholder and voting agreements between the directors of AmerAlia
(but not including Mr. Woolard) and the Mars Trust required the Mars Trust to
vote on the second proposal in the same way and in proportion to how each
individual director voted his own shares. As each of the directors voted his own
shares in favor of the second proposal, the Mars Trust was obliged to vote all
its shares in favor of the second proposal.
The outcomes of the voting were as follows:
Proposal 1: Election of Directors.
<Table>
<Caption>
NAME FOR WITHHELD
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Bill H. Gunn 7,517,173 7,968,458
Neil E. Summerson 7,517,398 7,968,233
Robert C. J. van Mourik 7,517,148 7,968,483
James V. Riley 7,528,898 7,956,733
Robert C. Woolard 7,517,398 7,968,233
Geoffrey C. Murphy 7,517,398 7,968,233
J. Jeffrey Geldermann 7,517,398 7,968,233
</Table>
The election of all nominees for directors was thereby confirmed.
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Proposal 2: To ratify the financing arrangements and purchase of assets of White
River Nahcolite Minerals, LLC.
<Table>
<Caption>
FOR AGAINST ABSTAINED
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15,446,123 37,263 2,245
</Table>
The proposal was thereby approved.
Proposal 3: To confirm the appointment of HJ & Associates as Independent
Auditors.
<Table>
<Caption>
FOR AGAINST ABSTAINED
---------- --------- ---------
7,484,303 67,263 7,934,065
</Table>
The proposal was thereby approved.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMERALIA, INC.
June 28, 2004 By: /s/ Robert van Mourik
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Robert C.J. van Mourik,
Executive Vice President
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