SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of
1934 (Amendment No. )
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Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Global Seafood Technologies, Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement)
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GLOBAL SEAFOOD TECHNOLOGIES, INC.
555 Bayview Avenue
Biloxi, Mississippi 39530
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NOTICE OF ANNUAL MEETING
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June 30, 2003
NOTICE IS HEREBY given that the Annual Meeting of the stockholders of
Global Seafood Technologies, Inc. (the "Company") will be held at 555 Bayview
Avenue, Biloxi, Mississippi 39530 on Friday, July 25, 2003 at 1:00 P.M. for the
following purposes:
1. To elect a Board of Directors.
2. To ratify the selection of the Company's independent certified
public accountants for the current fiscal year.
3. To transact such other business as may properly come before
the meeting.
Only stockholders of record as of the close of business on June 11,
2003 will be entitled to notice of and to vote at the annual meeting. A list of
the stockholders as of the record date will be available for inspection by
stockholders at the Company's corporate offices for a period of ten days prior
to the Annual Meeting.
Your attention is directed to the attached Proxy Statement.
Please sign, date and mail the enclosed proxy promptly in the enclosed
postage-paid envelope so that your shares will be represented at the meeting.
THE COMPANY URGES THAT AS MANY STOCKHOLDERS AS POSSIBLE BE REPRESENTED
AT THE MEETING. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE
URGED TO READ THE ATTACHED PROXY STATEMENT AND THEN FILL IN, DATE, SIGN AND
RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. IF YOU ARE PRESENT
IN PERSON AT THE MEETING, YOU MAY VOTE IN PERSON REGARDLESS OF HAVING SENT IN
YOUR PROXY. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING AND
YOUR PROMPTNESS WILL ASSIST US IN PREPARATIONS FOR THE MEETING.
By Order of the Board of Directors
Clayton F. Gutierrez, Secretary
GLOBAL SEAFOOD TECHNOLOGIES, INC.
555 Bayview Avenue
Biloxi, Mississippi 39530
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PROXY STATEMENT
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June 30, 2003
This proxy statement sets forth certain information with respect to the
accompanying proxy to be used at the 2003 Annual Meeting of stockholders (the
"Meeting") of Global Seafood Technologies, Inc. (the "Company") or at any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting. The proxy statement and enclosed form of proxy are first being
mailed to stockholders on or before July 7, 2003. The Board of Directors of the
Company solicits this proxy and urges you to sign the proxy, fill in the date
and return same immediately.
Shares of the Company's common stock, $.001 par value (the "Common
Stock"), represented by valid proxies in the enclosed form, executed and
received in time for the meeting, will be voted as directed, or if no direction
is indicated, will be voted for the election as directors of the nominees
described herein. Proxies are being solicited by mail, and, in addition,
officers and regular employees of the Company may solicit proxies by telephone
or personal interview. As is customary, the expense of solicitation will be
borne by the Company. The Company will also reimburse brokers for the expenses
of forwarding proxy solicitation material to beneficial owners of shares held of
record by such brokers. Your prompt cooperation is necessary in order to insure
a quorum and to avoid expense and delay.
PROXIES ARE REVOCABLE AT ANY TIME PRIOR TO BEING VOTED EITHER BY
WRITTEN NOTICE DELIVERED TO THE SECRETARY OF THE COMPANY OR BY VOTING AT THE
MEETING IN PERSON.
The mailing address of the principal executive offices of the Company
is 555 Bayview Avenue, Biloxi, MS 39530. The annual report of the Company for
the fiscal year ended March 31, 2003 ("Fiscal 2003") including consolidated
financial statements, supplementary financial information and management's
discussion and analysis of financial condition and results of operations,
accompanies this proxy statement.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's bylaws provide that the Board of Directors shall consist
of one or more members, the number thereof to be determined from time to time by
the Board of Directors. Directors need not be stockholders. Five directors were
elected at the last annual meeting of stockholders on July 26, 2002.
Proxies are solicited in favor of the five nominees named below, all of
whom are now serving as directors. In the event one or more of the nominees is
unable to serve as a director, it is intended that the proxies will be voted for
the election of such other person, if any, as shall be designated by the Board
of Directors. The Company is unaware of any information that would indicate that
any of the nominees will be unable to serve and is not presently considering any
additional persons to serve on the Board.
Name Age Position Director Since
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Brent C. Gutierrez 41 Director, Chief Executive 1995
Officer, President
Clayton F. Gutierrez 38 Director, Senior Vice 1995
President, Secretary
Anita Gutierrez 62 Director, Treasurer 1995
Frank Gutierrez 68 Director 1995
Lance McNeill 47 Director 2001
Directors are elected to serve until the next Annual Meeting of
shareholders and until their successors have been elected and qualified. The
Company's officers are appointed by the Board of Directors and hold office at
the will of the Board.
Mr. Brent C. Gutierrez is a founder of the Company and has served as
its Chairman of the Board of Directors, Chief Executive Officer and President
since its activation in February 1988 as Custom Pack, Inc. Prior to his
involvement with the Company he was attending Mississippi State University,
where he graduated in 1984.
Mr. Clayton F. Gutierrez is also a founder of the Company and has
served as its Senior Vice President since its activation in February 1988 as
Custom Pack, Inc. and as its Secretary. Prior to his involvement with the
Company he was attending the University of Southern Mississippi, where he
graduated in 1986.
Mrs. Anita Gutierrez is a founding Director of the Company. Prior to
her involvement she served as Controller of Biloxi Freezing Company.
Mr. Frank Gutierrez is a founding Director of the Company. Prior to his
involvement he was an owner and manager of Biloxi Freezing Company.
Mr. Lance McNeill was elected to the Board of Directors of the Company
on February 1. 2001. He is President and CEO of Viasys Corporation, engaged in
transportation construction and utilities service, and was previously President
and Chief Executive Officer of Outback Sports(TM), a hospitality and
entertainment division of Outback Steakhouse.
PROPOSAL NO. 2
TO RATIFY THE SELECTION OF
LAPORTE, SEHRT, ROMIG & HAND APAC
AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has recommended that Laporte, Sehrt, Romig &
Hand APAC be retained as the Company's independent certified public accountants
for the fiscal year ending March 31, 2004. Although this recommendation is not
required to be submitted to a vote of stockholders, the Board of Directors
believes it appropriate as a matter of policy that this recommendation be
submitted for ratification at the Company's annual meeting. In the event the
stockholders do not ratify the retention of Laporte, Sehrt, Romig & Hand APAC,
the selection of other independent auditors will be considered by the Board of
Directors. See "Relationship with Independent Certified Public Accountants".
Stockholder Vote Required
The affirmative vote of the holders of a majority of the shares present
in person and by proxy and voting at the Meeting is required for ratification of
the selection of independent certified public accountants.
The Board of Directors recommends a vote FOR ratification of the
selection of Laporte, Sehrt, Romig & Hand APAC.
VOTING SECURITIES AND RECORD DATE
Holders of Common Stock of the Company of record at the close of
business on June 11, 2003 are entitled to notice and to vote at the Annual
Meeting. At the close of business on June 11, 2003 the Company had 16,368,418
shares of Common Stock outstanding, for which each holder is entitled to one
vote.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 11, 2003, the number and
percentage of shares of Common Stock of the Company, owned of record and
beneficially, by each person known by the Company to own 5% or more of such
stock, each director of the Company, and by all executive officers and directors
of the Company, as a group:
Amount and Nature of
Beneficial Ownership
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Name of Currently Acquirable Percentage
Beneficial Owner Owned Within 60 Days Of Class
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Brent C. Gutierrez 2,686,917 750,000 (1) 20.08%
Clayton F. Gutierrez 2,550,677 750,000 (1) 19.28%
Frank and Anita Gutierrez 2,544,676 (2) 250,000 (3) 16.82%
JTWROS
Lance McNeill 45,000 500,000 (4) 3.23%
All officers and directors
As a group (5 persons) 7,827,270 2,250,000 (1,3,4) 55.13%
William Schofield 1,464,005 2,000,000 (5) 18.86%
(1) Includes 750,000 shares that may be obtained upon the exercise of warrants
and stock options in the like amount.
(2) Includes 1,000,000 shares owned by Frank Gutierrez, 544,676 shares owned
jointly by Frank Gutierrez and Anita Gutierrez, 1,000,000 shares owned by
Anita Gutierrez.
(3) Includes 250,000 shares that may be obtained by Anita Gutierrez upon the
exercise of stock options owned by her in the like amount.
(4) Includes 500,000 shares that may be obtained upon the conversion of
warrants in the like amount.
(5) Includes 2,000,000 shares that may be obtained by William Schofield upon
the conversion of warrants in the like amount.
As ownership of shares of the Company's common stock by each of the
Company's directors and executive officers is included within the foregoing
table, and as the Company currently employs no additional executive officers, no
separate table has been provided to identify Company stock ownership by
management personnel.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended March 31, 2003 all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten percent shareholders were complied with.
INFORMATION CONCERNING BOARD OF DIRECTORS
AND COMMITTEES
General
During Fiscal 2003, the Company paid no director's fees. All directors
are reimbursed for travel and other expenses relating to attendance at board
meetings. Directors who are officers of the Company receive no additional
compensation for service on the Board. During Fiscal 2003 the business of the
Board of Directors was conducted, as needed, by direct discussion and unanimous
resolution.
The Board of Directors has an Audit Committee and has approved a
Charter of the Audit Committee of the Board of Directors. The Audit Committee
presently consists of two members: Lance McNeill and Brent Gutierrez. Lance
McNeill serves as Chairman of the Audit Committee. The primary duties and
responsibilities of the Audit Committee are to:
(A) Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
systems.
(B) Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditing department.
(C) Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information regarding
the compensation of the Company's executive officers whose total salary and
bonus for the year ended December 31, 2002 exceeded $100,000. The Company's
Board of Directors set the referenced periodic compensation.
SUMMARY COMPENSATION TABLE
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Annual Long Term Compensation
Compensation Awards Payouts
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Other Restricted All Other
Compen- Stock Options/ Compen-
Name Year Salary Bonus sation Awards SAR's Payouts sation
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Brent 2002 $156,000 $0 $0 $0 0 $0 $0
Gutierrez 2001 $156,000 $0 $0 $0 250,000 $0 $0
2000 $156,000 $0 $0 $0 0 $0 $0
Clayton 2002 $156,000 $0 $0 $0 0 $0 $0
Gutierrez 2001 $156,000 $0 $0 $0 250,000 $0 $0
2000 $156,000 $0 $0 $0 0 $0 $0
Anita 2002 $156,000 $0 $0 $0 0 $0 $0
Gutierrez 2001 $156,000 $0 $0 $0 250,000 $0 $0
2000 $156,000 $0 $0 $0 0 $0 $0
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The Company has executed Termination Benefits Agreements with Brent
Gutierrez, President and Chief Executive Officer, Clayton Gutierrez, Secretary,
and Anita Gutierrez, Treasurer, to assure their continued service on an
objective and impartial basis without distraction or conflict of interest in the
event of a change of control of the Company. The terms of the Termination
Benefits Agreements would compensate the executive officer in an amount equal to
299% of the average annual compensation received over the previous five-year
period prior to any termination as defined under the agreement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as set forth below, there have neither occurred within the last
three years, nor are there any pending or proposed, direct or indirect material
transactions between us and any of our directors, executive officers or
controlling shareholders outside the ordinary course of our business at the same
prices as with unaffiliated companies.
On May 2, 2001 William F. Schofield, a former director and principal
shareholder of the Company, exercised his conversion rights applicable to
200,000 shares of Series A preferred stock owned by him, and we issued 1,464,005
additional common shares in exchange for all of the outstanding preferred
shares. Mr. Schofield was a member of the Board of Directors at that time.
On January 12, 2001 the Company granted warrants to purchase 500,000
shares of common stock to Lance McNeill in consideration for current and future
services as a consultant to the Company. On February 1, 2001, Mr. McNeill was
elected to become a member of our Board of Directors.
On June 19, 2003 the Company granted stock options to purchase 200,000
shares of common stock to Lance McNeill as a Director under the Company's 2000
Equity Incentive Plan.
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors of Global Seafood
Technologies, Inc. annually considers and recommends to the Board the selection
of the Company's independent public accountants. As recommended by the Audit
Committee and the Board of Directors the Company engaged LaPorte, Sehrt, Romig &
Hand, APAC to serve as its independent public accountants for the fiscal year
ended March 31, 2003 ("Fiscal 2003"). The Company's Board of Directors has
recommended their appointment for the fiscal year ending March 31, 2004.
The aggregate fees billed by Laporte, Sehrt, Romig & Hand, APAC for
professional services rendered for the audit of the Company's annual financial
statements for Fiscal 2003, and reviews of the financial statements included in
the Company's Quarterly Reports on Form 10-QSB for Fiscal 2003, were
approximately $45,500 and $6,000 for other professional services, such as
consultations related to tax planning and compliance, improving business and
operational processes and regulatory matters. Audit and review fees billed by
Laporte, Sehrt, Romig & Hand, APAC for Fiscal 2002 were approximately $35,400
and $10,177 for other professional services.
The Audit Committee also approved a resolution restricting the
utilization of Laporte, Sehrt, Romig & Hand, APAC for certain non-audit matters
other than tax and merger and acquisition related services. The Audit Committee
also adopted a policy prohibiting the Company from hiring Laporte, Sehrt, Romig
& Hand, APAC personnel at the management or partner level who have been directly
involved in performing auditing procedures or providing accounting advice to the
Company.
A representative of the firm of Laporte, Sehrt, Romig & Hand APAC is
expected to be present at the meeting and will be available to respond to
appropriate questions. They will be given an opportunity to make a statement if
they desire to do so.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board reviews the financial reporting
process on behalf of the Board of Directors. Management has the primary
responsibility for the financial statements and the reporting process, including
the system of internal controls. The independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted accounting principles and to
issue a report thereon. The Committee reviews and oversees these processes,
including oversight of (i) the integrity of the Company's financial statements,
(ii) the Company's independent auditors' qualifications and independence, (iii)
the performance of the Company's independent auditors and the Company's internal
audit function and (iv) the Company's compliance with legal and regulatory
requirements.
In this context, the Committee met and held discussions with management
and the independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States, and the Committee
reviewed and discussed the consolidated financial statements with management and
the independent auditors. The Committee also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61 (Codification of Statements on Auditing Standards, AU 380) , as amended.
In addition, the Committee discussed with the independent auditors the
auditors' independence from the Company and its management, and the independent
auditors provided to the committee the written disclosures and letter required
by the Independence Standards Board Standard No. 1 (Independence Discussions
with Audit Committees).
The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
met with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, the evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting.
Based on the reviews and discussions referred to above, the committee
recommended to the Board of Directors, and the Board has approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-KSB for the year ended March 31, 2003, for filing with the Securities and
Exchange Commission.
Lance McNeill Brent Gutierrez
Audit Committee Chairman Audit Committee Member
June 19, 2003
ANNUAL REPORT
The Company's Form 10-KSB annual report for the year ended March 31,
2003 is available through the Company's website at www.globalsea.com.
A COPY OF THE COMPANY'S FORM 10-KSB ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO:
Global Seafood Technologies, Inc.
555 Bayview Avenue
Biloxi, MS 39530
Attn: Investor Relations
STOCKHOLDER PROPOSALS
Stockholders that intend to present proposals at the next annual
meeting to be held in 2004 must submit their proposals to the Secretary of the
Company by March 9, 2004 in order to have them included in the proxy for that
meeting.
OTHER BUSINESS
So far as is known to management at the date of this proxy statement,
there is no matter other that those described above to be acted on at the
meeting. However, it is intended that if other matters come up for action at the
meeting or any adjournments thereof, the persons named in the enclosed form of
proxy shall, in accordance with the terms of the proxy, have authority in their
discretion to vote shares represented by proxies received by them, in regard to
such other matters, as seems to said persons in the best interests of the
Company and its stockholders.
GLOBAL SEAFOOD TECHNOLOGIES, INC.
Clayton F. Gutierrez
Secretary
PROXY
GLOBAL SEAFOOD TECHNOLOGIES, INC.
555 Bayview Avenue
Biloxi, MS 39530
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Brent Gutierrez and Clayton F.
Gutierrez as proxies, each with the power to appoint his substitute, and hereby
authorizes them to vote, as designated on the reverse side, all of the shares of
common stock of Global Seafood Technologies, Inc. held of record by the
undersigned on June 11, 2003, at the annual meeting of stockholders to be held
on July 25, 2003 or any adjournment thereof.
1. ELECTION OF DIRECTORS
Nominees: Brent Gutierrez, Clayton F. Gutierrez, Frank C. Gutierrez,
Anita Gutierrez, and Lance McNeill
[ ] FOR all nominees [ ] WITHHELD from all nominees
FOR, except vote withheld from the following nominee(s):________________________
2. To ratify the selection of Laporte, Sehrt, Romig & Hand APAC to serve
as the Company's independent certified public accountants.
For [ ] Against [ ] Abstain [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please See Reverse Side)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is given, this proxy will be voted
FOR Proposals 1 and 2.
______________________ ______________
Signature Date
______________________ ______________
Signature Date
Please sign exactly as name appears hereon.
When shares are by joint tenants, both
should sign. When signing as attorney,
executor, trustee, administrator or
guardian, please give full title as such. If
a corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.