SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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 Under Rule 14a-12
MAXXON, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) 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:
MAXXON, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 16, 2001
To Our Stockholders:
The 2001 Annual Meeting of Stockholders of Maxxon, Inc., a Nevada
corporation, will be held at the Marriott Chicago Downtown, 540 North Michigan
Avenue, Chicago, Illinois 60611, on Thursday, August 16, 2001, beginning at 9:00
a.m. Central Daylight Time, for the following purposes:
(1) To elect Gifford Mabie as director to serve until the next annual
meeting of stockholders;
(2) To approve an amendment to the Company's Articles of Incorporation to
increase the authorized number of shares of common stock from
25,000,000 to 75,000,000;
(3) To approve an amendment to the Company's 1998 Stock Option Plan to
increase the maximum number of shares of common stock available for
grant thereunder from 2,000,000 to 9,000,000
(4) To ratify the appointment of Sutton Robinson Freeman & Co., P.C. as
independent auditors for the fiscal year ending December 31, 2001; and
(5) To transact such other business as may properly come before the
meeting.
All holders of record of shares common stock at the close of business on
June 20, 2001 are entitled to vote at the meeting or any postponements or
adjournments of the meeting.
By order of the Board of Directors,
/s/ GIFFORD MABIE
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Gifford Mabie
Sole Director
July 12, 2001
Tulsa, Oklahoma
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MAXXON, INC.
8908 South Yale Avenue, Suite 409
Tulsa, Oklahoma 74137
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PROXY STATEMENT
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This Proxy Statement contains information related to the Annual Meeting of
Stockholders of Maxxon, Inc., a Nevada corporation, to be held on Thursday,
August 16, 2001, beginning at 9:00 a.m., Central Daylight Time, at the Marriott
Chicago Downtown, 540 North Michigan Avenue, Chicago, Illinois 60611, and at any
postponements or adjournments thereof. This solicitation is being made by the
Company. This proxy statement is first being sent to stockholders on or about
July 15, 2001.
The Company is mailing its 2001 Annual Report for the year ended December
31, 2000, including financial statements, simultaneously with this Proxy
Statement to all stockholders of record as of the close of business on June 20,
2001. That report does not constitute a part of this proxy solicitation
material.
INFORMATION CONCERNING SOLICITATION AND VOTING
Proxies are solicited to give all Stockholders of record at the close of
business on June 20, 2001 (the "Record Date"), an opportunity to vote on matters
that come before the Meeting. No action will be taken by written consent. Shares
of Common Stock (the "Shares") can be voted only if the Stockholder is present
in person or is represented by proxy.
A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum. All matters shall be decided by vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter.
When your Proxy Form is returned properly signed, the Shares represented
will be voted in accordance with your directions. You can specify your choices
by marking the appropriate boxes on the enclosed Proxy Form. If your Proxy Form
is signed and returned without specifying choices, the Shares will be voted as
recommended by the Board of Directors. Abstentions marked on the Proxy Form,
broker non-votes (i.e. shares held by brokers or nominees as to which the broker
or nominee indicates on a proxy that it does not have discretionary authority to
vote) are voted neither "for" nor "against" items being voted upon, but are
counted in the determination of a quorum.
As of the Record Date, there were 22,938,457 Shares outstanding. Each
outstanding Share is entitled to one vote on each matter properly brought before
the Meeting.
REVOCABILITY OF PROXY
You can change or revoke your proxy at any time before it is voted at the
annual meeting by submitting another proxy by mail with a more recent date than
that of the proxy first given, or by sending written notice of revocation to our
secretary, or by attending the annual meeting and voting in person. If your
shares are held in the name of a bank, broker or other holder of record, you
must obtain a proxy, executed in your favor, from the holder of record to be
able to vote at the meeting.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY FORM
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
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DISSENTERS' RIGHT OF APPRAISAL
There are no rights of appraisal or similar rights of dissenters with
respect to any matter to be acted upon at the August 16, 2001 Annual Meeting of
Shareholders.
SOLICITATION AND COST
The Company will bear all costs and expenses related to this solicitation
of proxies by the Board of Directors, including legal fees, the costs of
preparing, printing, and mailing to the Stockholders this Proxy Statement and
accompanying materials. In addition to the solicitation of proxies by use of the
mails, the sole officer and director and employees of the Company, without
receiving additional compensation, may solicit proxies personally, by telephone,
or by any other means of communication. Furthermore, the Company has retained
ADP at an estimated cost of $5,000 to solicit the nominee or broker vote.
PERSONS MAKING THE SOLICITATION
No Director intends to oppose any action intended to be taken by the
Company
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Gifford Mabie has been the sole officer and director for the last fiscal
year. Mr. Mabie is the sole nominee for director.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only holders of shares of the Company's common stock are entitled to vote
at the Annual Shareholders Meeting. To vote your shares, you must be a
shareholder of record on the record date, which is June 20, 2001.
RELATED TRANSACTIONS
Incorporated herein by reference to Item 12 of the Company's Form 10-KSB
for the year ended December 31, 2000.
FINANCIAL AND OTHER INFORMATION
Financial information including management's plan of operation is located
on pages 10, 11 and F-1 through F-16 of the Company's Form 10-KSB for the year
ended December 31, 2000. Such financial information including management's plan
of operation is incorporated herein by reference.
MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS
There are no such matters to be considered at the Annual Shareholders
Meeting.
ACQUISITION OR DISPOSITION OF PROPERTY
There is no action to be taken at the Annual Shareholders Meeting with
respect to the acquisition or disposition of any property.
RESTATEMENT OF ACCOUNTS
There is no action to be taken at the Annual Shareholders Meeting with
respect to the restatement of any asset, capital or surplus account.
ACTION WITH RESPECT TO REPORTS
There is no action to be taken at the Annual Shareholders Meeting with
respect to any report of the Company.
MATTERS NOT REQUIRED TO BE SUBMITTED
There is no action to be taken at the Annual Shareholders Meeting which is
not required to be submitted to a vote of security holders.
ITEM 1 -- ELECTION OF SOLE DIRECTOR
Gifford Mabie has been nominated to serve as sole director until the next
annual meeting of shareholders. The Company has no standing audit, nominating
and/or compensation committees or committees performing similar functions.
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Certain Legal Proceedings. Mr. Mabie has not been involved in any of the
events that are set forth under Item 401 of Regulation S-B.
Gifford M. Mabie, age 60, is the sole officer and director of Maxxon. He
was a founder of the Company and has served as an officer and director since May
20, 1997. From 1982 to 1994, Mr. Mabie was Senior Vice President of CIS
Technologies, Inc. (NASD: CISI), a leading healthcare information company that
was purchased by National Data Corporation (NYSE: NDC) in 1996. Mr. Mabie was
instrumental in raising over $40 Million in capital that funded acquisitions and
new product development. As a result, that company's revenues grew from $105,000
in 1987 to over $40 Million in 1995. Prior to CIS, Mr. Mabie was with Honeywell
Information Systems, Inc. and was Corporate Controller with W.B. Dunavant and
Company, one of the world's largest cotton brokers. He holds degrees in
accounting and economics from Memphis State University and served for eight
years in the U.S. Navy.
Other Directorships. Gifford Mabie is the sole officer and director of
Lexon, Inc., (OTCBB: LXXN), which is developing cancer screening test kits for
colon cancer and certain types of ovarian and testicular cancers and for lung
cancer, and of Centrex, Inc., a private company that is developing a prototype
for near-instantaneous detection of E. coli and cryptosporidium. Mr. Mabie is
also an officer and director of Nubar Enterprises, Inc., a private company that
is developing a laminated carbon fiber reinforcing bar for concrete structures,
and of Image Analysis, Inc., a private company that is developing a color
magnetic resonance imaging software.
THE BOARD RECOMMENDS A VOTE "FOR" THE DIRECTOR NOMINEE
ITEM 2 - AUTHORIZATION TO AMEND THE ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES
The Board of Directors has approved and recommends that the Stockholders
approve an amendment to the Company's Articles of Incorporation to increase the
number of authorized shares of common stock from 25,000,000 to 75,000,000.
The Company is presently authorized to issue 25,000,000 shares of common
stock, of which 22,938,457 shares were issued and outstanding as of June 20,
2001. The additional 50,000,000 shares would have the same rights and privileges
as the common stock presently outstanding. Holders of common stock have no
preemptive rights to subscribe for any additional common stock of the Company.
The Company believes that it is desirable to have additional authorized
shares of common stock available for funding, for acquisitions, for employee
benefit programs and for other general corporate purposes in the proximate
future, as such the terms of the securities can not be stated or estimated with
respect to all of the securities to be authorized. These additional shares may
dilute the existing shareholders, depending on future circumstances. If the
amendment is approved, the additional shares would be available for issuance
without further action by the stockholders, unless such action is required by
applicable law or any stock exchange or other quotation system through which
Maxxon's securities may be listed or quoted in the future.
THE BOARD RECOMMENDS A VOTE "FOR" ITEM 2
ITEM 3-APPROVAL OF AN AMENDMENT TO THE COMPANY'S
1998 STOCK OPTION PLAN
The Board has approved, subject to stockholder approval, an amendment to
the Company's 1998 Stock Option Plan, to increase the maximum number of shares
of common stock available for grant thereunder from 2,000,000 shares to
9,000,000 shares.
A brief description of the material features of the Plan is set forth
below, but is qualified by reference to the full text of the Plan, which is
incorporated herein by reference to the Company's Form 10-SB filed December 23,
1999.
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Purpose. The purpose of the Plan is to promote the interests of Maxxon and
its stockholders by strengthening the Company's ability to attract, motivate and
retain employees, non-employee directors, advisors and consultants and to
provide a means to encourage stock ownership and a proprietary interest in the
Company by the employees, advisors and consultants upon whose judgment,
initiative and efforts the financial success and growth of the Company's
business largely depend.
Eligible Employees. The eligible participants in the Plan are the Company's
employees, advisors and consultants, as determined and designated from time to
time by the Board in its sole discretion. At June 30, 2001 there were 5
employees and 3 advisors and consultants eligible to participate in the Plan.
Grants Under the Plan. The Plan provides for the grant of options to
purchase the Common Stock (including both options intended to qualify as
incentive stock options under section 422 of the Code and stock options which do
not so qualify).
Administration. The Plan is administered by the Board of Directors. Subject
to the provisions of the Plan, the Board has the authority and discretion to
grant awards under the Plan, to interpret the provisions of the Plan and the
award agreements made thereunder and to take such other action as may be
necessary or desirable in order to carry out the provisions of the Plan.
Maximum Shares to be Issued. Assuming Proposal III is approved by the
Company's stockholders, the number of shares of Common Stock which may be issued
pursuant to the grant of awards under the Plan may not exceed 9,000,000 in the
aggregate (subject to antidilution adjustments). Any shares subject to an award
granted under the Plan that cease to be issuable thereunder will thereafter be
available for further award grants.
Stock Option Grants. The Board specifies the terms and conditions of stock
options granted under the Plan including without limitation the number of shares
covered by each option, the exercise price, the option period, any vesting
restrictions with respect to the exercise of the option and whether each option
is intended to qualify as an incentive stock option. No option under the Plan
may have an option exercise period of more than ten years. Options intended to
qualify as incentive stock options must have an exercise price per share of not
less than the fair market value of the Common Stock on the date of grant.
Furthermore, options intending to qualify as incentive stock options and granted
to a person who at the time of the grant holds more than 10% of the total
combined voting power of all classes of the Company's Common Stock must have an
exercise price per share of not less than 110% of the fair market value of the
Common Stock on the date of grant and an option exercise period of not more than
five years.
Restrictions on Transfer. Awards under the Plan may not be transferred by a
participant other than by will or by the laws of descent and distribution and
may be exercised during the participant's lifetime only by the participant.
Notwithstanding the foregoing, participants may, to the extent permitted by the
Board, transfer nonqualified options to members of the participant's immediate
family or to charitable institutions.
Amendment. The Board may at any time amend or terminate the Plan, provided
that no such amendment may be made without the approval of the Company's
stockholders to the extent approval is required by applicable laws, rules or
regulations and provided further that no amendment or termination may adversely
affect the rights of a participant with respect to an outstanding award.
Change in Control. Generally, options that are not vested and exercisable
at the time of a change in control of Maxxon (as defined in the Plan) will
become fully vested and exercisable at such time unless, in connection with any
such event, provisions have been made for (i) the continuation of the Plan
and/or assumption of such options by a successor corporation or (ii) the
substitution for such options of new options covering the stock of a successor
corporation.
Federal Income Tax Consequences. An optionee will not generally recognize
taxable income upon the grant of a nonqualified stock option to purchase shares
of Maxxon common stock. Upon exercise of the option, the optionee will generally
recognize ordinary income for federal income tax purposes equal to the excess of
the fair market value for the shares over the exercise price. An optionee who
sells any of the shares will recognize capital gain or loss measured by the
difference between the tax basis of the shares and the amount realized on the
sale. The tax basis of the shares in the hands of the optionee will equal the
exercise price paid for the shares plus the amount of ordinary compensation
income the optionee recognizes upon exercise of the option, and the holding
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period for the shares for capital gains purposes will commence on the day the
option is exercised. The Company will be entitled to a federal income tax
deduction equal to the amount of ordinary compensation income recognized by the
optionee. The deduction will be allowed at the same time the optionee recognizes
the income.
An optionee will not generally recognize income upon the grant of an
incentive stock option to purchase shares of Maxxon common stock and will not
generally recognize income upon exercise of the option, provided the optionee is
an employee of Maxxon or a subsidiary at all times from the date of grant until
three months prior to exercise. However, the amount by which the fair market
value of the shares on the date of exercise exceeds the exercise price will be
includable for purposes of determining any alternative minimum taxable income of
an optionee. Where an optionee who has exercised an incentive stock option sells
the shares acquired upon exercise more than two years after the grant date and
more than one year after exercise, capital gain or loss will be recognized equal
to the difference between the sales price and the exercise price. An optionee
who sells the shares within two years after the grant date or within one year
after exercise will recognize ordinary compensation income in an amount equal to
the lesser of the difference between (a) the exercise price and the fair market
value of the shares on the date of exercise, or (b) the exercise price and the
sales proceeds. Any remaining gain or loss will be treated as a capital gain or
loss. Maxxon will be entitled to a federal income tax deduction equal to the
amount of ordinary compensation income recognized by the optionee in this case.
The deduction will be allowable at the same time the optionee recognizes the
income.
Grant Information. At June 30, 2001, there were outstanding options with
respect to 1,200,000 shares of the Common Stock granted pursuant to the Plan. It
is not possible to determine the award grants that will be made pursuant to the
Plan in the future. During the year ended December 31, 2000, there were no stock
options granted under the Plan.
THE BOARD RECOMMENDS A VOTE "FOR" ITEM 3
ITEM 4-RATIFICATION OF INDEPENDENT AUDITORS
The Company has appointed Sutton Robinson Freeman & Co., P.C. ("Sutton
Robinson Freeman") as its independent accountants for the fiscal year ending
December 31, 2001. Sutton Robinson Freeman has served as the Company's
independent accountants since 1997. Services provided to the Company by Sutton
Robinson Freeman in fiscal 2000 included the examination of the Company's
consolidated financial statements, limited reviews of quarterly reports,
services related to filings with the Securities and Exchange Commission, and
various tax services.
Audit Fees. The Company paid its auditors $4,872.50 in fees for their
professional services rendered for the audit of the Company's financial
statements for the fiscal year ended December 31, 2000 and the reviews of the
financial statements included in the Company's reports on Form 10-QSB during the
year 2000.
Financial Information Systems Design and Implementation Fees. The Company's
auditors did not provide services during 2000 constituting the design or
implementation of financial information systems.
All Other Fees. In addition to the audit fees previously described, the
Company paid Sutton Robinson Freeman $1,261.35 during 2000 to prepare the
Company's 1999 Federal and State Corporate Tax Returns, Franchise Tax Returns,
and Business Property Rendition. The Board believes that the services performed
by Sutton Robinson Freemen are compatible with maintaining their independence.
Representatives of Sutton Robinson Freeman are not expected at the Annual
Shareholders Meeting. They have been afforded an opportunity to make a statement
if they desire to do so. Representatives of the firm will be available via
telephone to respond to appropriate questions.
THE BOARD RECOMMENDS A VOTE "FOR" ITEM 4
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SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
Except as set forth below, the Company knows of no single person or group
that is the beneficial owner of more than 5% of the Company's common stock. The
following table also shows the amount of common stock of the Company
beneficially owned (unless otherwise indicated) by the Company's sole officer
and director. Except as otherwise indicated, all information is as of June 20,
2001 and ownership consists of sole voting and investment power.
Beneficial Percentage of
Relationship to Ownership Outstanding
Name and Address Company Common Stock(1) Common Stock (2)
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Gifford M. Mabie........................ Sole Officer and 1,150,000 (3) 4.95%
8908 S. Yale Ave. #409 Director
Tulsa, OK 74137
Charles M. Green........................ Beneficial Owner 1,264,666 (4) 5.37%
11048 S. Jamestown
Tulsa, OK 74137
Rhonda R. Vincent....................... Employee and 1,660,300 (5) 7.14%
8908 S. Yale Ave. #409 Beneficial Owner
Tulsa, OK 74137
Sole Officer and Director,
Employees and Beneficial Owners
as a Group (3 persons)......................................... 4,074,966 16.86%
(1) Includes shares of common stock issuable upon the exercise of options
that are currently exercisable or will become exercisable within 60
days of June 20, 2001
(2) For each shareholder listed above, his or her percentage of
outstanding common stock was based on 22,938,457 shares issued and
outstanding as of June 20, 2001, plus the shares which each
shareholder has the right to acquire within 60 days of June 20, 2001.
(3) Includes options to purchase 300,000 shares of common stock
exercisable at $0.50 per share. These options expire January 20, 2008.
(4) Includes warrants to purchase up to 632,333 shares of common stock at
$0.50 per share exercisable on or before May 10, 2004.
(5) Includes 63,000 shares of common stock owned by Investor Relations
Corporation, of which Ms. Vincent is the sole officer, director and
shareholder, and includes options to purchase 300,000 shares of common
stock exercisable at $0.50 per share. These options expire January 20,
2008.
EXECUTIVE COMPENSATION
Mr. Mabie was not paid a salary during the year ended December 31, 2000,
therefore, the table or column has been omitted. For accounting purposes, the
Company recorded the estimated fair value of his services, $60,000, as an
expense and a contribution to capital for the year ended December 31, 2000.
OPTION GRANTS DURING 2000
No options to purchase common stock were granted during the year ended
December 31, 2000.
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OPTION VALUES AT DECEMBER 31, 2000
Number of Shares
Name and Current Position Dollar Value (1) Underlying Options
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Gifford Mabie
Sole officer and director $0.00 300,000
All employees, including sole
officer and director $0.00 1,000,000
All employees and consultants $0.00 1,800,000
(1) Based upon the excess fair market value of the Common Stock on
December 31, 2000 over the exercise price. The closing price of Maxxon
Common Stock over the counter was $0.15 per share on December 31,
2000.
EMPLOYMENT AGREEMENT
On January 3, 2001, the Company entered into a written employment agreement
with Gifford Mabie, the Company's sole officer and director. The term of the
agreement is for one year, ending January 3, 2002 with an automatic and
continuous renewal for consecutive two year periods. The agreement can be ended
either by us or by Mr. Mabie upon 30 days' written notice. The agreement
provides for an annual salary of at least $100,000 with an annual salary
increase equal to no less than the percentage increase in the Consumer Price
Index during the previous calendar year. Mr. Mabie's salary will be accrued by
the Company and paid in whole or in part as cash is available. To date, Mr.
Mabie's salary has been paid through May 31, 2001. If Mr. Mabie resigns or is
terminated for any reason, his accrued and unpaid salary plus severance pay
ranging from three (3) months to twenty-four (24) months, depending on the
circumstances of his departure, will be due and payable within 30 days of his
resignation or termination. Under the employment agreement, the Company provides
certain fringe benefits, including, but not limited to, participation in pension
plans, profit-sharing plans, employee stock ownership plans, stock appreciation
rights, hospitalization and health insurance, disability and life insurance,
paid vacation and sick leave. The Company will reimburse Mr. Mabie for any
reasonable and necessary business expenses, including travel and entertainment
expenses that are necessary to carry out his duties. Mr. Mabie has the right to
participate in other businesses as long as those businesses do not compete with
us and so long as he devotes the necessary working time, as determined in his
sole discretion, to the Company's business activities. The Company will
indemnify Mr. Mabie for all legal expenses and liabilities incurred with any
proceeding involving him by reason of his being an officer, director, employee
or agent of the Company. The Company will pay reasonable attorney fees and
expenses as incurred in the event that, in Mr. Mabie's sole judgment, he needs
to retain counsel or otherwise expend personal funds for his defense. If there
is a change in control, Mr. Mabie has the right to resign. A change in control
is defined as a change in the majority of Directors within any twelve month
period without 2/3 approval of the shares outstanding and entitled to vote, or a
merger where less than 50 percent of the outstanding common stock survives and a
majority of the Board of Directors remains, or the sale of substantially all of
the Company's assets, or if any other person or group acquires more than 50
percent of the voting capital. The employment agreement states he will not
compete with us for one-year after he resigns voluntarily or is terminated for
cause. If Mr. Mabie is terminated without cause or if he resigns because a
change of control has occurred, then the non-compete clause of his employment
agreement will not be applicable. A copy of the employment agreement is
incorporated herein by reference to Exhibit 10.13 of Maxxon's Form 10-KSB for
the year ended December 31, 2000.
On January 3, 2001, in connection with his employment agreement, Mr. Mabie
purchased 850,000 shares of Maxxon common stock at $0.15 per share, the closing
price of the common stock on the date of the transaction. As payment for the
shares, Mr. Mabie gave the Company an unsecured promissory note in the amount of
$127,500. The note is due January 3, 2008 and accrues interest at 8% per year.
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SECTION 16 REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers and beneficial owners of more than 10% of the
outstanding shares of the Company to file with the Securities and Exchange
Commission reports regarding changes in their beneficial ownership of shares in
the Company. There were no beneficial owners of more than 10% of the outstanding
shares of Maxxon, Inc. as of December 31, 2000.
Based solely on a review of the copies of such reports furnished to the
Company and written representations that no other reports were required, the
Company believes that its sole officer and director during fiscal 2000 complied
on a timely basis with all applicable filing requirements under Section 16(a) of
the Exchange Act.
STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING
Stockholders interested in submitting a proposal for inclusion in the proxy
materials for the Annual Meeting of Stockholders in 2002 may do so by following
the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion,
stockholder proposals must be received by us no later than October 31, 2001.
OTHER BUSINESS
As of the date of this proxy statement, the Company knows of no business
that will be presented for consideration at the annual meeting other than the
item referred to above. If any other matter is properly brought before the
meeting for action by stockholders, proxies in the enclosed form returned to the
Company will be voted in accordance with the recommendation of the Board of
Directors or, in the absence of such a recommendation, in accordance with the
judgment of the proxy holder.
ANNUAL REPORT AND FORM 10-KSB
Included with this proxy statement is a copy of the Company's annual report
for the year ended December 31, 2000. This annual report is taken from the
Company's Form 10-KSB, filed with the Securities and Exchange Commission on
April 17, 2001. Certain exhibits included in the Company's Form 10-KSB were
excluded from the annual report.
The Form 10-KSB in its entirety is available online at www.sec.gov or at
www.FreeEdgar.com. Any shareholder who wishes to receive a copy of the Form
10-KSB may do so free of charge upon written request sent to the Company.
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FORM OF PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
MAXXON, INC.
The undersigned hereby constitutes and appoints Gifford Mabie and Rhonda
Vincent, and each of them, the true and lawful attorneys, agents, and proxies of
the undersigned, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated on this Form of
Proxy, all of the shares of Common Stock of Maxxon, Inc. held of record by the
undersigned on June 20, 2001 at the Annual Meeting of Stockholders to be held on
August 16, 2001 or any adjournment thereof.
1. To elect Gifford Mabie as director
to serve until the next annual
meeting of stockholders............. [ ] FOR [ ] WITHHOLD AUTHORITY
2. To approve an amendment to the
Company's Articles of Incorporation
to increase the authorized number
of shares of common stock from
25,000,000 to 75,000,000.............[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve an amendment to the
Company's 1998 Stock Option Plan
to increase the maximum number
of shares of common stock available
for grant thereunder from 2,000,000
to 9,000,000.........................[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To ratify the appointment of Sutton
Robinson Freeman & Co., P.C. as
independent auditors for the fiscal
year ending December 31, 2001........[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the proxies
are authorized to vote upon such
other business as may properly come
before the meeting...................[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholders. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1 THROUGH 5.
DATED: , 2001
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(Signature)
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(Signature if jointly held)
NOTE: Please sign exactly as your name appears on your Stock Certificate.
If stock is jointly held, all joint owners should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If signer is a corporation, please sign the full corporation name and
give the title of signing officer.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY
USING THE ENCLOSED POSTAGE-PAID ENVELOPE.
This proxy may be revoked at any time prior to August 16, 2001 by executing
a new proxy or by notifying the Company in writing at Maxxon, Inc., 8908 South
Yale Avenue, Suite 409, Tulsa, OK 74137, Attn: Corporate Secretary.
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