DELTA-OMEGA
Technologies, Ltd.
"Setting the standard for a safer environment"
P.O. Box 81518
Lafayette, LA 70598-1518
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 2001
To the shareholders of Delta-Omega Technologies, Inc.:
An Annual Meeting of the shareholders of Delta-Omega Technologies, Inc. will be
held at 119 Ida Road, Broussard, Louisiana, at 10:00 A.M., (CST) on Tuesday,
April 24, 2001, or at any adjournment or postponement thereof. The purposes of
the meeting are to:
o elect two directors to serve during the next year.
o ratify the appointment of Broussard, Poche, Lewis & Breaux LLP as
auditors for the 2001 fiscal year.
o transact other business which may properly come before the meeting.
Details relating to these matters are set forth in the attached Proxy Statement.
All shareholders of record as of the close of business on March 23, 2001 will be
entitled to notice of, and to vote at, such meeting or at any adjournment or
postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT PLAN
TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. THE DELIVERY OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ L.G. Schafran
-----------------
L.G. Schafran
Chairman of the Board
March 26, 2001
PROXY STATEMENT
DELTA-OMEGA TECHNOLOGIES, INC.
c/o Computershare, Inc.
P.O. Box 1596
Denver, CO 80201-1596
(303) 234-5300
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 24, 2001
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Delta-Omega Technologies, Inc., a Colorado
corporation, to be voted at an Annual Meeting of Shareholders of Delta-Omega to
be held at 10:00 A.M. on April 24, 2001 at 119 Ida Road, Broussard, Louisiana,
or at any adjournment or postponement thereof. Delta-Omega anticipates that this
Proxy Statement and accompanying form of Proxy will be first mailed or given to
all shareholders of Delta-Omega on or about March 26, 2001. The shares
represented by all proxies that are properly executed and submitted will be
voted at the meeting in accordance with the instructions indicated thereon.
Unless otherwise directed, votes will be cast FOR the proposals presented. The
vote of a majority of the shares represented at the meeting in person or by
proxy will be required to enact any or all of the proposals.
Any shareholder giving a proxy may revoke it at any time before it is exercised
by delivering written notice of such revocation to Delta-Omega, by substituting
a new proxy executed at a later date, or by requesting, in person, at the Annual
Meeting that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this Proxy
Statement and the material enclosed herewith and all of soliciting proxies will
be paid by Delta-Omega. In addition to the solicitation by mail, proxies may be
solicited by officers and regular employees of Delta-Omega by telephone,
telegraph or personal interview. Such persons will receive no compensation for
their services other than their regular salaries. Arrangements will also be made
with brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of the shares held on record
date by such persons, and Delta-Omega may reimburse such persons for reasonable
out-of-pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on March 23, 2001, has been fixed by the Board of
Directors of Delta-Omega as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting. At such
date, there were outstanding approximately 18,747,210 shares of Delta-Omega's
$.001 par value common stock (hereinafter referred to as the "common stock"),
each of which entitles the holder thereof to one vote per share on each matter
which may come before the meeting. Additionally, there are outstanding 1,295,000
shares of $.001 Series B Convertible Exchange Preferred Shares and 2,396,667
shares of $.001 Series C Convertible Exchangeable Preferred Shares, each
entitled to one vote per share. The Series B and Series C Convertible
Exchangeable Preferred Shares are hereinafter referred to collectively as the
"preferred stock." The shares of preferred stock vote together with the common
stock as a single class except upon amendments of rights and preferences for the
preferred stock. Cumulative voting is not permitted. Delta-Omega has no other
class of voting securities outstanding.
A majority of the issued and outstanding shares of Delta-Omega's common stock
and preferred stock entitled to vote, represented in person or by proxy,
constitutes a quorum at any shareholder's meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 30, 2000, the common stock
ownership of each person known by Delta-Omega to be the beneficial owner of five
percent or more of Delta-Omega's common and preferred stock ("Principal
Shareholders"), all Directors and Officers individually and all Directors and
Officers of Delta-Omega as a Group. Except as noted, each person has sole voting
and investment power with respect to the shares shown. All shares are
"restricted securities" and as such are subject to limitations on resale. The
shares may be sold pursuant to Rule 144 under certain circumstances. There are
no contractual arrangements or pledges of Delta-Omega's securities, known to
Delta-Omega, which may at a subsequent date result in a change of control of
Delta-Omega.
Amount of Beneficial
Ownership (1)
-------------
Common and Options and Percent
Name and Address of Beneficial Owner Preferred Stock Warrants Total of Class (2)
- ------------------------------------ --------------- -------- ----- ------------
L.G. Schafran (3) -- 600,000 600,000 2.60%
Riverside Drive #14B
New York, NY 10024
James V. Janes, III (4) 201,038 211,500 412,538 1.82%
118 Village Green
Youngsville, LA 70592
David H. Peipers (5) 2,030,668 230,000 2,260,668 9.97%
610 Tenth Avenue - Suite 605
New York, NY 10020
Vernon Taylor, Jr. (6) 1,771,612 165,000 1,936,612 8.57%
1670 Denver Club Building
Denver, CO 80202
The Winsome Limited Partnership 1,899,265 230,000 2,129,265 9.39%
F/K/A Crossroads Limited Partnership (7)
610 Tenth Avenue - Suite 605
New York, NY 10020
GAMI Investments, Inc. (8) 1,589,116 933,333 2,522,449 10.79%
Two Riverside Plaza
Suite 1100
Chicago, IL 60606
Marian A. Bourque -0- -0- -0- 0%
P.O. Box 81518
Lafayette, LA 70598-1518
All Directors & Officers as a Group 201,038 811,500 1,012,538 4.36%
(Three Persons) (9)
1) Rule 13d-3 under the Securities Exchange Act of 1934, involving the
determination of beneficial owners of securities, includes as beneficial
owners of securities, among others, any person who directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise
has, or shares, voting power and/or investment power with respect to such
securities; and, any person who has the right to acquire beneficial
ownership of such security within sixty days through means, including, but
not limited to, the exercise of any option, warrant or conversion of a
security. In making this calculation, options and warrant which are
significantly "out-of-the-money" and therefore unlikely to be exercised
within sixty days are not included in the calculation of beneficial
ownership. For this purpose, Delta-Omega deems options and warrants with an
exercise price above $.75 as unlikely to be exercised within the next sixty
days. Any securities not outstanding which are subject to such options,
warrants or conversion privileges are deemed to be outstanding for the
purpose of computing the percentage of outstanding securities of the class
owned by such person, but are not be deemed to be outstanding for the
purpose of computing the percentage of the class by any other person.
2) As of November 30, 2000, there were 18,747,210 shares of common stock,
1,295,000 shares of Series B Convertible Exchangeable Preferred Stock and
2,396,667 shares of Series C Convertible Exchangeable Preferred Stock
issued and outstanding. Each share of the Series B and Series C Convertible
Exchangeable Preferred stock is entitled to one vote and votes together
with the common stock as a single class except upon matters relating to the
amendment of rights and preferences for the preferred stock. Accordingly,
there are 22,438,877 shares of capital stock entitled to vote upon ordinary
matters and the percentages in this column are based upon such number of
shares.
3) Mr. Schafran owns options to purchase 600,000 shares of common stock. Mr.
Schafran also owns warrants to purchase 600,000 shares of common stock at
an exercise price of $2.00 per share, but these have been excluded from the
calculation of his beneficial ownership due to the material difference
between the exercise price and the current trading price of the common
stock. Mr. Schafran's wife owns 534,936 shares of common stock, 131,667
shares of preferred stock and warrants to purchase 206,667 shares of common
stock. Mr. Schafran disclaims beneficial ownership of the stock owned by
his wife.
4) Mr. Janes owns 194,078 shares of common stock and options to purchase
211,500 shares of common stock. He could be considered a beneficial owner
of 6,960 held in joint tenancy with his mother. Mr. Janes also owns options
to purchase 10,000 shares of common stock at an exercise price of $2.00 per
share, but these have been excluded from the calculation of his beneficial
ownership due to the material difference between the exercise price and the
current trading price of the common stock.
5) Mr. Peipers owns 131,403 shares of common stock. Mr. Peipers could be
considered a beneficial owner of 1,665,298 shares of common stock, 130,000
shares of preferred stock and warrants to purchase 230,000 shares of common
stock held by The Winsome Limited Partnership F/K/A Crossroads Limited
partnership, of which Mr. Peipers is General Partner. Mr. Peipers could
also be considered a beneficial owner of 53,967 common shares and 50,000
shares of preferred stock held by Cornerhouse Limited Partnership, an
affiliate of Winsome.
6) Mr. Taylor owns 495,567 shares of common stock, 200,000 shares of preferred
stock and warrants to purchase 100,000 shares of common stock. Mr. Taylor
could be considered a beneficial owner of 5,700 shares of common stock held
by a family member. Mr. Taylor could also be considered a beneficial owner
of 430,213 shares of common stock and 400,000 shares of preferred stock
held by the Ruth and Vernon Taylor Foundation and 65,000 shares of
preferred stock, warrants to purchase 65,000 shares of common stock and
175,132 shares of common stock held by the Sara Taylor Swift Revocable
Trust, since Mr. Taylor is a trustee of both.
7) The Winsome Limited Partnership F/K/A Crossroads Limited Partnership, is an
entity for which David H. Peipers is the General Partner. The Winsome
Limited Partnership owns 1,665,298 shares of common stock, 130,000 shares
of preferred stock and warrants to purchase 230,000 shares of common stock.
The Winsome Limited Partnership could also be considered a beneficial owner
of 53,967 shares of common stock and 50,000 shares of preferred stock held
by Cornerhouse Limited Partnership, an affiliate of The Winsome Limited
Partnership.
8) GAMI Investments, Inc., a Delaware Corporation, owns 655,783 shares of
common stock, 933,333 shares of preferred stock and warrants to purchase
933,333 shares of common stock.
9) The Directors and Officers as a group (three persons) beneficially own
201,038 shares of common stock and stock options to purchase 811,500 shares
of common stock.
PROPOSAL ONE: ELECTION OF DIRECTORS
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors currently consists of two (2) members: L.G. Schafran and
James V. Janes, III. The Board proposes that the two (2) directors be re-elected
as directors of Delta-Omega, to hold office until the next annual meeting of
shareholders and until such director's successor is duly elected and qualified.
Each nominee has consented to be named as a nominee and, to the present
knowledge of Delta-Omega, is willing to serve as a director, if elected. Should
either of the nominees not remain a candidate at the end of the Annual Meeting
(a situation which is not expected), proxies with respect to which no contrary
direction is made will be voted in favor of the one who remains as a candidate
and may be voted for substitute nominees.
The Executive Officers and Directors of Delta-Omega and their ages and positions
with Delta-Omega are as follows:
Period From
Name Age Position Which Served
- ---- --- -------- ------------
L.G. Schafran 61 Chairman of the Board 01/96
and Co-CEO
James V. Janes, III 52 President, Co-CEO and 10/89
Director
Marian A. Bourque 40 Chief Financial and 04/96
Accounting Officer,
Secretary & Treasurer
L.G. Schafran - Mr. Schafran has been Chairman of the Board of Directors since
January 1996 and Co-CEO since January 1999. Since August , 2000 Mr. Schafran,
has been the interim chief executive officer and president and chairman of the
board since October 2000 of Banyan Strategic Realty Trust, a Chicago based
equity REIT that is traded on Nasdaq. From 1994 to October 1997 Mr. Schafran was
a director and Chairman of the Executive Committee of Dart Group Corporation and
its two principal affiliates, Trak Auto Corporation and Crown Books Corporation.
Mr. Schafran is also a director or trustee of Capsure Holdings Corp., Glasstech
Inc., National Income Realty Trust, Oxigene, Inc. and Publicker Industries, Inc.
Mr. Schafran earned a B.B.A. from the University of Wisconsin in 1960 and a MBA
also from the University of Wisconsin in 1961.
James V. Janes, III - Mr. Janes has been a Director of Delta-Omega since October
1989 and President since January 1996. Mr. Janes was General Manager of
Delta-Omega Technologies, Ltd., Delta-Omega's wholly owned subsidiary, from
November 1989 to December 1990. From 1977 to 1989, Mr. Janes was President of
Janes Industries, Inc., a Louisiana corporation licensed as a general
contractor. Mr. Janes served in the U.S. Air Force, earning the Distinguished
Flying Cross, and between 1973 and 1977 was an instructor and evaluator with the
58th TAC Fighter Squadron at Eglin Air Force Base in Florida. Mr. Janes earned a
B.S. from Northwestern State University in 1970.
Marian A. Bourque - Ms. Bourque has been Chief Financial and Accounting Officer,
Secretary and Treasurer of Delta-Omega since April 1996. Ms. Bourque was
Controller of Delta-Omega from December 1994 to April 1996. Her past
associations include Broussard, Poche, Lewis and Breaux CPA Firm, where she was
active in the Management Advisory Department and Adobe Oil and Gas, where she
was the Accounts Payable Supervisor. Ms. Bourque, a Certified Public Accountant,
earned a B.S. in Accounting from the University of Southwestern Louisiana in
1993.
Delta-Omega has no knowledge of any arrangement or understanding in existence
between any Executive Officer or Director named above and any other person
pursuant to which any such Executive Officer or Director was or is to be elected
to such office or offices. All Officers of Delta-Omega serve at the pleasure of
the Board of Directors. No family relationships exist among the Directors of
Executive Officers of Delta-Omega. All Officers of Delta-Omega will hold office
until the next Annual Meeting of Delta-Omega's shareholders. There is no person
who is not a designated officer who is expected to make any significant
contribution to the business of Delta-Omega.
Since approximately the first quarter of fiscal year 2000, the Company's Board
of Directors has consisted of only two members, Messrs Schafran and Janes,
neither of whom would be considered independent or "outside" members of the
Board. Therefore, the Company no longer has members on its Board which qualify
for audit or compensation committees. As a result, the Company has recently been
conducting operations without an independent audit or compensation committee and
without a nominating committee. Therefore, the Company has not been required to
adopt an audit committee charter nor has it issued an audit committee report
which would normally accompany this Proxy Statement.
The Board of Directors had 5 meetings during the last fiscal year. No Director
attended less than 75 percent of the meetings of the Board and the meetings of
the committee on which the respective Directors served held during the
Director's tenure.
Additionally, the Board of Directors has approved a Management Bonus Pool which
is based on 12% of annual gross profits (before taxes) in excess of $500,000.
Bonuses will be paid to persons filling designated positions, including
Directors. The total pool may not exceed $4,000,000 annually.
Directors' expenses, if any, are reimbursed, including travel, lodging and a per
diem of $150 for out of town travel deemed necessary and in the best interests
of Delta-Omega.
EXECUTIVE COMPENSATION
None of Delta-Omega's Officers or Directors received direct remuneration of
$100,000 or more during the fiscal year ended August 31, 2000.
Summary Compensation Table
- --------------------------
Annual Compensation Long Term Compensation
------------------- ----------------------
Securities
Name and Restricted Underlying
Principal Stock Options Compen-
Position Year ($) Salary ($) Bonus ($) Other ($) Awards /SAR's sation ($)
- -------- -------- ---------- --------- --------- ------ ------ ----------
J.V. Janes 2000 $79,200 $ -- $ -- -- -- $ --
- -Co-CEO& 1999 $90,856 $ -- $ -- -- -- $ --
President 1998 $87,200 $ -- $ -- -- -- $ --
Stock Option Plans
Delta-Omega's policy is to grant options to purchase common stock to directors,
officers or key employees as part of an incentive program. In addition to the
grants under this program, Delta-Omega grants options to purchase common stock
to individuals as compensation for services rendered in lieu of cash. On January
17, 1991, Delta-Omega established a non-qualified stock option plan (the 1991
Plan) under which 1 million options to purchase common stock were made
available. In fiscal year 1994, Delta-Omega amended the 1991 non-qualified stock
option plan to authorize the issuance of an additional 600,000 options. All
options are non-compensatory and are issued at or above the market price on the
date the option is granted.
Delta-Omega's Compensation and Options Committee determines the term of each
grant and when it becomes exercisable. The options expire three years from the
date of grant. As of November 30, 2000, there were 509,000 outstanding options
issued under the 1991 Plan and 956,167 outstanding options issued outside the
Plan.
2000 Option Exercises and Year-End Option Value Table
- -----------------------------------------------------
The following table provides information on options exercised in 2000 by the
executive officers named in the Summary Compensation Table, the number of
unexercised options each of them held at August 31, 2000, and the value of
unexercised "in-the-money" options each of them held as of that date. No SAR's
were outstanding at any time during 2000.
Value of Unexercised
Number of Unexercised In-The-Money Options at 1999
Options at 2000 Year-End Year-End (1)
------------------------ ------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
J.V. Janes -- -- 221,500 -- -0- --
(1) The values shown in the table are based on the $0.11 closing price of
Delta-Omega's Common Stock on August 31, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Described below are any transactions, or series of similar transactions, for
Delta-Omega's last two fiscal years, or any currently proposed transactions, or
series of similar transactions, to which Delta-Omega or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds $60,000 and in
which any of Delta-Omega's Officers, Directors or Principal Shareholders had, or
will have, a direct or indirect material interest, naming such person and
indicating the person's relationship to Delta-Omega, the nature of such person's
interest in the transaction(s), the amount of such transaction(s) and, where
practical, the amount of such person's interest in the transaction(s):
In fiscal year 2000, Delta-Omega negotiated five short term promissory notes
totaling $184,000 with with Janes Industries, Inc., a company wholly owned by
James V. Janes a director and Co-Chief Executive Officer of Delta-Omega, Lynn
Schafran, the wife of Larry Schrafran Chairman of the Board and Co-Chief
Executive Officer of Delta-Omega and David Peipers, a former director of
Delta-Omega.
In fiscal year 2000, Delta-Omega negotiated five short term promissory notes
totaling $150,000 with Janes Industries, Inc., a company wholly owned by James
V. Janes a director and Co-Chief Executive Officer of Delta-Omega, Lynn
Schafran, the wife of Larry Schrafran Chairman of the Board and Co-Chief
Executive Officer of Delta-Omega and David Peipers, a former director of
Delta-Omega.
PROPOSAL TWO: REAPPOINTMENT OF AUDITORS
The Board of Directors has selected Broussard, Poche, Lewis and Breaux LLP as
the independent certified public accountants to audit the books, records and
accounts of Delta-Omega for its 2001 fiscal year, pending shareholder approval
of such appointment. Broussard, Poche, Lewis and Breaux LLP has worked in
conjunction with Arthur Andersen & Company LLP, Delta-Omega's independent
auditor at that time, since the 1994 fiscal year and is, therefore, familiar
with the business and financial procedures of Delta-Omega. To the knowledge
neither this firm nor any of its members has any direct or material indirect
financial interest in Delta-Omega nor any connection with Delta-Omega in any
capacity other than as independent auditor. Although the ratification of
reappointment is not required to be submitted for shareholder approval, it is a
common practice as a courtesy to shareholders. A failure to approve this
proposal will not affect Delta-Omega's plans for this year, but could affect its
decisions in coming years. It has not yet been determined whether a
representative of Broussard, Poche, Lewis and Breaux LLP will attend the Annual
Meeting. Delta-Omega recommends approval of this resolution.
COMPLIANCE WITH SECTION 16(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
Based solely on a review of reports filed with Delta-Omega, all Directors and
Executive Officers timely filed all reports regarding transactions in
Delta-Omega's securities required to be filed during the last fiscal year by
Section 16(a) under the Securities Exchange Act of 1934.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the year 2002 Annual
Meeting of Shareholders must be received by Delta-Omega on or before November
10, 2001 in order to be eligible for inclusion in Delta-Omega's Proxy Statement
and form of Proxy. To be so included, a proposal must also comply with all
applicable provisions of Rule 14a-8 under the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors does not know of any other matters to be brought before
the Annual Meeting. If any other matters not mentioned in this Proxy Statement
are properly brought before the Annual Meeting, the individuals named in the
enclosed proxy intend to vote such proxy in accordance with their best judgment
on such matters.
By Order of the Board of Directors
/s/ L.G. Schafran
-----------------
L.G. Schafran
Chairman of the Board
March 26, 2001
ANNUAL MEETING OF SHAREHOLDERS
DELTA-OMEGA TECHNOLOGIES, INC.
PROXY
The undersigned shareholder of Delta-Omega Technologies, Inc., a Colorado
corporation, hereby appoints L.G. Schafran, Chairman of the Board of Delta-Omega
Technologies, Inc., my proxy to attend and represent me at the annual meeting of
the shareholders of the corporation to be held on April 24, 2001 at 10:00 A.M.
(CST), and at my adjournment thereof, and to vote my shares on any matter or
resolution which may come before the meeting and to take any other action which
I could personally take if present at the meeting.
1. Election of Directors: Management has nominated the two following persons
to stand for election. You may vote "for" or you may withhold your vote
from either of those persons and vote "for a person nominated by others or
write in your own nominee. To date, no one has been nominated by anyone
other than management.
a) L.G. Schafran For ______
Withhold ______
b) James V. Janes, III For ______
Withhold ______
c) ____________________ For ______
Other Withhold ______
2. Reappointment of Auditors:
RESOLVED, that the reappointment of Broussard, Poche, Lewis and Breaux LLP as
the auditing firm for the corporation is hereby ratified.
For _______ Against _______ Abstained _______
Failure to check any of these boxes for each proposal will give management the
authority to vote the proxy at their discretion. This Proxy gives authority to
my Proxy to vote for me on such other matters as may properly come before this
meeting.
Shares Owned:
----------------------------------
Dated:
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Signature of Shareholder
(Sign exactly as name appears on
certificate)
----------------------------------
Signature if held jointly