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 COMMISSION ONLY
/X/ DEFINITIVE PROXY STATEMENT
/ / DEFINITIVE ADDITIONAL MATERIALS
/ / SOLICITING MATERIALS PURSUANT TO SS.240.14A-11(C) OR SS.240.14A-12
WASTE TECHNOLOGY CORP. _________________________________________
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX)
/X / NO FEE REQUIRED
/ / $125 PER EXCHANGE ACT RULES-O-11(C)(1)(II), 14A-6(I)(1), 14A-6(I)(2) OR ITEM
22(A)(2) OF SCHEDULE 14A.
/ / FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND O-11.
1) TITLE OF EACH CLASS OF SECURITIES TO WHICH EACH 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 O-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 BY WRITTEN PRELIMINARY MATERIALS.
/ / CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXHANGE ACT RULE
O-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: __________________________
WASTE TECHNOLOGY CORP.
5400 RIO GRANDE AVENUE
JACKSONVILLE, FLORIDA 32254
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MAY 15, 2006
TO THE STOCKHOLDERS:
Notice is hereby given that the annual meeting of stockholders (the "Annual
Meeting") of Waste Technology Corp. (the "Company") has been called for and will
be held at 10:00 A.M., local time, on Monday, May 15, 2006, at the offices of
the Company, 5400 Rio Grande Avenue, Jacksonville, Florida 32254 for the
following purposes:
1. To elect one (1) Class II Director, David B. Wilhelmy to the Board of
Directors;
2. To ratify the appointment by the Board of Directors of KPMG LLP, to
serve as the independent certified public accountants for the current fiscal
year; and
3. To consider and transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April 3, 2006 as
the record date for the determination of the stockholders entitled to notice of,
and to vote at, the Annual Meeting or any adjournments thereof. The list of
stockholders entitled to vote at the Annual Meeting will be available for
examination by any stockholder at the Company's offices at 5400 Rio Grande
Avenue, Jacksonville, Florida 32254, for ten (10) days prior to May 15, 2006.
By Order of the Board of Directors
William E. Nielsen, PRESIDENT
Dated: April 14, 2006
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE FILL IN, SIGN, AND
DATE THE PROXY SUBMITTED HEREWITH AND RETURN IT IN THE ENCLOSED STAMPED
ENVELOPE. THE GRANTING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE SUCH
PROXY IN PERSON SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. THE ENCLOSED
PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.
WASTE TECHNOLOGY CORP.
PROXY STATEMENT
GENERAL
This proxy statement is furnished by the Board of Directors of Waste
Technology Corp., a Delaware corporation (sometimes the "Company" or "Waste
Tech"), with offices located at 5400 Rio Grande Avenue, Jacksonville, Florida
32254, in connection with the solicitation of proxies to be used at the annual
meeting of stockholders of the Company to be held on May 15, 2006 and at any
adjournments thereof (the "Annual Meeting"). This proxy statement will be mailed
to stockholders beginning approximately April 14, 2006. If a proxy in the
accompanying form is properly executed and returned, the shares represented
thereby will be voted as instructed on the proxy. Any proxy may be revoked by a
stockholder prior to its exercise upon written notice to the President of the
Company, or by a stockholder voting in person at the Annual Meeting.
All properly executed proxies received prior to the Annual Meeting will be
voted at the Annual Meeting in accordance with the instructions marked thereon
or otherwise as provided therein. Unless instructions to the contrary are
indicated, proxies will be voted FOR the election of the Directors named therein
and FOR the ratification of the selection by the Board of Directors of KPMG LLP,
as the independent certified public accountants of the Company.
A copy of the annual report on Form 10-KSB of the Company for the fiscal
year ended October 31, 2005 ("Fiscal 2005"), which contains financial statements
audited by the Company's independent certified public accountants, accompanies
this proxy statement.
The cost of preparing, assembling and mailing this notice of meeting, proxy
statement, the enclosed annual report and proxy will be borne by the Company. In
addition to solicitation of the proxies by use of the mails, some of the
officers and regular employees of the Company, without extra remuneration, may
solicit proxies personally or by telephone, telegraph, or cable. The Company may
also request brokerage houses, nominees, custodians and fiduciaries to forward
soliciting material to the beneficial owners of the Common Stock. The Company
will reimburse such persons for their expenses in forwarding soliciting
material.
2
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on April 3, 2006 as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of, and to vote at the Annual Meeting. Only stockholders on
the Record Date will be able to vote at the Annual Meeting.
As of the Record Date, 4,933,895 shares of the Company's common stock, $.01
par value per share ("Common Stock") are outstanding, and each share will be
entitled to one (1) vote, with no shares having cumulative voting rights.
Holders of shares of Common Stock are entitled to vote on all matters. Unless
otherwise indicated herein, a majority of the votes represented by shares
present or represented at the Annual Meeting is required for approval of each
matter which will be submitted to stockholders. The Company also has 10,000,000
shares of Preferred Stock, $.0001 par value per share authorized, none of which
are outstanding.
Management knows of no business other than that specified in Items 1 and 2
of the Notice of Annual Meeting which will be presented for consideration at the
Annual Meeting. If any other matter is properly presented, it is the intention
of the persons named in the enclosed proxy to vote in accordance with their best
judgment.
The following table sets forth the share holdings of those persons who own
more than 5% of the Company's common stock as of the record date, April 3, 2006,
with these computations being based upon 4,933,895 shares of the Company's
common stock being outstanding as of that date and as any shareholder, as it may
pertain, assumes the exercise of options held by such shareholder as of April 3,
2006.
FIVE PERCENT STOCKHOLDERS
-------------------------
AMOUNT OF
NAME AND ADDRESS OF BENEFICIAL APPROXIMATE
BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
- ---------------- ------------ ----------------
LaRita R. Boren 1,723,730(2) 34.9%
9315 South 950 East
Upland, IN 46989
William E. Nielsen 592,641(3) 11.4%
5400 Rio Grande Avenue
Jacksonville, FL 32254
Waste Technology Corporation 256,238(4) 5.2%
Profit Sharing Trust
5400 Rio Grande Avenue
Jacksonville, FL 32254
- -----------------------
(1) Unless otherwise stated, all shares of Common Stock are directly held
with sole voting and dispositive power.
(2) Consists of 1,502,962 shares held directly and 220,768 shares held
directly by her husband, Leland E. Boren.
(3) Consists of 342,641 shares held directly and options to purchase
250,000 shares.
(4) Employees' Profit Sharing Trust of which William E. Nielsen is Trustee.
3
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
GENERAL
Article III, Section 1 of the Company's By-Laws provides that the Company's
Board of Directors shall consist of a minimum of five (5) and a maximum of nine
(9) directors divided into three (3) classes of directors ("Class I", "Class
II", and "Class III"), with each class having as nearly the same number of
directors as practicable. Stockholders elect such class of directors, Class I,
Class II, or Class III, as the case may be, to succeed such class directors
whose terms are expiring, for a three (3) year term, and such class of directors
shall serve until the successors are elected and qualify. Under this
configuration, it is intended that one class of directors' terms will expire
each year resulting in staggered elections of the Company's directors. At last
year's annual meeting the terms of both of the Company's Class I Directors
expired. As a result, at last year's annual meeting Robert Roth and Leland E.
Boren were elected as Class I Directors. During Fiscal 2005, Morton S. Robson
resigned as a Director for personal reasons leaving the Company with one
remaining Class II Director, David B. Wilhelmy. Mr. Wilhelmy is the only nominee
at this year's Annual Meeting for election as a Class II director.
The following is the apportionment of the existing directors into classes:
NO. OF CLASS TERM EXPIRES MEMBERS/NOMINEES
- ------------ ------------ ----------------
Class I 2008 Annual Robert Roth
Stockholder's Meeting Leland E. Boren
Class II 2006 Annual David B. Wilhelmy
Stockholder's Meeting
Class III 2007 Annual William E. Nielsen
Stockholder's Meeting LaRita R. Boren
Unless authority is withheld, the proxies in the accompanying form will be
voted in favor of the election of the Mr. Wilhelmy as a Class II Director. If
Mr. Wilhelmy should subsequently become unavailable for election prior to the
Annual Meeting, the persons voting the accompanying proxy may in their
discretion vote for a substitute.
4
BOARD OF DIRECTORS
- ------------------
The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company. Although only
two (2) members of the Board are involved in day-to-day operating details, the
other members of the Board are kept informed of the Company's business by
various reports and documents sent to them as well as by operating and financial
reports made at Board meetings. The Board of Directors held three (3) meetings
in Fiscal 2005. All directors attended all of the meetings of the Board of
Directors during Fiscal 2005. Although it has no formal policy requiring
attendance, the Company encourages all directors to attend the annual meeting of
stockholders. All of the Company's directors attended last year's annual meeting
of stockholders and it is anticipated that all of its directors will attend this
year's Annual Meeting.
COMMITTEES
----------
During Fiscal 2005, William E. Nielsen, Morton S. Robson until he resigned
as a Director and Robert Roth were members of the Company's audit committee.
During Fiscal 2005, Messrs, Robson, again until he resigned as a Director and
Roth were members of the Company's compensation committee. None of the members
of the audit and compensation committees during Fiscal 2005 were "independent
directors" as that term is defined under the applicable provisions of the
Sarbanes-Oxley Act, regulations and rules promulgated by the Securities and
Exchange Commission and the NASDDAQ stock market. The Company does not, at the
present time, have an independent "financial expert", as that term is defined in
the Sarbanes-Oxley Act of 2002, on the Board of Directors and the Audit
Committee of the Company. As of the present time, Mr. Nielsen serves as the
Company's financial expert. The Company has sought and continues to seek an
appropriate individual to serve on the Board of Directors and the Audit
Committee who will meet the requirements necessary to be an independent
financial expert as well as to find other individuals who meet the requirements
necessary to qualify as independent directors to serve on the Company's Board of
Directors. The Company has been unable to find an independent financial expert
and other independent directors because it does not have sufficient funds to
purchase directors and officers insurance or compensate such independent
directors for their services.
The Company does not have a nominating committee and the full Board of
Directors performs this function. In its role as nominating committee, the Board
identifies the candidates for Board membership. In identifying Board candidates,
the Board will seek recommendations from existing Board members, executive
officers of the Company and all persons who own more than five percent (5%) of
the Company's outstanding stock. The Board has no stated specific minimum
qualifications that must be met by a candidate for a position on the Board of
Directors. The Board will consider a variety of factors in evaluating the
qualifications of a candidate including the candidate's professional experience,
educational background, knowledge of the Company's business and personal
qualities. The Board may, when appropriate, retain an executive search firm and
other advisors to assist it in identifying candidates for the Board. In
addition, the Board will consider any candidates that may have been recommended
by any of the Company's stockholders who have made those recommendations in
accordance with the procedures described below under the heading "Stockholders'
Proposals." In addition, such stockholder recommendation must be accompanied by
(1) such information about each prospective director nominee as would have been
required to be included in a proxy statement filed pursuant to the rules of the
Securities and Exchange Commission had the prospective director nominee been
nominated by the Board of Directors and (2) that the prospective director
nominee has consented to be named, if nominated, as a nominee and, if elected,
to serve as a director. The directors of the Company who participated in the
consideration of director-nominees included in this proxy statement were William
E. Nielsen, Robert Roth Leland E. Boren and LaRita R. Boren.
COMPENSATION COMMITTEE INTERLOCKING
AND INSIDER PARTICIPATION
There are no interlocking relationships between any member of the Company's
Compensation Committee and any member of the compensation committee of any other
company, nor has any such
5
interlocking relationship existed in the past. No member of the Compensation
Committee is or was formerly an officer or an employee of the Company.
CODE OF ETHICS
--------------
The Company has adopted a code of business conduct and ethics for directors
and officers (including the Company's principal executive officer, principal
financial officer and controller), known as the Standards of Business Conduct.
The Standards of Business Conduct are available on the Company's website at
http://www.intl-baler.com. Stockholders may also obtain a free copy of the
Standards of Business Conduct from the Company by writing and requesting a copy
from:
Waste Technology Corporation
Attention: William E. Nielsen
5400 Rio Grande Avenue
Jacksonville, Florida 32254
(904)358-3812
STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS
-----------------------------------------------------
Stockholders may communicate with the Board of Directors of the Company by
writing to: William E. Nielsen, President, Waste Technology Corporation, 5400
Rio Grande Avenue, Jacksonville, FL 32254 or by E-Mail: to: Ibc@intl-baler.com
Subject: Communication to Board of Directors. All letters and e-mails will be
answered, if possible, and will be distributed to board members as appropriate.
Notwithstanding the foregoing, the Company has the authority to discard or
disregard any communication which is unduly hostile, threatening, illegal or
otherwise inappropriate or to take any other appropriate actions with respect to
such communications.
BENEFICIAL OWNERSHIP
--------------------
The following table sets forth certain information with respect to the
ownership of the Company's Common Stock as of the Record Date, April 3, 2006, of
the executive officers and directors of the Company and the directors and
officers of the Company as a group. The computations set forth in the table are
based upon 4,933,895 shares of the Company's common stock being outstanding as
of April 3, 2006 and as to any shareholder, as it may pertain, assumes the
exercise of options held by such shareholder as of April 3, 2006.
6
DIRECTORS AND OFFICERS
----------------------
NUMBER OF SHARES PERCENT
NAME AND ADDRESS TITLE BENEFICIALLY OWNED (5) OF CLASS
- ---------------- ----- ---------------------- --------
LaRita Boren Director 1,502,971 30.5%
9315 South 950 East
Upland, IN 46989
Leland E. Boren Director 220,768 4.5%
9315 South 950 East
Upland, IN 46989
William E. Nielsen Director; 592,641(6) 11.4%
5400 Rio Grande Avenue President;
Jacksonville, FL 32254 CEO; CFO
Robert Roth Director 236,670(7) 4.8%
Georgetown Electric, Ltd.
Unit 17, 2501 W. Third Street
Wilmington, DE 19805
David B. Wilhelmy Director; 166,900 3.4%
5400 Rio Grande Ave. Vice-President
Jacksonville, FL 32254
Waste Technology Corporation 256,238(8) 5.2%
Profit Sharing Trust
5400 Rio Grande Avenue
Jacksonville, FL 32254
All Officers and Directors 2,976,188(9) 57.4%
as a Group (5 persons)
- -------------------
(5) Unless otherwise stated, all shares of Common Stock are directly held
with sole voting and dispositive power.
(6) Consists of 342,641 shares held directly and options to purchase
250,000 shares.
(7) Includes shares owned by family members of Robert Roth as follows: his
wife, Patricia B. Roth (114,182), his son, Steven F. Roth (2,000), his
daughter, Kathie Cecile Roth (10,000), and his son Charles B. Roth and
his wife Marta Roth (107,188).
(8) Employees' Profit Sharing Trust of which Mr. Nielsen is the Trustee.
(9) Consists of shares held directly, options to purchase 250,000 shares
and shares held by Waste Technology Corporation Employees Profit
Sharing Trust.
7
CHANGE IN CONTROL
-----------------
To the knowledge of the Company's management, there are no present
arrangements or pledges of the Company's securities which may result in a change
in control of the Company.
BACKGROUND OF DIRECTORS
-----------------------
The following is a brief account of the experience, for at least the past
five (5) years, of each nominee for director.
LaRita R. Boren, age 69, was elected as a Director of the Company on March
9, 2005. Mrs. Boren is a Director and Executive Vice-President of Avis
Industrial Corporation. She has served as a Director of Avis since 1979 and as
Vice-President from 1986 until March, 2005 when she was elected Executive
Vice-President. She is also on the Board of Directors of The Boren Foundation,
Inc., Citizens Plaza Building, Inc., Citizens Travel Agency, The Heartland Film
Festival, Live Bait Productions, Inc., Lyford Cay Foundation, J.M. Music, Inc.,
Taylor University, LeLaLo Foundation, Inc., Spring Hill Music Group, Inc. and
WBCL Radio Station. Mrs. Boren received a Bachelors of Science degree from
Oklahoma State University in 1957. She has an honorary Doctor of Business
Management degree from Indiana Wesleyan University and a Doctor of Humane
Letters degree from Taylor University. Mrs. Boren has been married to Leland E.
Boren, also a Director of the Company since 1958.
Leland E. Boren, age 82, was elected as a Director of the Company on March
9, 2005. Mr. Boren is the Chairman, Chief Executive Officer and President of
Avis Industrial Corporation located in Upland, Indiana. From 1945 through 1971
Mr. Boren was employed by The Pierce Company (formerly The Pierce Governor
Company) in various capacities. He became President of The Pierce Governor
Company in 1958. The Pierce Company merged with Avis Industrial Corporation in
1971 and Mr. Boren became President of Avis at that time. Mr. Boren has been
married to LaRita R. Boren, who is also a Director of the Company since 1958.
William E. Nielsen, age 59, joined the Company in June 1994 as its Chief
Financial Officer and was elected a Director on November 20, 1997. He was
elected President and Chief Executive Officer on May 8, 2001. Prior to joining
the Company, Mr. Nielsen acted as a financial consultant to Fletcher Barnum
Inc., a privately held manufacturing concern, from October 1993 through June
1994. From 1980 through July 1993, he was the Vice President, Administration and
Finance at Unison Industries, Inc. Mr. Nielsen received a BBA in Finance and an
M.B.A. at Western Illinois University in 1969 and 1970, respectively.
Robert Roth, age 80, was elected as a Director of the Company on October
12, 1993. He is the Chairman of the Board and Treasurer of Georgetown Electric,
Ltd., and a Director of Keystone Insurance Company, both publicly held
companies. For more than the past five (5) years, in addition to being the
Chairman of the Board and Treasurer of Georgetown Electric, Ltd., he has been
the President and Chief Executive Officer of Browning Weldon Corporation, a
privately held financial company. Mr. Roth received a bachelor of Engineering
Degree from Yale University in 1946.
David B. Wilhelmy, age 51, joined the Company in September 2002 as
Vice-President of Sales and Marketing. Prior to joining the Company, Mr.
Wilhelmy was Vice-President/Sales and Acquisitions for Consolidated Packaging
Systems. CPS was a joint venture with Gryphon Investors to consolidate the
packaging systems distribution industry, from January 2000 through August 2002.
Mr. Wilhelmy was the Southeast Regional Vice-President of Sales and Marketing
for Packaging for Unisource Distribution Company from 1993 to 2000. Mr. Wilhelmy
received a Bachelor Degree in Business Administration from Madison University.
8
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
In fiscal 2005, the Company, its officers and directors, were not
delinquent in filing of any of its Form 3, 4, and 5 reports.
FAMILY RELATIONSHIPS
--------------------
There are no family relationships between executive officers or directors
of the Company except that Leland E. Boren and LaRita R. Boren are husband and
wife and Robert Roth is the husband of Patricia B. Roth, and father of Steven F.
Roth, major shareholders of the Company. See, "Certain Relationships and Related
Transactions" below. For so long as Patricia Roth and Steven Roth are the owners
of more than one percent (1%) of the number of outstanding shares of Common
Stock, the Company has agreed to use its best efforts to cause the election of
Robert Roth as a member of the Board of Directors.
Except as noted above, there is no understanding or arrangement between any
director or any other persons pursuant to which such individual was or is to be
selected as a director or nominee of the Company.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGs
----------------------------------------
To the knowledge of management, during the past five years, no present or
former director, executive officer, affiliate or person nominated to become a
director or an executive officer of the Company:
(1) Filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by a court for the business or property of such person, or
any partnership in which he or she was a general partner at or within
two years before the time of such filing, or any corporation or
business association of which he or she was an executive officer at or
within two years before the time of such filing;
(2) Was convicted in a criminal proceeding or named the subject of a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
(3) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him or her from or
otherwise limiting his or her involvement in any type of business,
commodities, securities or banking activities;
(4) Was found by a court of competent jurisdiction in a civil action or by
the SEC or the Commodity Futures Trading Commission ("CFTC") to have
violated any federal or state securities law or Federal commodities
law, and the judgment in such civil action or finding by the SEC or
CFTC has not been subsequently reversed, suspended, or vacated.
EXECUTIVE COMPENSATION
- ----------------------
The following table sets forth a summary of all compensation awarded to,
earned by or paid to, the Company's Chief Executive Officer and each of the
Company's executive officers whose compensation exceeded $100,000 per annum for
services rendered in all capacities to the Company and its subsidiaries during
fiscal years ended October 31, 2005, October 31, 2004, and October 31, 2003:
9
SUMMARY COMPENSATION TABLE
--------------------------
NAME AND OTHER ANNUAL NUMBER OF ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS COMPENSATION
- ------------------- ---- --------- -------- --------------- --------- ------------
William E. Nielsen 2005 104,271 3,000 -0- -0- -0-
President and CEO 2004 96,800 -0- -0- -0- -0-
2003 92,854 -0- -0- -0- -0-
- ------------------- ---- --------- -------- --------------- --------- ------------
David B. Wilhelmy 2005 102,848 -0- -0- -0- -0-
Vice-President
Sales and Marketing
- ------------------- ---- --------- -------- --------------- --------- ------------
None of the company's other Executive Officers earned compensation in
fiscal 2003, 2004 and 2005 in excess of $100,000 for services rendered to the
Company in any capacity.
OPTION GRANTS AND OPTION EXERCISES FOR FISCAL 2005
--------------------------------------------------
No options were granted or exercised during fiscal 2005 by the Company's
Chief Executive Officer or any of the Company's most highly compensated
executive officers whose compensation exceeded $100,000 for Fiscal 2005.
COMPENSATION OF DIRECTORS
-------------------------
No Director of the Company received remuneration for services as a Director
during fiscal 2005.
EMPLOYMENT CONTRACTS
--------------------
The Company does not have any employment contracts with its Chief Executive
Officer or any other member of management.
10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ----------------------------------------------
RELATED PARTY TRANSACTIONS
--------------------------
LEGAL SERVICES
--------------
The law firm in which Morton S. Robson, the Secretary and a Director of the
Company, is a partner provided services to the Company in Fiscal 2005. During
fiscal 2005, Mr. Robson's law firm received $8,962 from Waste Tech as payment
for legal services rendered.
ROBERT ROTH
-----------
Members of the immediate family of Robert Roth, one of the Directors of the
Company, own an aggregate of 4.8% of the Company's outstanding and issued stock.
The shares of stock are owned by his wife, Patricia B. Roth (114,182), his son,
Steven F. Roth (2,000), his daughter, Kathie Cecile Roth (10,000) and his son
Charles B. Roth and his wife, Marta Roth (107,188). Pursuant to the terms of an
agreement dated May 11, 1993 between the Company, Patricia Roth, Steven Roth and
Robert Roth, so long as Patricia Roth and Steven Roth are the owners of more
than one percent (1%) of the number of outstanding shares of Common Stock, the
Company has agreed to use its best efforts to cause the election of Robert Roth
as a member of the Board of Directors.
PARENT OF ISSUER
----------------
The Company has no parent.
BOARD RECOMMENDATION AND VOTE REQUIRED
- --------------------------------------
For Proposal No. 1 regarding the election of one (1) Class II Director,
votes may be cast in favor of the nominee or may be withheld. The Class II
Director will be elected by a plurality of the votes of the shares of the
Company's common stock present in person or represented by proxy, and entitled
to vote on the election of directors at a meeting at which a quorum is present.
Abstentions are tabulated in determining the votes present at a meeting.
Consequently, an abstention has the same effect as a vote against a director
nominee, as each abstention would be one less vote in favor of a director
nominee. The Board of Directors recommends that stockholders vote "FOR" the
Nominee set forth above. Unless marked to the contrary, proxies received will be
voted FOR the Nominee set forth above.
PROPOSAL NO. 2:
RATIFICATION OF SELECTION OF
KPMG LLP AS INDEPENDENT AUDITORS
The Board of Directors has selected the firm of KPMG LLP, independent
certified public accountants, to audit the accounts for the Company for fiscal
year ending October 31, 2006 ("Fiscal 2006"). The firm of KPMG LLP has audited
the Company's financial statements for the past nine (9) fiscal years. The
Company is advised that neither that KPMG LLP nor any of its partners has any
material direct or indirect relationship with the Company. The Board of
Directors considers KPMG LLP to be well qualified for the function of serving as
the Company's auditors. The Delaware General Corporation Law does not require
the approval of the selection of auditors by the Company's stockholders, but in
view of the importance of the financial statement to stockholders, the Board of
Directors deems it desirable that they pass upon its selection of auditors. In
the event the stockholders disapprove of the selection, the Board of Directors
will consider the selection of other auditors. The Board of Directors recommends
that you vote in favor of the above proposal in view of the quality of the
services provided by KPMG LLP, its outstanding reputation as a leading audit
firm and its familiarity with the Company's financial and other affairs.
AUDIT AND NON-AUDIT FEES
------------------------
The following table presents the fees for professional audit services
rendered by KPMG LLP for the audit of the Company's annual consolidated
financial statements for the fiscal years ended October 31, 2005 and October 31,
2004, and fees for other services rendered by KPMG LLP during those periods:
Fee Category Fiscal 2005 Fiscal 2004
Audit Fees $67,500 $67,500
Audit-Related Fees $0 $0
Tax Fees $12,000 $12,000
All Other Fees $0 $0
Total Fees $79,500 $79,500
Audit fees include fees related to the services rendered in connection with
the annual audit of the Company's consolidated financial statements, the
quarterly reviews of the Company's quarterly reports on Form 10-QSB and the
reviews of and other services related to registration statements and other
offering memoranda, if any.
Audit-related fees are for assurance and related services by the principal
accountants that are reasonably related to the performance of the audit or
review of the Company's financial statements.
Tax Fees include (i) tax compliance, (ii) tax advice, (iii) tax planning
and (iv) tax reporting.
All Other Fees includes fees for all other services provided by the
principal accountants not covered in the other categories such as litigation
support, etc.
All of the services for 2005 and 2004 were performed by the full-time,
permanent employees of KPMG, LLP
All of the 2005 services described above were approved by the Audit
Committee pursuant to the SEC rule that requires audit committee pre-approval of
audit and non-audit services provided by the Company's independent auditors to
the extent that rule was applicable during fiscal year 2005. The Audit Committee
has considered whether the provisions of such services, including non-audit
services, by KPMG LLP is compatible with maintaining KPMG LLP's independence and
has concluded that it is.
BOARD RECOMMENDATION AND VOTE REQUIRED
- --------------------------------------
The Board of Directors recommends that you vote in favor of the above
proposal in view of the quality of the services provided by KPMG LLP, its
outstanding reputation as a leading audit firm and its familiarity with the
Company's financial and other affairs due to its previous service as auditors
for the Company.
A representative of KPMG LLP is expected to be present at the Annual
Meeting with the opportunity to make a statement if he desires to do so, and is
expected to be available to respond to appropriate questions.
Ratification will require the affirmative vote of a majority of the shares
present and voting at the meeting in person or by proxy. In the event
ratification is not provided, the Board of Directors will review its future
selection of the Company's independent auditors.
Unless otherwise directed by the stockholder giving the proxy, the proxy
will be voted for the ratification of the selection by the Board of Directors of
KPMG LLP as the Company's independent certified public accountants for Fiscal
2006. Shares voted as abstaining will count as votes cast. Accordingly, an
abstention from voting by a stockholder present in person or by proxy at the
meeting has the same legal effect as a vote "against" Proposal No. 2 because it
represents a share present or represented at the meeting and entitled to vote,
thereby increasing the number of affirmative votes required to approve this
proposal.
STOCKHOLDERS' PROPOSALS
Proposals of stockholders intended to be presented at the 2007 annual
meeting must be received in writing, by the President of the Company at its
offices by DECEMBER 24, 2006 in order to be considered for inclusion in the
Company's proxy statement relating to that meeting.
SEC rules and regulations provide that if the date of the Company's 2007
Annual Meeting is advanced or delayed more than 30 days from the date of the
2006 Annual Meeting, stockholder proposals intended to be included in the proxy
materials for the 2007 Annual Meeting must be received by the Company within a
reasonable time before the Company begins to print and mail the proxy materials
for the 2007 Annual Meeting. Upon determination by the Company that the date of
the 2007 Annual Meeting will be advanced or delayed by more than 30 days from
the date of the 2006 Annual Meeting, the Company will disclose such change in
the earliest possible Quarterly Report on Form 10-QSB.
By Order of the Board of Directors
David B. Wilhelmy, SECRETARY
WASTE TECHNOLOGY CORP.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William E. Nielsen and Robert Roth as
proxies (the "Proxies"), each with power of substitution and resubstitution, to
vote all shares of Common Stock, $.01 par value per share, of Waste Technology
Corp. (the "Company") held of record by the undersigned on April 3, 2006 at the
Annual Meeting of stockholders to be held at the offices of the Company, 5400
Rio Grande Avenue, Jacksonville, Florida 32254, on Monday, May 15, 2006 at 10:00
A.M. local time, or at any adjournments thereof, as directed below, and in their
discretion on all other matters coming before the meeting or any adjournments
thereof.
PLEASE MARK BOXES / / IN BLUE OR BLACK INK.
1. Election of one Class II Directors: David B. Wilhelmy. (MARK ONLY ONE OF
THE TWO BOXES FOR THIS ITEM)
/ / VOTE FOR the nominee named above.
/ / VOTE WITHHELD as to the nominee named above.
2. Proposal to ratify appointment of KPMG LLP 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.
When properly executed, this Proxy will be voted as directed. If no
direction is made, this Proxy will be voted "FOR" Proposals 1 and 2.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY OR EXECUTOR, ADMINISTRATOR,
TRUSTEE 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.
Dated: ______________, 2006
X _________________________
Signature
X _________________________
Print Name(s)
X _________________________
Signature, if held jointly