UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
PROXY STATEMENT
RELATING TO ANNUAL MEETING OF THE SHAREHOLDERS OF
BACH-HAUSER, INC.
(Exact name of Registrant as specified in its charter)
Nevada 88-0390697
(State of organization) (IRS Employer Identification No.)
2080 E. Flamingo Road, Suite 112, Las Vegas, Nevada 89119
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 878-8310
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[X] No fee required.
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14(a)-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
PROXY STATEMENT TO BE MAILED TO SHAREHOLDERS ON NOVEMBER 20, 2000.
BACH-HAUSER, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 20, 2000
TO THE STOCKHOLDERS OF BACH-HAUSER, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of BACH-HAUSER, INC., a Nevada corporation (the
"Company"), will be held at 12:00 p.m. PST, on Wednesday, December 20,
2000, at the Company's administrative offices located at 2080 E.
Flamingo Road, Suite 112, Las Vegas, Nevada 89119, for the following
purposes:
1. To elect the directors of the Company to serve for a one
year term.
2. To transact such other business as may come properly
before the meeting or any postponements or adjournments
thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on November 3,
2000 are entitled to notice of and to vote at the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person; however, to ensure your representation at the meeting, you are
urged to mark, sign, date and return the enclosed proxy card as
promptly as possible in the postage prepaid envelope enclosed for that
purpose. YOU MAY REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE
ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN VOTED AT
THE ANNUAL MEETING. ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING MAY
VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.
By Order of the Board of Directors,
/s/ Peter L. Preston
Peter L. Preston, President
Las Vegas, Nevada
November 3, 2000
THIS PROXY IS BEING SOLICITED BY THE
BOARD OF DIRECTORS OF
BACH-HAUSER, INC.
Date, Time, and Place Information
(a) The 2000 Annual Meeting of Shareholders of Bach-Hauser, Inc., a
Nevada corporation (the "Company"), will be held on December 20, 2000,
at 12:00 p.m. PST, at its administrative offices located at 2080 E.
Flamingo Road, Suite 112, Las Vegas, Nevada 89119. All shareholders of
record on November 3, 2000, may attend and vote in person or by proxy
at this meeting or at any adjournment thereof (collectively, the
"Meeting").
This Proxy Statement is furnished to shareholders of the Company in
connection with the solicitation by the Board of Directors of
Proxies in connection with the Meeting. The Board of Directors of
the Company is soliciting Proxies so that each shareholder is given
an opportunity to vote. These Proxies enable shareholders to vote on
all matters that are scheduled to come before the Meeting. When
Proxies are returned properly executed, the shares represented
thereby will be voted by the Proxy Committee in accordance with the
shareholders' directions. Shareholders are urged to specify their
choices by marking the enclosed Proxy; if no choice has been
specified, the shares will be voted "for" the nominees for election
of directors for the Company. The Proxy also confers upon the Proxy
Committee discretionary authority to vote the shares represented
thereby on any other matter that may properly be presented for
action at the Meeting.
At the Annual Meeting, the Company's shareholders will be asked (i)
to elect the nominees listed below to serve as members of the Board
of Directors until the next annual meeting of shareholders or until
their successors are duly elected and qualified and (ii) to take
such other action as may properly come before the Meeting.
(b) The Proxy Statement shall be mailed November 20, 2000 to
shareholders of record on November 3, 2000.
(c) The next annual meeting of the Company is scheduled for October
16, 2001. Any shareholder is permitted to present a proposal to be
voted upon at that meeting. Any such proposal must be received by the
Company no later than June 14, 2001 (120 days before the meeting). If
the date of the annual meeting is advanced by more than 30 calendar
days or delayed by more than 90 calendar days from the above meeting
date, the Company shall, in a timely manner, inform all shareholders of
the changed meeting date and of the date by which such proposals must
be received.
Revocability of Proxy
Any and all proxies given by shareholders may be revoked by (i) letter
or facsimile, with the signature of the shareholder, addressed to the
Secretary of the Company, specifically revoking the proxy, or (ii) a
properly created proxy bearing a later date. Any correspondence
revoking a proxy is subject to the same delivery requirements as the
original proxy was subject to. A revocation that is not timely received
shall not be taken into account, and the original proxy shall be
counted. Neither attendance at the meeting nor voting at the meeting
shall revoke the proxy.
Voting Securities and Principal Holders Thereof
Each shareholder is entitled to one vote for each share owned by
him or her. There is one class of voting stock, with a total of
73,890,000 shares outstanding as of November 3, 2000, representing
73,890,000 votes. Owners of shares, as listed on the books of the
Company on November 3, 2000, shall be entitled to vote their shares
either in person or by proxy.
The following table sets forth certain information with respect to
the beneficial ownership of the Company's Common Stock as of November
3, 2000 (i) by each person or entity known to the Company to own
beneficially five percent or more of the Company's Common Stock, (ii)
by each director of the Company, (iii) by the Chief Executive Officer
of the Company, and (iv) by all executive officers and directors of the
Company as a group.
Name and Address of Beneficial Amount and Nature Percent of
Owner of Beneficial Class
Ownership(1)
Peter L. Preston 0 --
1561 #3 Hwy
Cayuga, Ontario N0A 1E0
Fern Hill 0 --
1 Willow Dr. Aylmer West
Aylmer, Ontario N5H 3A8
Clayton H. Kass 0 --
737 Hwy. 111 #8
Palm Desert, CA 92660
David Christensen 5,000,000 6.8%
7900 Four Seasons Drive
Las Vegas, Nevada 89129
Bobby Combs 5,000,000 6.8%
6669 Five Pennies Circle
Las Vegas, Nevada 89129
TCR Environmental Corp. 9,000,000 12.1%
25 Toronto Street, Suite 300
Toronto, Ontario M5C 2R1
All directors and executive 0 --
officers as a group
(3 persons)
(1) The persons named in this table have sole voting and investment
power with respect to the shares listed, except as otherwise indicated.
The inclusion herein of shares listed as beneficially owned does not
constitute an admission of beneficial ownership.
PROPOSAL 1
ELECTION OF DIRECTORS
As provided in the By-Laws of the Company, the Board of Directors has
nominated a slate of candidates for election to the Board of Directors
for a term of one year and until their successors have been elected and
qualified. The By-Laws also provide that the Board of Directors shall
have the right at any time during the ensuing year to increase the
number of directors and to elect such directors by a majority vote.
Unless authority is withheld, the Proxy Committee will vote for the
election of the three nominees named below as Directors of the Company.
The Board has no standing committees of any kind.
NOMINEES STANDING FOR ELECTION
The following nominees are standing for election to serve as members of
the Board of Directors to serve until the next annual meeting of
shareholders or until their successors are duly elected and qualified.
Name Age Position Director Since
Peter L. Preston 66 President and Director December 1999
Clayton H. Kass 55 Vice President and Director October 2000
Fern Hill 49 Secretary/Treasurer and December 1999
Director
Peter L. Preston; President and Director
Since December 1999, Mr. Preston has been President and Chairman of the
Board for the Company.
Mr. Preston has been involved in sales training, administration and
executive decision making. He was very successful in the field of
insurance sales and administration. Mr. Preston was successful in the
Provincial election of 1995 and was elected as the representative for
one of the largest ridings in Ontario. Many pieces of legislation
introduced, or worked on by Mr. Preston have been or are about to
become law. Mr. Preston left the political field to become more
involved with the environment. Mr. Preston was introduced to the Total
Recycling System while serving the people of Ontario and recognized it
for what it was, a way to deal with household waste other than putting
it into the ground to foul the earth. His love for the outdoors has
induced him to apply all his efforts to doing what he can to save the
earth for future generations.
From 1989 to 1995, Mr. Preston was President of Peter L. Preston and
Associates, an insurance brokerage firm.
From June 1995 to June 1999, Mr. Preston was a Member of Provincial
Parliament, Province of Ontario.
From June 1999 to September 1999, Mr. Preston was chairman of the board
of an innovative, waste recycling company in Canada.
Clayton H. Kass; Vice President and Director
Since October 2000, Mr. Kass has been Vice President and Director of
the Company.
Mr. Kass brings to the Company over 25 years experience in results-
oriented R&D with problem solving experience in both research,
development, Engineer/Build and Manufacturing. He has experience in
organizing, managing and implementing technical projects. He has
developed processes and resolved problems in the following areas:
Nuclear Waste, Waste to Energy, Hazardous Material, Wind Power, Water
Based Cleaning Systems, Cement Plants, and Landfill Cleanups. During
his work in research, he gained practical experience in designing,
scaling-up and constructing processes and interfacing them to computer
based data acquisition and control systems.
From 1999 to present, Mr. Kass was an Environmental Consultant for
various companies, including Thermoteck of Burlington, Iowa, and
Soluteck of Burlington, Ontario, Canada. He serves as an environmental
engineer and designs equipment for these companies.
From 1996 to 1999, Mr. Kass was the Vice President and Partner of
Environmental Solutions & Technologies, Inc. where he headed up all
research and development of the following projects: Destructive
Distillation MSW Waste to Revenue Technology, NuCon Nuclear
concentration System, Skin Sense Nuclear Containment System and MedScan
Medical Monitoring System. Mr. Kass also obtained laser experience in
the operation, maintenance and design of standard Optical layouts
during his tenure with this company.
From 1992 to 1996, Mr. Kass was the President of Envir-O-Clean. Mr.
Kass was responsible for the day to day activities of the company.
Envir-O-Clean started water based equipment manufacture, designed and
built water based cleaning systems for the automotive industry,
designed and set up a manufacturing plant in Orange County, California,
and fixed or worked on numerous environmental remediation technologies.
Fern Hill; Secretary/Treasurer and Director
Since December 1999, Ms. Hill has been the secretary/treasurer of the
Company.
From June 1997 to August 1999, Ms. Hill was employed as an office
manager for Environmental Corp., where she ran all aspects of the
office, developed company procedure manuals, set recording standard for
daily tonnage and material processing. She also maintained all record
keeping including human resources, bookkeeping, various government
requirements and compliance.
From January 1997 to June 1997, Ms. Hill was employed at Honda Canada
as an administrator at the Customer Response Center. There she served
as the liaison to the President for customer relations, handling
customer inquiries and preparing correspondence for the department
manager.
From January 1996 to December 1996, Ms. Hill was employed at Eli Lilly
Canada, Inc. as an administrator in Customer Care, where she scheduled
appointments and itineraries, organizing meetings for the Customer Care
Manager. She also prepared correspondence and presentations for the
Sales & Marketing Department. She was the bilingual administrator
reporting to the Senior Medical Information Associate, liaising with
medical professionals and the general public to address their
inquiries. She prepared documents for the Medical Reference Library and
facilitated in a new product launch for the Diabetes Care Team.
From 1994 to 1996, Ms. Hill was employed as an office administrator at
DBS Satellite Inc., where she was responsible for all aspects of the
general office administration as well as reception, accounting
procedures, customer service and correspondence.
From 1990 to 1993, Ms. Hill was a manager at Regency Business Centres,
where she supervised the daily office services provided to 20 companies
leasing office space in the business center. She reported directly to
the CEO and President. She was also responsible for presenting the
facilities to prospective tenants and negotiating leases.
Proxies are solicited in favor of the nominees and it is intended that
the proxies will be voted for the nominees unless otherwise specified.
Should a nominee become unable to serve for any reason, unless the
shareholders by resolution provide for a lesser number of directors,
the persons named in the enclosed proxy will vote for the election of a
substitute nominee. The Board of Directors has no reason to believe
that any nominee will be unable to serve.
RECOMMENDATION
The Board of Directors recommends that shareholders vote FOR the
election of the director nominees. Assuming the presence of a quorum,
the affirmative vote of a majority of the votes cast by the holders of
the shares of Common Stock present and entitled to vote on this item at
the Annual Meeting is required to elect the nominees. In determining
whether this item has received the requisite number of affirmative
votes, abstentions will not be counted and will have no effect on the
result of the vote, although abstentions will count toward the presence
of a quorum. Brokers who hold shares in street name have the authority
to vote on certain routine matters on which they have not received
instruction from the beneficial holders of such shares. Brokers holding
shares in street name, who do not receive instruction, are entitled to
vote on the election of directors, and such broker votes will count
toward the presence of a quorum.
Legal Proceedings
There are no material pending legal proceedings to which any officer or
director of the Company is a party, and to the best of their knowledge
no such action by or against any officer or director has been
threatened.
Compensation of Directors and Executive Officers
Neither of the Company's officers and/or directors receive any
compensation for their respective services rendered to the Company, nor
have they received such compensation in the past. They both have agreed
to act without compensation until authorized by the Board of Directors,
which is not expected to occur until the Company has generated revenues
from operations after consummation of a merger or acquisition. As of
the date of this proxy statement, the Company has no funds available to
pay directors. Further, none of the directors are accruing any
compensation pursuant to any agreement with the Company.
It is anticipated that Management will be compensated with stock
options and/or salary, if a business combination is completed. The
details of the stock options and/or salary have not yet been completed.
It is expected that these details will be one of the items to be
negotiated as part of the combination.
It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may
desire to employ or retain one or more members of the Company's
management for the purposes of providing services to the surviving
entity, or otherwise provide other compensation to such persons.
However, the Company has adopted a policy whereby the offer of any post-
transaction remuneration to members of management will not be a
consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the
Company's Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to
undertake a transaction with the Company and further, to abstain from
voting on such transaction. Therefore, as a practical matter, if each
member of the Company's Board of Directors is offered compensation in
any form from any prospective merger or acquisition candidate, the
proposed transaction will not be approved by the Company's Board of
Directors but will be submitted to a vote of the shareholders as a
result of the inability of the Board to affirmatively approve such a
transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the
event the Company consummates a transaction with any entity referred by
associates of management, it is possible that such an associate will be
compensated for their referral in the form of a finder's fee. It is
anticipated that this fee will be either in the form of restricted
common stock issued by the Company as part of the terms of the proposed
transaction, or will be in the form of cash consideration. However, if
such compensation is in the form of cash, such payment will be tendered
by the acquisition or merger candidate, because the Company has
insufficient cash available. The amount of such finder's fee cannot be
determined as of the date of this proxy statement, but is expected to
be comparable to consideration normally paid in like transactions. No
member of management of the Company will receive any finders fee,
either directly or indirectly, as a result of their respective efforts
to implement the Company's business plan outlined herein. Persons
"associated" with management is meant to refer to persons with whom
management may have had other business dealings, but who are not
affiliated with or relatives of management.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for
the benefit of its employees.
Other Matters
The Board of Directors knows of no other business to come before the
meeting. If, however, other matters properly come before the meeting,
it is the intention of the persons named in the enclosed proxy to vote
the shares represented thereby in accordance with their best judgment.
Vote Required for Approval
Each shareholder is entitled to one vote for or against each director
standing for election for each share he or she held of record on
November 3, 2000. The shareholder may choose to ABSTAIN from voting for
any individual for election to the Board of Directors. By choosing to
ABSTAIN, the shareholder withholds his or her authority for the Proxy
Committee to vote for that candidate. Abstentions will be counted
toward the presence of a quorum.
Annual Report
Included with this proxy statement is a copy of the Company's annual
report for the year ended December 31, 1999. This annual report is
taken from the Company's Form 10-KSB, filed with the United States
Securities and Exchange Commission on June 26, 2000, with certain
exhibits excluded. The entire filing, with all exhibits attached, is
available online at the SEC's website, www.sec.gov, or at FreeEdgar,
www.FreeEdgar.com. (Note that some of those exhibits are not attached
to the Form 10-KSB but are included in other Forms filed with the SEC;
those Forms are referenced from the Form 10-KSB, and are also available
online at the addresses mentioned above.) The exhibits listed in the
table below are not included with this proxy statement. Any shareholder
who wishes to receive a copy of any of these exhibits may view them
online at the addresses mentioned above, or may receive a copy from the
Company by written request sent to the Company at the address shown on
the cover page of this proxy statement, together with a check in the
amount of $20 for each exhibit requested, which covers the cost of
copying, handling, and mailing the exhibits. CERTAIN OTHER INFORMATION
IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST. PLEASE CONTACT BACH-
HAUSER, INC., 2080 E. FLAMINGO ROAD, SUITE 112, LAS VEGAS, NEVADA
89119, TELEPHONE (702) 650-5660, IF YOU WOULD LIKE TO REQUEST A COPY OF
THE COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED
SEPTEMBER 30, 2000, OR ADDITIONAL REPORTS.
3.1 Certificate of Incorporation
(Charter Document)*
3.2 By-Laws*
10 License Agreement between
Autoeye and Remote dated June
30, 1999*
(material contract)
16 Letter re change in certifying
accountants*
23.1 Consent of Auditors
23.2 Consent of Counsel
27 Financial Data Schedule
* Incorporated by reference to the Form 10-SB filed with the SEC on
August 6, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
By:/s/ Peter L. Preston
Peter L. Preston, President
PROXY CARD
BACH-HAUSER, INC. (the "Corporation")
This proxy is solicited on behalf of the Board of Directors of the
Corporation for the Annual Meeting of Shareholders to be held on December
20, 2000. The Board of Directors recommends a vote "FOR" the following:
Withhold authority to
FOR election WITHHOLD vote vote for
of from all any individual
all nominees nominees nominee, write
number(s) of
nominee(s)
below (use number
only):
1. Election of Directors:
Nominees: [ ] [ ] _________________
01 - Peter L. Preston
02 - Clayton H. Kass
03 - Fern Hill
Votes MUST be indicated using black or blue ink. The undersigned hereby
appoints Peter L. Preston, proxy, with full power of substitution, to vote
all shares of Common Stock of the undersigned in the Corporation at the
Annual Meeting of Shareholders to be held on December 20, 2000, and at any
adjournment thereof, upon all subjects that may properly come before the
meeting. IF SPECIFIC DIRECTIONS ARE NOT GIVEN WITH RESPECT TO ANY MATTERS
TO BE ACTED UPON AT THE ANNUAL MEETING AND THIS PROXY CARD IS SIGNED AND
RETURNED, THE PROXY WILL VOTE IN ACCORDANCE WITH THE ABOVE RECOMMENDATION
AND MAY EXERCISE DISCRETIONARY AUTHORITY WITH RESPECT TO ANY OTHER MATTER
THAT MAY PROPERLY COME BEFORE THE MEETING.
Please date and sign exactly as your name or names appear on this proxy
card. If the shares are held jointly, each shareholder should sign. If
signing as an executor, trustee, administrator, custodian, guardian,
corporate officer, or pursuant to a power of attorney, please so indicate
below.
Dated: By:
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Print Name:
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[ ] Check this box if you have either a change of address or comments, and
please note the same on this proxy card.
Mail this Proxy Card to: Bach-Hauser, Inc.
Proxy Committee
Alpha Tech Stock Transfer
929 Spiers Lane
Draper, UT 84020