ALLSTATES WORLDCARGO, INC.
4 Lakeside Drive South
Forked River, New Jersey 08731
(609) 693-5950
______________________
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AT 10:00 A.M.,
ON September 10, 2004
To the Stockholders of Allstates WorldCargo, Inc.:
The 2004 Annual Meeting of the Stockholders of Allstates WorldCargo,
Inc. (the "Company"), a New Jersey corporation will be held at the
offices of the Company at 4 Lakeside Drive South, Forked River, New
Jersey, 08731, on September 10, 2004, at 10:00 a.m. At the meeting,
stockholders will act on the following matters:
(1) Election of four (4) Directors to hold office for the ensuing
year and until their successors have been duly elected and
qualified;
(2) Ratification of the appointment of Cowan, Gunteski & Co., P.A.
as Independent accountants for fiscal 2004; and
(3) Any other matters that properly come before the meeting.
Stockholders of record at the close of business on August 16, 2004
are entitled to vote at the meeting or any postponement or
adjournment.
Stockholders (whether they own one or many shares and whether they
expect to attend the annual meeting or not) are requested to vote,
sign, date and return promptly the accompanying proxy in the
enclosed envelope, which requires no postage if mailed in the United
States. A proxy may be revoked at any time prior to its exercise
(a) by notifying the Secretary of the Company in writing, (b) by
delivering a duly executed proxy bearing a later date, or (c) by
attending the annual meeting and voting in person.
By Order of the Board of Directors:
Craig D. Stratton, Corporate Secretary
August 20, 2004
Forked River, New Jersey
ALLSTATES WORLDCARGO, INC.
4 Lakeside Drive South
Forked River, New Jersey 08731
(609) 693-5950
______________________________
PROXY STATEMENT
______________________________
This Proxy Statement contains information related to the annual
meeting of stockholders of Allstates WorldCargo, Inc. (the Company),
to be held on Friday, September 10, 2004 at 10:00 a.m., local time,
at the offices of the Company at 4 Lakeside Drive South, Forked
River, New Jersey, 08731, and at any adjournment or adjournments
thereof.
ABOUT THE MEETING
What is the purpose of the annual meeting?
At the Company's annual meeting, stockholders will act upon the
matters outlined in the accompanying notice of meeting, including
the election of directors and ratification of the Company's
independent auditors. In addition, the Company's management will
report on the performance of the Company and respond to questions
from stockholders.
Who is entitled to vote?
Only stockholders of record at the close of business on the
record date, August 16, 2004, are entitled to receive notice of the
annual meeting and to vote the shares of common stock that they held
on that date at the meeting, or any postponement or adjournment of
the meeting. Each outstanding share entitles its holder to cast one
vote on each matter to be voted upon.
Who can attend the meeting?
All stockholders as of the record date, or their duly appointed
proxies, may attend the meeting.
Please note that if you hold your shares in "street name" (that
is, through a broker or other nominee), you will need to bring a
copy of a brokerage statement reflecting your stock ownership as of
the record date and check in at the registration desk at the
meeting.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the
holders of a majority of the shares of common stock outstanding on
the record date will constitute a quorum, permitting the meeting to
conduct its business. As of the record date, 32,509,872 shares of
common stock of the Company were outstanding. Proxies received but
marked as abstentions and broker non-votes will be included in the
calculation of the number of shares considered to be present at the
meeting.
How do I vote?
If you complete and properly sign the accompanying proxy card
and return it to the Company, it will be voted as you direct. If you
are a registered stockholder and attend the meeting, you may deliver
your completed proxy card in person. "Street name" stockholders who
wish to vote at the meeting will need to obtain a proxy form from
the institution that holds their shares.
Can I change my vote after I return my proxy card?
Yes. Even after you have submitted your proxy, you may change
your vote at any time before the proxy is exercised by filing with
the Secretary of the Company either a notice of revocation or a duly
executed proxy bearing a later date. The powers of the proxy holders
will be suspended if you attend the meeting in person and so
request, although attendance at the meeting will not by itself
revoke a previously granted proxy.
What are the board's recommendations?
Unless you give other instructions on your proxy card, the
persons named as proxy holders on the proxy card will vote in
accordance with the recommendations of the Board of Directors. The
Board's recommendation is set forth together with the description of
each item in this proxy statement. In summary, the Board recommends
a vote:
(1) for election of the nominated slate of directors (see page 4);
and
(2) for ratification of the appointment of Cowan, Gunteski & Co.,
P.A. as the Company's independent auditors (see page 8).
With respect to any other matter that properly comes before the
meeting, the proxy holders will vote as recommended by the Board of
Directors or, if no recommendation is given, in their own
discretion.
What vote is required to approve each item?
Election of directors. The affirmative vote of a plurality of
the votes cast at the meeting determines the election of directors.
A properly executed proxy marked "WITHHOLD AUTHORITY" with respect
to the election of one or more directors will not be voted with
respect to the director or directors indicated, although it will be
counted for purposes of determining whether there is a quorum.
Other items. For each other item, the affirmative vote of the
holders of a majority of the shares represented in person or by
proxy and entitled to vote on the item will be required for
approval. A properly executed proxy marked "ABSTAIN" with respect to
any such matter will not be voted, although it will be counted for
purposes of determining whether there is a quorum. Accordingly, an
abstention will have the effect of a negative vote.
If you hold your shares in "street name" through a broker or
other nominee, your broker or nominee may not be permitted to
exercise voting discretion with respect to some of the matters to be
acted upon. Thus, if you do not give your broker or nominee specific
instructions, your shares may not be voted on those matters and will
not be counted in determining the number of shares necessary for
approval. Shares represented by such "broker non-votes" will,
however, be counted in determining whether there is a quorum.
STOCK OWNERSHIP
Who are the largest owners of the company's stock?
Joseph M. Guido, Chairman of the Board of Directors of the Company,
owns or controls 56.91% of the outstanding shares of common stock of
the Company; and Sam DiGiralomo, President, CEO and a director of
the Company, owns or controls 14.92% of the outstanding shares of
common stock of the Company. See the table below.
How much stock do the company's directors and executive officers
own?
The following table sets forth the beneficial ownership of the
Common Stock of the Company as of August 16, 2004, by each person
who was known by the Company to beneficially own more than 5% of
the common stock, by each director and executive officer who owns
shares of common stock and by all directors and executive officers
as a group:
No. of Shares
Title Name and Address and Percen
of of Beneficial Owner Nature of t of
Class Beneficial Class(1)
Ownership
Common Joseph M. Guido 18,500,000(2) 56.91%
4 Lakeside Drive South
Forked River, NJ 08731
Common Sam DiGiralomo 4,850,000 14.92%
7 Doig Road, Suite 3
Wayne, NJ 07470
Common Barton C. Theile 500,000 1.54%
4 Lakeside Drive South
Forked River, NJ 08731
Common Craig D. Stratton 200,000 0.62%
4 Lakeside Drive South
Forked River, NJ 08731
All Officers and Directors as a Group 24,050,000 73.98%
__________________
(1) Based upon 32,509,872 shares outstanding as of August 16,
2004.
(2) Comprised of 18,250,000 shares owned by Joseph Guido and
250,000 shares owned by Teresa Guido, wife of Joseph Guido.
ITEM 1
ELECTION OF DIRECTORS
Four (4) directors will be elected to hold office subject to the
provisions of the Companys by-laws until the next Annual Meeting of
Shareholders, and until their respective successors are duly elected
and qualified. The affirmative vote of a plurality of the votes
cast at the meeting, either in person or by proxy, determines the
election of directors. The following table sets forth the name, age,
position with the Company and respective director service dates of
each person who has been nominated to be a director of the Company:
Positions(s)
Name Age With the Company Director Since
Joseph M. Guido 70 Chairman of the Board 1999
Sam DiGiralomo 60 President, CEO, Director 1997
Barton C. Theile 57 Executive Vice Pres., COO,
Director 1999
Craig Stratton 52 CFO, Secretary, Treasurer,
Director 1999
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED
HEREIN.
Business Experience of the Directors
JOSEPH M. GUIDO, Chairman of the Board, was the founder of Allstates
Air Cargo, Inc., having served as its President and CEO from 1961
until 1999 when it was acquired by the Company. Mr. Guido became
Chairman of the Board of the Company upon the acquisition of
Allstates Air Cargo, Inc. on August 24, 1999. Prior to forming
Allstates Air Cargo, Inc., Mr. Guido served as a freight supervisor
with American Airlines, and as a sales and station manager for Air
Cargo Consolidators.
SAM DIGIRALOMO, became President, CEO and a director of the Company
upon the acquisition of Allstates Air Cargo, Inc. on August 24,
1999. Prior to such acquisition, Mr. DiGiralomo had served as the
President, Treasurer, CEO and a director of Audiogenesis Systems,
Inc. since it was formed in January, 1997. From July 1981 through
January 1997, Mr. DiGiralomo had been the President of the
predecessor of Audiogenesis Systems, Inc., Genesis Safety Systems,
Inc. Mr. DiGiralomo has more than 20 years of management and
marketing experience. He has lectured at various trade
associations and universities, and designed and authored several
employee training programs.
BARTON C. THEILE, became Executive Vice President, COO and a
director of the Company upon the acquisition of Allstates Air Cargo,
Inc. on August 24, 1999. Prior to such acquisition, Mr. Theile had
served Allstates Air Cargo, Inc., as a sales representative,
operations manager, Executive Vice President and COO over a period
of 19 years. In addition to his experience at Allstates, Mr. Theile
was President of Cargo Logistics Group, LLC. Mr. Theile has been
involved in sales, marketing operations and administration in the
transportation industry for over 25 years.
CRAIG STRATTON, became CFO, Secretary, Treasurer and a director of
the Company upon the acquisition of Allstates Air Cargo, Inc. on
August 24, 1999. From November 1997 until such acquisition, Mr.
Stratton served as Chief Financial Officer for Allstates Air Cargo,
Inc. For three years before joining Allstates, Mr. Stratton held the
position of Corporate Controller for Programmer's Paradise, Inc. a
cataloger and distributor of technical software. From 1990 through
1994, he was Controller for Baronet Corporation, an importer and
distributor of leather goods accessories. From 1981 through 1990,
he was employed by the finance department of Contel IPC, a specialty
telephone systems manufacturer and service provider, where he held
various positions of increasing responsibility in corporate
accounting, including an appointment to Assistant Controller in
1987. In 1973, Mr. Stratton received his B.S. in accounting, and in
1980 he earned his MBA, both from Monmouth University. Mr. Stratton
has been a CPA since 1986.
General Information
Board of Directors. The Board of Directors is responsible for
supervision of the overall affairs of the Company. To assist it in
carrying out of its duties, the Board has delegated certain
authority to several committees.
The Board of Directors held two meetings during 2003. Overall and
individual attendance at the Board and committee meetings was 100
percent. Following the Annual Meeting, the Board will consist of
four directors. In the interim between Annual Meetings, the Board
has the authority under the By-laws to increase or decrease the size
of the Board.
How are directors compensated?
Directors Compensation. All members of the Board are current
employees of the Company, and do not receive any additional
compensation for serving on the Board.
Do we have an audit committee?
We do not have an audit committee at this time, because the
Company does not have any independent directors.
Our directors have met and held discussions with the
independent auditors. The directors believe that the Company's
consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the directors have
reviewed and discussed the consolidated financial statements with
the independent auditors. Our directors discussed with the
independent auditors matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication with Audit Committees).
These discussions have included a review as to the quality, not just
the acceptability, of the Company's accounting principles.
The Company's independent auditors also provided to the
directors the written disclosures required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), and the directors discussed with the independent
auditors the auditors' independence from management and the Company.
The directors have also considered the compatibility of non-audit
services with the auditors' independence.
Based upon the directors' discussion with the independent
auditors and the directors' review of the report of the independent
auditors, we have included the audited consolidated financial
statements in the Company's Annual Report on Form 10-K for the year
ended September 30, 2003 filed with the Securities and Exchange
Commission.
The Board of Directors has not adopted an audit committee charter.
EXECUTIVE COMPENSATION
The following table sets forth all information concerning total
compensation earned or paid to the officers of the Company who
served in such capacities as of September 30, 2003, the end of our
last fiscal year, for services rendered to the Company during each
of the last three fiscal years.
Summary Compensation Table
Annual Compensation Long term compensation
----------------------- --------------------------
Name and Year Salary Bonus Other Awards All
Principal ($) ($) Annual Restrict- Options/ LTIP Other
Position Compen- ed Stock SARs(#) Pay- Compensa-
sation ($) ($) outs($) tion ($)
- ---------- ---- ------- ----- --------- --------- --------- ------ --------
J. 2003 311,818 81,600(1)
Guido, 2002 311,818 81,600(1)
Chairman 2001 311,818 87,600(2)
of the
Board
Sam 2003 208,000 413,864(3)
DiGiralomo, 2002 208,000 319,595(3)
President, 2001 208,000 405,433(3)
CEO
B. Theile, 2003 206,316 9,271(4)
COO, 2002 207,922 4,188(5)
Exec. VP 2001 207,922 19,273(5)
Craig
Stratton, 2003 129,039 7,800(6)
CFO, 2002 125,266 5,850(6)
Secretary, 2001 120,263
Treasurer
____________
(1) Rental income from leasing of Forked River corporate office
(2) Rental income from leasing of Newark branch location and
Forked River corporate office
(3) Royalties paid in connection with site licensing agreements
(4) Car allowance for use of personal auto ($7,800) and
commission paid for management services to GTD Logistics, Inc.
($1,471)
(5) Commission paid for management services to GTD Logistics,
Inc.
(6) Car allowance for use of personal auto
Employment Agreements
On August 24, 1999, the Company entered into Employment Agreements
with three of the Company's stockholders, and in 2001, entered into
an agreement with a fourth stockholder. The
Employment Agreements are effective for the term beginning with
inception through December 31, 2004. The following is a summary of
the terms of these agreements:
Annual
Name/Position Salary Bonus
Joseph M. Guido,
Chairman of
The Board $311,818 3% of fiscal year
increase in net profits
Sam DiGiralomo,
President/Chief
Executive Officer $208,000 3% of fiscal year
increase in net profits
Barton C. Theile,
Executive Vice President/
Chief Operating Officer $206,316 3% of fiscal year
increase in net profits
Craig D. Stratton
Secretary, Treasurer, $140,000 At the discretion of the
Chief Financial Officer Board of Directors
Under the terms of their respective employment agreements, Mr.
Guido, Mr. DiGiralomo, Mr. Theile and Mr. Stratton have agreed to
work full time. The agreements also provide for health and life
insurance benefits, participation in the Company's 401(k) plan,
disability benefits, expense reimbursements, indemnification from
civil or criminal actions arising out of the executive's employment,
financial and tax advice, tax "gross-up" provisions, severance pay
(equal to 100% of compensation for a period of five years), and
payments in the event of a change of control.
Option Grants for Fiscal 2003
No options were granted during fiscal 2003, and currently there are
no unexercised option grants as of the date of this proxy statement.
No officer, director, or other employee consequently received or was
entitled to any form of non-cash compensation under any form of plan
described or included within Regulation S-K, Section 402(b)(1), Reg.
229.402, Section (b)(1).
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Company has appointed Cowan, Gunteski & Co., P.A. as the
Companys independent accountants for the fiscal year ending
September 30, 2004. Services provided to the Company by Cowan,
Gunteski & Co., P.A. in fiscal year 2003 included the examination of
the Companys consolidated financial statements, preparation of
federal and state income taxes, and services related to filings with
the Securities and Exchanges Commission.
Audit Fees. Cowan, Gunteski & Co., P.A. billed us $78,580 in
aggregate fees for professional services in fiscal 2003 in
connection with the audit of our annual financial statements and the
reviews of the financial statements contained in our quarterly
reports on Form 10-Q.
Other Fees. Cowan, Gunteski & Co., P.A. billed us $28,658 in
aggregate fees for professional services in fiscal 2003 in
connection with tax-related services.
Representatives of Cowan, Gunteski & Co., P.A. will be present at
the annual meeting to respond to appropriate questions and to make
such statements as they may desire.
The Board of Directors Recommends a Vote For Ratification of The
Appointment of Cowan, Gunteski & Co., P.A., as The Companys
Independent Accountants For Fiscal Year 2004.
OTHER MATTERS
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 items referred to above. In the event that
any other matter is properly brought before the meeting for action
by the 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.
ADDITIONAL INFORMATION
Stockholder Proposals for the 2005 Annual Meeting. Stockholders
interested in presenting a proposal for consideration at the
Company's annual meeting of stockholders in 2005 may do so by
following the procedures prescribed in Rule 14a-8 under the
Securities Exchange Act of 1934 and the Company's by-laws. To be
eligible for inclusion, stockholder proposals must be received by
the Company's Corporate Secretary no later than March 1, 2005.
Proxy Solicitation Costs. The proxies being solicited hereby
are being solicited by the Company. The cost of soliciting proxies
in the enclosed form will be borne by the Company. Officers and
regular employees of the Company may, but without compensation other
than their regular compensation, solicit proxies by further mailing
or personal conversations, or by telephone, facsimile or electronic
means. The Company will, upon request, reimburse brokerage firms and
others for their reasonable expenses in forwarding solicitation
material to the beneficial owners of stock.
By order of the Board of Directors:
Craig D. Stratton
Corporate Secretary
PROXY FORM ALLSTATES WORLDCARGO, INC. PROXY FORM
4 Lakeside Drive South, Forked River, New Jersey, 08731
THE BOARD OF DIRECTORS SOLICITS THIS PROXY
The undersigned hereby appoint(s) SAM DIGIRALOMO and CRAIG D. STRATTON, or
either of them, as attorney, agent and proxy of the undersigned, with full
power of substitution, to vote all shares of common stock of Allstates
WorldCargo, Inc. that the undersigned would be entitled to cast if
personally present at the annual Meeting of the stockholders to be held on
September 10, 2004, or at any adjournment thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS
SPECIFIED, THE PROXY WILL BE VOTED FOR EACH OF THE BELOW LISTED PERSONS AND
PROPOSALS.
1. ELECTION OF FOUR DIRECTORS (TO SERVE UNTIL THE 2005 ANNUAL MEETING):
FOR WITHHOLD Withhold authority to vote for the individual
all nominees (except as authority to vote for all nominees(s) identified in the space provided below
marked to the contrary) nominees
( ) ( ) ________________________________________________
Director Nominees: (1) Joseph M. Guido, (2) Sam DiGiralomo, (3) Barton M.
Theile, (4) Craig D. Stratton
(Continued on reverse side)
2. Ratify the appointment of Cowan, Gunteski & Co., P.A. as FOR AGAINST ABSTAIN
the Company's independent public accountants for the 2004
fiscal year ( ) ( ) ( )
In their discretion, the Proxies are authorized to vote upon other business
as may properly come before the meeting.
Dated: _____________________
________________________________
Signature
________________________________
Signature if jointly held