SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
_______________________________________________________
ALPHA SOLARCO INC.
(Exact name of registrant as specified in its charter)
_______________________________________________________
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
________________________________________________________
2) Aggregate number of securities to which transaction
applies:
________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
_______________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________
5) Total fee paid:
_______________________________________________________
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
_______________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________
3) Filing Party:
______________________________________________________
4) Date Filed:
ALPHA SOLARCO INC.
510 East University Drive
Phoenix, Arizona 85004
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
- November 15, 1995 -
To the Shareholders of Alpha Solarco:
You are cordially invited to attend the Annual Meeting of
Shareholders of Alpha Solarco Inc. (the "Company" or "Alpha
Solarco") to be held on November 15, 1995 at 9:00 A.M. at Grace
Inn, I-10 Elliott Avenue (Exit 57), Phoenix, Arizona 85044 for the
purposes of considering and acting upon the following:
1. Election of five directors to serve until the next Annual
Meeting of Shareholders.
2. Approval of a proposal to amend the Company's Articles of
Incorporation to effect a one-for-100 reverse stock split.
3. Transaction of such other business as may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on October 13,
1995 will be entitled to vote at the meeting. All persons who find
it convenient to do so are invited to attend the meeting in person.
In any event, please sign and return the Proxy enclosed with this
Notice at your earliest convenience.
Edward C. Schmidt,
President
IT WOULD BE APPRECIATED IF YOU WOULD PROMPTLY EXECUTE AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE
MEETING, YOU MAY NEVERTHELESS VOTE IN PERSON SHOULD YOU DESIRE. IT
IS IMPORTANT THAT PROXIES BE RETURNED REGARDLESS OF THE NUMBER OF
SHARES OWNED.
October 17, 1995
IMPORTANT
A proxy statement and proxy are submitted herewith. As a
shareholder, you are urged to complete and mail the proxy promptly
whether or not you plan to attend this Annual Meeting in person.
Shareholders attending the meeting may personally vote on all
matters which are considered in which event their signed proxies
are revoked. It is important that your shares be voted. In order
to avoid the additional expense to the Company of further
solicitation, we ask your cooperation in mailing your proxy
promptly.
ALPHA SOLARCO INC.
510 East University Drive
Phoenix, Arizona 85004
PROXY STATEMENT October 17, 1995
INTRODUCTION
The Board of Directors of Alpha Solarco Inc. is soliciting
proxies, the form of which is enclosed, for the Annual Meeting of
the Shareholders to be held on November 15, 1995. Each of the
109,146,060 shares of Common Stock without par value
outstanding on October 13, 1995 is entitled to one vote on all
matters acted upon at the meeting, and only shareholders of record
on the books of the Company at the close of business on October 13,
1995 will be entitled to vote at the meeting, either in person or
by proxy. The shares represented by all properly executed proxies
which are sent to the Company will be voted as designated.
However, if a proxy is properly executed and returned to the
Company, but without designating how the shares are to be voted,
they will be voted affirmatively. Each person giving a proxy may
revoke it by giving notice to the Company in writing or in open
meeting at any time before it is voted.
The expense of soliciting proxies will be borne by the Company.
Proxies will be solicited principally by mail, but may also be
solicited by the directors, officers, and other regular employees
of the Company, who will receive no compensation therefor in
addition to their regular salaries. Brokers and others who hold
stock in trust will be asked to send proxy material to the
beneficial owners of the stock and the Company will reimburse them
for their expenses.
The Company's Annual Report to Shareholders for the fiscal year
ended May 31, 1995, including financial statements, is enclosed
separately.
ELECTION OF DIRECTORS
At the meeting, five directors are to be elected to hold office
until the next Annual Meeting of Shareholders. It is the intention
of the individuals named in the proxy to vote all proxies received
for the election of only the five nominees named below. The
Company is not presently aware of any potential candidates who may
be nominated at or prior to the meeting, and in no event will the
proxies solicited hereby be voted for more than five nominees
designated.
All of the nominees listed below, except for Dr. Shell, are
presently serving as members of the Board of Directors. While
management has no reason to believe that any of the nominees will,
prior to the date of the meeting, refuse or become unable to accept
the nominations, should any nominee so refuse or become unable to
accept, the proxies will be voted for such other person or persons
for the office of director as management may recommend. Nominees
receiving the five highest totals of votes cast in the election
will be elected as directors. Proxies in the form solicited hereby
which are returned to the Company will be voted in favor of the
five nominees specified below unless otherwise instructed by the
shareholders. Abstentions and shares not voted by brokers and
other entities holding shares on behalf of beneficial owners will
not be counted and will have no effect on the outcome of the
election.
Information with respect to each of the five nominees is as
follows (see also "Security Ownership of Certain Beneficial Owners
and Management"):
EDWARD C. SCHMIDT, President of Alpha Solarco Inc. since
January, 1988. Prior to that time, Mr. Schmidt served as the
Executive Vice President of Alpha Solarco. Mr. Schmidt is 63 years
old and has been director of the Company since 1979.
BEN D. WOLTMAN, Chairman of the Board of Alpha Solarco since
1988; sole owner of Woltman-Margol, Inc., Dallas, Texas,
manufacturers and distributors of custom picture frames, for more
than five years. Mr. Woltman is 59 years old and has been director
of the Company since 1979.
WILSON DENNEHY, President of A.R.C., Inc. (private investments)
for more than five years. Mr. Dennehy is 57 years old and has been
director of the Company since 1992.
CHARLES DENNEHY, independent equine appraiser and advisor for
more than five years. Mr. Dennehy is 63 years old and has been
director of the Company since 1992.
DR. RICHARD L. SHELL, Professor of Industrial Engineering at
the University of Cincinnati for more than five years; acknowledged
expert in, among other fields, engineering, industrial management
and productivity; served as consultant and investigator for
numerous national and local corporations. Dr. Shell is 56 years
old.
None of the directors presently serve as directors of other
corporations that either have a class of securities registered
under the Securities Exchange Act of 1934 or are subject to the
reporting requirements of that Act.
BOARD OF DIRECTORS MEETINGS, COMMITTEES AND COMPENSATION
The Board of Directors of the Company meets at least once each
year. In the fiscal year ended May 31, 1995, the Board met on 12
occasions. The Company has no standing audit, nominating, or
compensation committees. Each incumbent director during the last
fiscal year attended 75% or more of the aggregate of (i) the total
number of meetings of the Board of Directors (held during the
period for which he has been a director) and (ii) the total number
of meetings held by all committees of the Board on which he served
(during the periods that he served). Officers of the Company
receive no additional compensation for their service on the Board.
There are no standard arrangements for compensation of directors
and no compensation was paid to any director during the year ended
May 31, 1995.
PROPOSAL TO AMEND ARTICLES OF
INCORPORATION TO EFFECT 1 FOR 100 REVERSE STOCK SPLIT
The Company's Common Stock has been listed on the National
Association of Securities Dealer's Automated Quotations SmallCap
Market (the "Nasdaq System") since 1979. In 1991 the SEC approved
a rule change regarding the criteria for initial and continued
inclusion on the Nasdaq System. Pursuant to the rule change, to
continue listing on the Nasdaq System, a company must have and
maintain (i) minimum total assets of $2,000,000, (ii) minimum
shareholders' equity of $1,000,000, (iii) a minimum bid price per
share of $1.00, (iv) a minimum market value of the public float for
the Company's securities of $200,000, and (v) a minimum of two
market makers for the company's securities; provided than an issuer
is not required to maintain the $1.00 per share minimum bid price
if it maintains a market value of the public float of its
securities of $1,000,000 and shareholders' equity of at least
$2,000,000 (the "Nasdaq Listing Requirements").
The Company was recently informed by Nasdaq that the Company is
not in compliance with the Nasdaq Listing Requirements. Nasdaq has
informed the Company that if the Company's Common Stock closes at
a minimum bid price of $1.00 or greater for ten consecutive trading
days between September 19, 1995 and December 18, 1995, then the
Company will have complied with the minimum bid price requirement.
Alternatively, if the Company's capital and surplus and market
value of public float equals or exceeds $2,000,000 and $1,000,000,
respectively, for ten consecutive trading days during the same
period, then the Company will also be deemed in compliance. If the
Company does not comply with the Nasdaq Listing Requirements by the
end of this period, however, it will become subject to a formal
delisting action. The Company's Board of Directors has determined
that continued listing of the Company's Common Stock on the Nasdaq
System is in the best interests of the holders of the Common Stock.
If the Common Stock were to be disqualified for listing on the
Nasdaq System, the Common Stock would continue to be traded only in
the "pink sheets" maintained by the National Quotation Bureau, Inc.
or the Nasdaq Bulletin Board, which is generally considered to be
a less efficient market than the Nasdaq System.
The Company's shareholder's equity $1,068,000 as of August 31,
1995) is substantially less than the required $2,000,000. Because
there can no assurance that the Company will be able to secure the
necessary equity investments which would increase its shareholders'
equity to $2,000,000 or more, the Board of Directors has concluded
that it will be necessary to attempt to raise the per share trading
value of the Company's Common Stock by effecting a 1-for-100
reverse stock split ("Reverse Stock Split"), although there can be
no assurance that the Reverse Stock Split will in fact result in
the desired per share price increase. In the absence of the
Reverse Stock Split, however, the Board believes that it is very
unlikely that the Company will be able to maintain its Common Stock
on the Nasdaq System.
The Board of Directors has identified other reasons for the
Reverse Stock Split in addition to compliance with the Nasdaq
System requirements. The Board believes that the relatively low
per-share market price of the Common Stock may impair the
acceptability of the Common Stock to certain institutional
investors and other members of the investing public.
Theoretically, the number of shares outstanding should not, by
itself, affect the marketability of the stock, the type of investor
who acquires it, or the Company's reputation in the financial
community. In practice this is not necessarily the case, as
certain investors view low-priced stock as unattractive or, as a
matter of policy, are precluded from purchasing low-priced shares.
In addition, certain brokerage houses as a matter of policy, will
not extend margin credit on stock trading at low prices. On the
other hand, certain other investors may be attracted to low-price
stock because of the greater trading volatility sometimes
associated with such securities.
In order to effect the Reverse Stock Split it is necessary that
the Company's shareholders approve a proposal to amend the Articles
of Incorporation.
Certain Effects of Reverse Stock Split
The Board of Directors recognizes that reverse stock splits are
commonly believed to result in a decrease in the aggregate market
value of an issuer's common stock. The Board of Directors
believes, however, that this possible negative impact is
outweighed by what it perceives to be a greater negative impact
upon aggregate market valuation of delisting the Common Stock from
the Nasdaq System. A vote for the proposal will include
authorization of the Company's Board of Directors not to file the
amendment to effect the Reverse Stock Split in the event the Board
of Directors determines that filing the amendment would not be in
the best interests of the Company's shareholders. Factors leading
to such a determination could include, without limitation, the
Company's failure to meet other applicable requirements for
continued listing on the Nasdaq System or substantially improved
prospects for the Company's future ability to meet alternative
Nasdaq Listing Requirements without effecting the Reverse Stock
Split.
The Company is currently authorized to issue 200,000,000 shares
of Common Stock, of which 109,146,060 shares were outstanding at
the close of business on May 31, 1995. If the Reverse Stock Split
is effected, the number of authorized shares would remain the same,
but the number of shares outstanding would be decreased to
approximately 1,091,461 shares. With the exception of the number
of authorized shares, the rights and preferences of the shares of
Common Stock of the Company before and after the Reverse Stock
Split will remain the same. If the Reverse Stock Split is
effected, it is not anticipated that the financial condition of the
Company, the percentage ownership of management, the number of
shareholders of the Company, or any other aspect of the Company's
business would materially change as a result of the Reverse Stock
Split.
The result of a Reverse Stock Split effected due to the
proposed amendment would be that shareholders of the Company who
own 100 or more shares of Common Stock will receive one share of
new Common Stock for each 100 shares of Common Stock held at the
time of the Reverse Stock Split, and one additional share in lieu
of the issuance of factional shares of new Common Stock.
Shareholders of the Company who own fewer than 100 shares of Common
Stock on the date the Reverse Stock Split is effected will be
entitled to receive one share of new Common Stock in lieu of
receiving fractional shares resulting from the Reverse Stock Split.
There can be no assurance that the Reverse Stock Split will not
adversely impact the market price of the Common Stock, that the
marketability of the Common Stock will improve as a result of
approval of the Reverse Stock Split or that the approval of the
Reverse Stock Split will otherwise have any of the effects
described herein.
Federal Income Tax Consequences
The following discussion summarizing certain federal income tax
and Colorado state tax consequences is based on current law and is
included for general information only. Shareholders should consult
their own tax advisors as to the federal, state, local and foreign
tax effects of the Reverse Stock Split in light of their individual
circumstances. The receipt of new Common Stock solely in exchange
for Common Stock will not result in recognition of gain or loss to
the shareholder. The adjusted tax basis of the shareholder's new
Common Stock will be the same as the shareholder's adjusted tax
basis in exchanged Common Stock. The holding period of new Common
Stock received solely in exchange for Common Stock will include the
shareholder's holding period in the exchanged Common Stock. No
gain or loss will be recognized by the Company upon the Reverse
Stock Split.
Exchange of Certificates in the Event of a Reverse Stock Split
If the proposal is approved by the shareholders, the Company
will file an amendment to its Articles of Incorporation with the
Colorado Secretary of State. The Reverse Stock Split would become
effective on the date of that filing (the "Effective Date"). As
soon as practicable after the Effective Date, shareholders will be
notified and requested to surrender the certificates representing
their shares of Common Stock of the Company to the Company's
transfer agent, American Securities Transfer, Inc., in exchange for
certificates representing their shares of new Common Stock.
Commencing with the Effective Date, each certificate representing
shares of Common Stock will be deemed, for all corporate purposes,
to evidence ownership of shares of new Common Stock. If a
shareholder owns fewer than 100 shares of Common Stock or holds a
number of shares not evenly divisible by 100, that shareholder will
receive an additional share of new Common Stock in lieu of
receiving fractional shares of new Common Stock.
For the purpose of determining ownership of Common Stock at the
Effective Date, shares will be considered to be held by the person
in whose name those shares are registered on the stock records of
the Company, regardless of the beneficial ownership of those
shares. For example, if certain shares are registered in the name
of a husband, and certain other shares are registered in the name
of the husband and his wife, those two amounts of shares will be
treated separately and as held by two different share holders for
the purpose of determining ownership of Common Stock at the
Effective Date.
No service charge will be payable by shareholders in connection
with the exchange of certificates, all expenses of which will be
borne by the Company.
Required Shareholder Approval
The proposal of a Reverse Stock Split by amending the Articles
of Incorporation is contained in the following resolution which
will be submitted to the shareholders for adoption at the Annual
Meeting:
RESOLVED, that the Article Fourth of the Articles of
Incorporation of Alpha Solarco Inc. shall be amended to read in its
entirety as set forth below and that the Board of Directors is
hereby authorized to cause the filing of a certificate effecting
such amendment with the Colorado Secretary of State; provided,
however, that the Board of Directors may, in its sole discretion,
elect to abandon such amendment at any time prior to the filing of
such certificate if the Board deems such abandonment to be in the
best interests of the Company and its shareholders:
"FOURTH: The aggregate number of shares which the Corporation
shall have authority to issue is two hundred million (200,000,000)
shares, all of which shall be Common Stock without par value. Each
share of Common Stock of the Corporation held of record at the
close of business of the business date immediately preceding the
effective date hereof shall be changed into one-hundredth (1/100)
of one share of fully paid and nonassessable Common Stock of the
Corporation. In lieu of the issuance of any fractional shares that
would otherwise result from the reverse stock split effected by the
preceding sentence of this Article Fourth, the Corporation shall
issue to any shareholder that would otherwise receive fractional
shares one full additional share."
The proposal, to be effective, must be approved by holders of a
majority of the Company's outstanding shares of Common Stock
entitled to vote at the Annual Meeting. Abstentions and shares not
voted by brokers and other entities holding shares on behalf of
beneficial owners will have the same effect as votes cast against
the proposal. The Board of Directors has unanimously approved the
proposal and it is believed that all officers and directors of the
Company will vote their respective shares in favor of the proposal.
The enclosed proxy will be voted with respect to the proposal
in accordance with the instructions specified in the space provided
on the proxy form. If no instructions are given, proxies will be
voted FOR approval of the proposal. The Board of Directors
recommends a vote FOR proposal.
EXECUTIVE COMPENSATION
The following table is a summary of certain information
concerning the compensation awarded or paid to, or earned
by, Alpha Solarco's president. No executive officer of Alpha
Solarco earned more than $100,000 in salary and bonus in 1995.
Summary Compensation Table
Annual Compensation
Name and Principal Position Year Salary($) Bonus($) All Other Compensation($)
Edward C. Schmidt 1993 $52,000 -- $4,200(1)
1994 $52,000 -- $4,200(1)
1995 $88,667 -- $5,200(1)
________________
(1) Consisted of car allowance.
For the three year period, no long term compensation awards
(stock options, stock grants, stock appreciation rights, cash or
otherwise) were issued or granted by the Company, nor was any other
form of annual compensation paid by the Company to the named
executive officer. Corresponding columns in the above table have
consequently been omitted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Certain Beneficial Owners
Under Rule 13(d) of the Securities Exchange Act of 1934, a
beneficial owner of a security is defined to include any person who
directly or indirectly has or shares voting power over such
security. Such beneficial owner under this definition need not
enjoy the economic benefit of such securities. The following are
the only shareholders deemed to be beneficial owners of 5% or more
of the Common Stock of the Company as of May 31, 1995.
Title of Class Name and Address of Amount and Nature Percentage of
Beneficial Owner of Ownership Class
________________________________________________________________________
Common Stock Estate of 7,726,550 shs. 7.08%(2)
without Miroslav Uroshevich owned of record
par value 2505 Fleetwood Ave. and beneficially(1)
Cincinnati, OH 45211
Common Stock Mrs. Ingrid Uroshevich 7,726,550 shs. 7.08%(2)
without 2505 Fleetwood Avenue owned of record
par value Cincinnati, OH 45211 and beneficially(1)
Common Stock Wilson Dennehy 25,173,281 shs. 23.06%(2)
without 5753 Southmoore Lane owned of record
par value Englewood, CO 80111 and beneficially(3)
Common Stock Charles Dennehy 18,953,866 shs. 17.37%(2)
without 51 Alden owned of record
par value Lake Forest, IL 60045 and beneficially(4)
__________
(1) Includes 5,525,228 shares held of record by the Estate of Mr.
Uroshevich and 1,761,322 shares held of record by his widow and the
Administratrix of the Estate, Mrs. Ingrid Uroshevich, and 40,000
shares held of record by Mrs. Uroshevich as custodian for their
children. Also includes 40,000 shares which the Estate of Mr.
Uroshevich has the right to acquire through the exercise of
currently exercisable stock options, which options the Estate has
not exercised. In addition, during his lifetime Mr. Uroshevich
granted a warrant to purchase 300,000 of the shares of common stock
held by him and options to purchase a total of 822,223 shares of
common stock held by him.
(2) This percentage assumes the exercise of currently exercisable
stock options, which options have not in fact been exercised.
(3) Consists of 6,153,119 shares owned of record by Mr. Wilson
Dennehy and wife and 19,020,162 shares issuable upon the exercise
of currently exercisable, but unexercised warrants held by both.
(4) Consists of 378,571 shares owned of record by Mr. Charles
Dennehy and wife and 18,575,295 shares issuable upon the exercise
of currently exercisable, but unexercised warrants by both.
Management
Information with respect to each director and executive officer
of Alpha Solarco and all directors and executive officers as a
group, is as follows:
Title of Class Name of Amount and Nature Percentage
Beneficial Owner of Ownership of Class
__________________________________________________________________________
Common Stock Edward C. Schmidt, 2,038,418 shs. 1.87%(3)
without par value President/Director owned of record
and beneficially(1)
Common Stock Ben D. Woltman, 1,697,540 shs. 1.56%(3)
without par value Director owned of record
and beneficially(2)
Common Stock Wilson Dennehy, 25,173,281 shs. 23.06%(3)
without par value Director owned of record
and beneficially(4)
Common Stock Charles Dennehy, 18,953,866 shs. 17.37%(3)
without par value Director owned of record
and beneficially(5)
Common Stock Frederick E. Searing, -- --
without par value Controller
Common Stock All directors and 47,863,105 shs.(6) 43.85%(3)
without par value executive officers
as a group (5 persons)
__________________
(1) Includes currently exercisable options to purchase 150,000
shares of Alpha Solarco Common Stock, which options have not in
fact been exercised, 30,000 shares which he owns outright, and
1,858,418 shares pledged to Alpha Solarco by State Machine for
which shares he holds a proxy to vote.
(2) Includes currently exercisable options and warrants to
purchase 475,790 shares of Alpha Solarco Common Stock, which
options have not in fact been exercised, and 40,000 shares issuable
upon the conversion of convertible debentures which have not in
fact been converted.
(3) These percentage amounts assume the exercise of currently
exercisable stock options, which options have not in fact been
exercised.
(4) Consists of 6,153,119 shares owned of record by Mr. Wilson
Dennehy and his wife and 19,020,162 shares issuable upon the
exercise of currently exercisable, but unexercised warrants held by
both.
(5) Consists of 378,571 shares owned of record by Mr. Charles
Dennehy and 18,575,295 shares issuable upon the exercise of
currently exercisable, but unexercised warrants.
(6) Includes currently exercisable options, warrants and/or
convertible debentures to purchase 38,221,247 shares of Alpha
Solarco Common Stock, which options, warrants and/or debentures
have not in fact been exercised and/or converted and 1,858,418
shares pledged to Alpha Solarco which may be voted by Edward C.
Schmidt as proxy for State Machine.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Between December, 1986 and May, 1993 Mr. Gerald H. Phipps, a
director of Alpha Solarco, now deceased, loaned Alpha Solarco sums
of money pursuant to several promissory notes with varying rates of
interest. In November, 1994, the Company converted the entire
Phipps' indebtedness in the amount of $845,268, including principal
and interest, into equity of the Company by issuing 2,852,534
shares of common stock each, totalling 8,557,602, to Sandra
Dennehy, Karen Sass, and Marta Talman, the daughters of Mr. Phipps.
In May, 1995, the Company borrowed from Karen Sass and Marta
Talman, children of Mr. Gerald H. Phipps, the principal sums of
$1,000.00 each, payable pursuant to the terms of two promissory
notes which are repayable with interest at 9% per annum, payable on
demand but such demand can not be made sooner than August 31, 1996.
In May, 1995, Charles Dennehy's wife, Daphne Dennehy, loaned
$60,000.00 to the Company, which by the terms of the promissory
note was repayable with interest at 9% per annum, payable on demand
but such demand can not be made sooner than August 31, 1996. In
May, 1995, Wilson Dennehy's wife, Sandra Dennehy, loaned $60,000.00
to the Company, which by the terms of the promissory note was
repayable with interest at 9% per annum, payable on demand but such
demand cannot be made sooner than August 31, 1996. Further, in
order to induce Karen Sass, Marta Talman and Sandra Dennehy to
enter into these loans, the Company entered into several stock put
and call agreements, which provided that the Company repurchase
shares of common stock of the Company owned by these individuals
upon demand of these individuals over a period of two years for a
purchase price ranging from $.1155 to $.1270 per share. During the
years ended May 31, 1995 and 1994 a total of $12,650 and $3,842
interest accrued on all notes payable to directors of Alpha
Solarco, respectively.
The transactions described above were entered into primarily
because of the relationships of the parties to such transactions.
In the absence of such relationships Alpha Solarco believes that
certain or all of such transactions may not have been effected, or
may not have been effected on the same terms. The terms of such
transactions may not be comparable to the terms which would have
prevailed had such transactions occurred between unrelated third
parties.
AUDITORS
The accounting form of Spaeth and Batterberry is presently
serving as the Company's and Solectric's independent auditors.
Spaeth and Batterberry also served as the Company's and Solectric's
independent auditors during the fiscal year ended May 31, 1995 and
has acted as auditors for the Company and Solectric since 1988.
Representatives of Spaeth and Batterberry are expected to be
present at the Annual Meeting. They will have an opportunity to
make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.
1996 ANNUAL MEETING
In order for any shareholder proposals for the 1996 Annual
Meeting of Shareholders to be eligible for inclusion at the
meeting, they must be received by the Company at 510 University
Drive, Phoenix, AZ 85004 prior to June 19, 1996.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters
which may come before the Annual Meeting. However, if any matters
other than those set forth in the notice should be properly
presented for action, including any adjournment of the Annual
Meeting, such matters will be handled in accordance with applicable
legal requirements.
PROXY
ALPHA SOLARCO INC.
1600 Broadway
Denver, Colorado 80202
(Registered Office)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints EDWARD C. SCHMIDT and FREDERICK E.
SEARING, and each of them, with full power of substitution, as
proxies to vote, as designated below, for and in the name of the
undersigned all shares of stock of ALPHA SOLARCO INC. which the
undersigned is entitled to vote at the Annual Meeting of
Shareholders of said Company scheduled to be held on November 15,
1995 at 9:00 a.m. at the Grace Inn, I-10 Elliott Avenue (Exit 157),
Phoenix, Arizona 85044 or at any adjournment or recess thereof.
Please mark X in the appropriate box. The Board of Directors
recommends a vote FOR all matters.
1. ELECTION OF DIRECTORS
___ FOR all nominees listed below. ____ WITHHOLD AUTHORITY
(except as marked to the contrary below)
EDWARD C. SCHMIDT, BEN D. WOLTMAN, WILSON DENNEHY, CHARLES DENNEHY
DR. RICHARD L. SHELL
INSTRUCTION: To withhold authority to vote for any individual
nominee, write the nominee's name on the space provided below
________________________________________________________________
2. Approval of a proposal to amend the Company's Articles of
Incorporation to effect a one for one hundred reverse stock split.
____ For ____ Abstain ____ Against
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, this Proxy will be voted FOR all proposals. This proxy was
prepared by the issuer at the direction of the Board of Directors.
ALL FORMER PROXIES ARE HEREBY REVOKED. NUMBER OF SHARES
_____________
Dated:____________________, 1995
___________________________________
(Signature of Shareholder)
___________________________________
(Signature of Shareholder)
(Please sign exactly as your name appears opposite. All joint
owners should sign. When signing in a fiduciary capacity or as a
corporate officer, please give your full title as such).