SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14(A) 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
[X] Definitive Proxy Statement the Commission Only (as
[ ] Definitive Additional Materials permitted by Rule 14a-6(c)(2)
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ENVIRO-CLEAN OF AMERICA, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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Enviro-Clean of America, Inc.
1023 Morales Street
San Antonio , Texas 78207
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held August 31, 2001
August 10, 2001
To Our Stockholders:
You are cordially invited to attend the Special Meeting of Stockholders
of Enviro-Clean of America, Inc. The meeting will be held on Friday, August 31,
2001, at 10:30 a.m. at 300 Convent, 15th Floor, San Antonio, Texas 78205. Only
shareholders of record at the close of business on August 14th, 2001 are
entitled to notice of and to vote at the meeting.
At the meeting, stockholders are being asked:
. To consider and act upon a proposal to amend the Company's Articles
of Incorporation to change the name of the Company to Titanium
Holdings Group, Inc.
. To transact any other business which may properly come before the
meeting or any adjournment thereof.
It is very important that your shares are represented and voted at the
meeting. Accordingly, please sign, date and return the enclosed proxy card. If
you attend the meeting, you may vote in person even if you have previously
mailed a proxy card. We would appreciate your informing us on the proxy card if
you expect to attend the meeting so that we can provide adequate seating.
The continuing interest of our stockholders in the business of Enviro-
Clean of America, Inc. is appreciated and we hope that many of you will be able
to attend the Special Meeting.
By order of the Board of Directors
/s/ Randall K. Davis
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Randall K. Davis
Chief Executive Officer
SPECIAL MEETING OF SHAREHOLDERS
NOTICE OF SPECIAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING................................ 1
Why Am I Receiving These Materials?.................................................................. 1
What Information Is Contained In These Materials?.................................................... 1
What Proposals Will Be Voted On At The Annual Meeting?............................................... 1
Which Shares That I Own Can Be Voted At The Annual Meeting?.......................................... 1
What Is The Difference Between Holding Shares As A Shareholder Of Record And As A Beneficial Owner?.. 1
If My Shares Are Held In "Street Name" By My Broker, Will My Broker Vote My Shares For Me?........... 2
How Can I Vote My Shares In Person At The Annual Meeting?............................................ 2
How Can I Vote My Shares Without Attending The Annual Meeting?....................................... 2
Can I Revoke My Proxy?............................................................................... 2
What If I Return My Proxy Card Without Specifying My Voting Choices?................................. 2
What Does It Mean If I Receive More Than One Proxy Or Voting Instruction Card?....................... 2
What Constitutes A Quorum?........................................................................... 3
What Are Enviro-Clean's Voting Recommendations?...................................................... 3
Where Can I Find The Voting Results Of The Annual Meeting............................................ 3
GENERAL INFORMATION................................................................................... 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........................................ 4
PROPOSAL 1 CHANGE IN CORPORATE NAME................................................................... 7
GENERAL............................................................................................... 7
</TABLE>
i
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE SPECIAL MEETING
Q: WHY AM I RECEIVING THESE MATERIALS?
A: Enviro-Clean's Board of Directors (the "Board") is providing these proxy
materials for you in connection with Enviro-Clean's Special Meeting of
shareholders, which will take place on August 31, 2001. The Board is
soliciting proxies to be used at the Special Meeting. You are also invited
to attend the Special Meeting and are requested to vote on the proposals
described in this proxy statement.
Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?
A: The information included in this proxy statement relates to the proposals to
be voted on at the Special Meeting, the voting process, and certain other
required information. A Proxy Card and return envelope are also enclosed.
Q: WHAT PROPOSALS WILL BE VOTED ON AT THE SPECIAL MEETING?
A: There is only one proposal scheduled to be voted on at the Special Meeting:
the proposal to amend the Company's Articles of Incorporation to change the
name of the Company from Enviro-Clean of America, Inc. to Titanium Holdings
Group, Inc.
Q: WHICH SHARES THAT I OWN CAN BE VOTED AT THE SPECIAL MEETING?
A: All shares owned by you as of the close of business on August 14, 2001 (the
"Record Date") may be voted by you. These shares include shares that are:
(1) held directly in your name as the shareholder of record, and (2) held
for you as the beneficial owner through a stockbroker, bank or other
nominee. Each of your shares is entitled to one vote at the Special Meeting.
Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND
AS A BENEFICIAL OWNER?
A: Some shareholders of Enviro-Clean hold their shares through a stockbroker,
bank or other nominee rather than directly in their own name. As summarized
below, there are some distinctions between shares held of record and those
owned beneficially.
SHAREHOLDER OF RECORD: If your shares are registered directly in your name
with Enviro-Clean's transfer agent, Interwest Transfer, you are considered,
with respect to those shares, the shareholder of record, and these proxy
materials are being sent directly to you by Enviro-Clean. As the
shareholder of record, you have the right to grant your voting proxy
directly to Enviro-Clean or to vote in person at the Special Meeting.
Enviro-Clean has enclosed a proxy card for you to use.
BENEFICIAL OWNER: If your shares are held in a stock brokerage account or
by a bank or other nominee, you are considered the beneficial owner of
shares held in street name, and these proxy materials are being forwarded
to you by your broker or nominee who is considered, with respect to those
shares, the shareholder of record. As the
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beneficial owner, you have the right to direct your broker on how to vote
and are also invited to attend the Special Meeting. However, since you are
not the shareholder of record, you may not vote these shares in person at
the Special Meeting. Your broker or nominee has enclosed a voting
instruction card for you to use in directing the broker or nominee regarding
how to vote your shares.
Q: IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY
SHARES FOR ME?
A: Your broker will vote your shares only if you instruct your broker how to
vote. Your broker will send you directions on how you can instruct your
broker to vote. Your broker cannot vote your shares without instructions
from you.
Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE SPECIAL MEETING?
A: Shares held directly in your name as the shareholder of record may be voted
in person at the Special Meeting. If you choose to do so, please bring the
enclosed proxy card or proof of identification. Even if you plan to attend
the Special Meeting, Enviro-Clean recommends that you also submit your
proxy as described below so that your vote will be counted if you later
decide not to attend the Special Meeting. You may request that your
previously submitted proxy card not be used if you desire to vote in person
when you attend the meeting. Shares held in "street name" may be voted in
person by you only if you obtain a signed proxy from the record holder
giving you the right to vote the shares. YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE URGED TO SIGN AND RETURN THE ACCOMPANYING PROXY CARD
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE SPECIAL MEETING?
A: Whether you hold shares directly as the shareholder of record or
beneficially in "street name", when you return your proxy card, properly
signed, the shares represented will be voted in accordance with your
directions. You can specify your choices by marking the appropriate boxes
on the enclosed proxy card.
Q: CAN I REVOKE MY PROXY?
A: You may revoke your proxy at any time before it is voted by giving written
notice to the secretary of Enviro-Clean prior to the convening of the
meeting.
Q: WHAT IF I RETURN MY PROXY CARD WITHOUT SPECIFYING MY VOTING CHOICES?
A: If your proxy card is signed and returned without specifying choices, the
shares will be voted as recommended by the Board.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION
CARD?
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A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions for all proxy and voting
instruction cards you receive.
Q: WHAT CONSTITUTES A QUORUM?
A: The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Enviro-Clean's Common Stock is necessary to
constitute a quorum at the meeting. Only votes cast "for" a matter
constitute affirmative votes. Votes "withheld" or abstaining from voting
are counted for quorum purposes, but since they are not cast "for" a
particular matter, they will have the same effect as negative votes or vote
"against" a particular matter.
Q: WHAT ARE ENVIRO-CLEAN'S VOTING RECOMMENDATIONS?'
A: The Board recommends that you vote your shares "FOR" the amendment to the
Articles of Incorporation, which would change the name of the Company to
Titanium Holdings Group, Inc.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE SPECIAL MEETING?
A: Enviro-Clean will announce preliminary voting results at the Special Meeting
and publish final results in Enviro-Clean's quarterly report on Form 10-QSB
for the third quarter of 2001, which will be filed with the SEC by November
14, 2001.
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ENVIRO-CLEAN OF AMERICA, INC.
PROXY STATEMENT FOR THE
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 31, 2001
GENERAL INFORMATION
This Proxy Statement and the accompanying proxy card is furnished in
connection with the solicitation by the Board of Directors of Enviro-Clean of
America, Inc. (the "Board") of proxies for use at the Special Meeting of
Shareholders (the "Meeting") to be held on August 31, 2001, or at any
adjournment thereof, as set forth in the accompanying Notice of Special Meeting
of Shareholders. Proxies are solicited to give all shareholders of record at the
close of business on August 14, 2001, an opportunity to vote on matters that
come before the Meeting. Shares can be voted only if the shareholder is present
in person or is represented by proxy.
When your proxy card is returned properly signed, the shares represented
will be voted in accordance with your directions. You can specify your choices
by marking the appropriate boxes on the enclosed proxy card. If your proxy card
is signed and returned without specifying choices, the shares will be voted as
recommended by the Board. You may revoke your proxy at any time before it is
exercised by so notifying the Secretary of Enviro-Clean in writing or in person.
Any properly executed proxy that is not timely revoked in accordance with the
instructions below, will be voted at the Meeting. This Proxy Statement and the
accompanying proxy card are being sent to the shareholders of Enviro-Clean on or
about August 14, 2001.
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Enviro-Clean's Common Stock is necessary to constitute a
quorum at the Meeting. Only votes cast "for" a matter constitute affirmative
votes. Votes "withheld" or abstaining from voting are counted for quorum
purposes, but since they are not cast "for" a particular matter, they will have
the same effect as negative votes or votes "against" a particular matter. The
votes required with respect to the Item set forth in the accompanying Notice of
Special Meeting of Shareholders is set forth in the discussion of that Item in
this Proxy Statement. In deciding all questions, a holder of Common Stock is
entitled to one vote, in person or by proxy, for each share held in his name on
the record date. Proxies in the form enclosed will be voted at the Meeting, if
properly signed, returned to Enviro-Clean prior to the Meeting and not revoked.
A proxy may be revoked at any time before it is voted by giving written notice
to the Secretary of Enviro-Clean prior to the convening of the Meeting, or by
presenting another proxy card with a later date. If you attend the Meeting and
desire to vote in person, you may request that your previously submitted proxy
card not be used. Your vote is important. Accordingly, you are urged to
complete, date, sign, and return the accompanying proxy card whether or not you
plan to attend the Meeting.
On August 14, 2001, the record date for determination of shareholders entitled
to notice of and to vote at the Meeting, there were 5,580,710 shares of Common
Stock issued and outstanding and entitled to vote at the Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information concerning the beneficial ownership
of the outstanding Enviro-Clean Common Stock as of July 26,
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2001, for (1) each director serving on the Board as of July 26, 2001; (2) each
of the Named Executive Officers, as defined in Regulation S-B, Item 402, who is
not listed as a director; (3) the directors and executive officers as a group;
and (4) each person known to Enviro-Clean to own beneficially more than 5% of
the outstanding Enviro-Clean Common Stock. Except as otherwise noted, each
shareholder has sole voting and investment power with respect to the shares
beneficially owned.
NAME AND ADDRESS OF AMOUNT AND NATURE % OF
BENEFICIAL OWNER OF BENEFICIAL OWNER CLASS
---------------------- ------------------- ------
5% Holders only:
Richard Kandel/1/ 1,350,400/2/ 23.98%
c/o Kandel & Son, Inc.
211 Park Avenue
Hicksville, NY 11801
Directors and Officers:
Steven Etra 971,512/3/ 16.06%
c/o Manufacturers Corrugated Box
Co., Inc.
5830 57th Street
Maspeth, NY 11378
Kenneth Etra 467,241/4/ 8.26%
#10 Brook Lane
Brookville, NY 11545
Randall K. Davis 218,500/5/ 3.81%
c/o Enviro-Clean of America, Inc.
1023 Morales Street
San Antonio, TX 78207
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/1/ Mr. Kandel served as Enviro-Clean's Chairman of the Board and Chief
Executive Officer until his effective resignation of such positions on
July 6, 2001.
/2/ Includes 24,000 shares of Common Stock issuable upon exercise of warrants
held by Kara Kandel, daughter of Richard Kandel and 26,400 shares of Common
Stock issuable upon exercise of warrants held by Ross Kandel, son of
Richard Kandel.
/3/ Includes 114,254 shares of Common Stock held directly by Mr. Etra; 70,000
shares of Common Stock issuable pursuant to conversion rights of Series E
Stock; 275,000 shares of Common Stock issuable upon exercise of options
granted to Mr. Etra; 55,200 shares of Common Stock, and 11,200 shares of
Common Stock issuable upon exercise of warrants held by Lances Property
Development Pension Plan, a company 50% owned by Mr. Etra; 82,833 shares of
Common Stock, and 15,400 shares of Common Stock issuable upon exercise of
warrants held by Blair Etra, wife of Mr. Etra; 65,250 shares of Common
Stock, and 24,700 shares of Common Stock issuable upon exercise of warrants
held by Irving Etra Family Trust, in which Mr. Etra is a beneficiary;
167,300 shares of Common Stock, 12,250 shares of Common Stock issuable upon
exercise of warrants, and 25,000 shares of Common Stock issuable upon
exercise of options held by SRK Associates, LLP, a partnership whose
investment decisions are made by Mr. Etra; 18,750 shares of Common Stock,
and 9,375 shares of Common Stock issuable upon exercise of warrants held by
Gemini Capital Corporation, a company in which Mr. Etra is a minority
shareholder and director. Mr. Etra disclaims beneficial ownership of the
Gemini Capital Corporation, SRK Associates, LLP, Irving Etra Family Trust,
Lances Property Development Pension Plan, and Blair Etra securities, except
to the extent of his pecuniary interest therein.
/4/ Includes 70,250 shares of Common Stock and 5,625 shares of Common Stock
issuable upon exercise of warrants held directly by Mr. Etra; 79,816 shares
of Common Stock and 14,250 shares of Common Stock issuable upon exercise of
warrants held by Mollick, Etra, Etra Profit Sharing Plan, of which Mr. Etra
is a beneficiary; 167,300 shares of Common Stock, 25,000 shares of Common
Stock issuable upon exercise of options and 12,250 shares of Common Stock
issuable upon exercise of warrants, held by SRK Associates, LLC, a
partnership in which Mr. Etra is a partner, and 75,250 shares of Common
Stock and 17,500 shares of Common Stock issuable upon the exercise of
warrants, held by Bernard Etra Family Trust, in which Mr. Etra is a
beneficiary. Mr. Etra disclaims beneficial ownership of the Mollick, Etra,
Etra Profit Sharing Plan, SRK Associates, Inc., and Bernard Etra Family
Trust, except to the extent of his pecuniary interest.
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NAME AND ADDRESS OF AMOUNT AND NATURE % OF
BENEFICIAL OWNER OF BENEFICIAL OWNER CLASS
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Directors and Officers: (cont'd)
Gary C. Granoff 181,083/6/ 3.17%
c/o Ameritrans Capital Corp.
747 Third Avenue, Suite 4C
New York, NY 10017
Melvin Schreiber 41,808/7/ .75%
3000 Marcus Avenue
Suite IW5
Lake Success, NY 10042
Aladar Deutsch 7,000 .13%
1800 Country Club Drive, #2
Laredo, TX 78045
All officers and directors 1,887,144 29.5%
as a group
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/5/ Includes 68,500 shares of Common Stock held by Colnic Investment
Partnership, which is controlled by Randall K. Davis and 150,000 shares of
Common Stock issuable upon exercise of options granted to Mr. Davis.
/6/ Includes 10,250 shares of Common Stock held directly by Mr. Granoff; 5,000
shares of Common Stock issuable upon exercise of warrants held by Mr.
Granoff and 82,500 shares of Common Stock issuable upon exercise of options
granted to Mr. Granoff; 14,750 shares of Common Stock and 9,125 shares of
Common Stock to be issued upon exercise of warrants held by Leslie Granoff,
wife of Gary C. Granoff; 8,333 shares of Common Stock and 6,000 shares of
Common Stock issuable upon exercise of warrants held by Dapary Management
Corp., a company controlled by Mr. Granoff; 18,750 shares of Common Stock,
and 9,375 shares of Common Stock issuable upon exercise of warrants held by
Gemini Capital, a company in which Mr. Granoff is a minority shareholder and
director; and 5,000 shares of Common Stock and 12,000 shares of Common Stock
issuable upon exercise of warrants held by JR Realty Corporation, a company
in which Mr. Granoff is an officer and Mr. Granoff's wife is a shareholder.
Mr. Granoff disclaims beneficial ownership of the JR Realty Corporation
securities and this disclosure shall not be deemed an admission that Mr.
Granoff is the beneficial owner of such securities. Mr. Granoff disclaims
beneficial ownership of the Gemini Capital Corporation, Dapary Management
Corp., and Leslie Granoff securities, except to the extent of his pecuniary
interest therein.
/7/ Includes 30,408 shares of Common Stock and 3,900 shares of Common Stock
issuable upon exercise of warrants held by Anlyn Assoc. Inc. Retirement Fund
and 7,500 shares of Common Stock issuable upon exercise of options granted
to Mr. Schreiber.
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PROPOSAL 1: CHANGE IN CORPORATE NAME
On December 20, 2000, the Board unanimously agreed to discontinue the
acquisition and consolidation of janitorial supply companies as a result of
changes in the marketplace. Given that Enviro-Clean is no longer pursuing this
strategy and has minimized its affiliation with the janitorial distribution
industry by disposing of all but one of their operating janitorial supply
distribution subsidiaries, the Board has determined that it is the best
interests of the Enviro-Clean and its shareholders to change its corporate name.
The Board has approved a change in the corporate name to Titanium Holdings
Group, Inc., which the Board believes will more accurately reflect a diversified
and flexible business strategy. The name change will be effected through an
amendment to the Company's Articles of Incorporation. If the amendment is
approved, Article I of the Articles of Incorporation will be amended to read as
follows:
"ARTICLE 1 - NAME: The exact name of the Corporation is: Titanium Holdings
Group, Inc."
VOTE AND RECOMMENDATION
The affirmative vote of a majority of shares of Common Stock outstanding as
of the record date is necessary to change the name of the Company and amend the
Articles of Incorporation. Abstentions and "broker non-votes" on Proposal 1 will
have the same effect as negative votes since the affirmative vote of a majority
of the outstanding shares of Common Stock is required to approve Proposal 1.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE CORPORATE NAME CHANGE.
GENERAL
Neither management nor the Board knows of any matter to be acted upon at
the meeting other than the matters described above. If any other matter properly
comes before the Meeting, however, the proxy holders will vote thereon in
accordance with their best judgment.
The cost of soliciting proxies will be borne by Enviro-Clean. Following
the original mailing of the proxy soliciting material, regular employees of
Enviro-Clean may solicit proxies by mail, telephone, telegraph and personal
interview. Proxy cards and materials will also be distributed to beneficial
owners of stock, through brokers, custodians, nominees and other like parties,
and Enviro-Clean expects to reimburse such parties for their charges and
expenses connected therewith.
/s/ Randall K. Davis
---------------------
Randall K. Davis
Chief Executive Officer
7
ENVIRO-CLEAN OF AMERICA, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR A SPECIAL MEETING OF STOCKHOLDERS ON AUGUST 31, 2001
The undersigned hereby appoints Randall K. Davis and Charles Davis, and
each of them, proxies, with the powers the undersigned would possess if
personally present, and with full power of substitution, to vote at the Special
Meeting and at any adjournment thereof, all shares of Common Stock of Enviro-
Clean of America, Inc. held of record by the undersigned on the record date,
upon all subjects that may properly come before the meeting, including the
matters described in the proxy statement furnished herewith, subject to any
directions indicated on this proxy ballot. If no directions are given and the
signed proxy ballot is returned, the proxies will vote FOR Proposal 1, and, at
their discretion, on any other matter that may properly come before the meeting
or any adjournment thereof.
MARK THE BOX AT THE RIGHT IF YOU PLAN TO ATTEND THE MEETING. [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING ITEM, AS MORE FULLY
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT:
1. To Amend the Company's Articles of Incorporation to change its name from
Enviro-Clean of America, Inc. to Titanium Holdings Group, Inc.
FOR: [ ] AGAINST: [ ] ABSTAIN: [ ]
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment(s)
thereof.
The undersigned acknowledges receipt of the formal notice of such meeting and
the accompanying Proxy Statement.
Please sign exactly as name appears on the certificate. When shares are held by
joint tenants, both should sign. 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. When signing as attorney,
executor, administrator, trustee, guardian, officer or partner, please give full
title as such.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
BALLOT PROMPTLY USING THE ENCLOSED ENVELOPE.
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SIGNATURE(S)
DATE:
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