-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QEuVk3djFXiXpF6N667OXGVFJNDIrix0IPJtnQA7RQf5C3v28EErRpd2mo4e9OFl 508/UpEig47z5sqkU6vhqA== 0000912282-03-000276.txt : 20030612 0000912282-03-000276.hdr.sgml : 20030612 20030611215030 ACCESSION NUMBER: 0000912282-03-000276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030605 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IQ POWER TECHNOLOGY INC CENTRAL INDEX KEY: 0001072667 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26165 FILM NUMBER: 03741382 BUSINESS ADDRESS: STREET 1: SUITE 708-A STREET 2: 11 WEST HASTINGS STREET, V6E 2J3 CITY: VANCOUVER, BC BUSINESS PHONE: 6046693132 MAIL ADDRESS: STREET 1: SUITE 708-A, 111 WEST HASTINGS STREET STREET 2: VANCOUVER, BC V6E 2J3 8-K 1 iqpower8k_060503.txt PROXY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2003 ------------ IQ POWER TECHNOLOGY INC. (Exact name of registrant as specified in its charter) Canada 000-26165 Not Applicable - ------------------------ ------------------------- ------------------------ (Jurisdiction of (Commission file number) (I.R.S. Employer incorporation) Identification No.) Erlenhof Park Inselkammer Strasse 4 D-82008 Unterhaching, Germany ------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: 49 89 614 483 10 Not Applicable ------------------------------------------------------------------------- (Former name or address, if changed since last report) Item 5. Other Events On or about June 5, 2003, the Registrant mailed a notice of annual meeting and related materials, including the Registrant's annual report, to its shareholders regarding the Registrant's annual meeting to be held at the Board Room at 708-A - - 1111 West Hastings Street, Vancouver, British Columbia, Canada, on Monday, June 30, 2003, at 4:00 p.m. (Pacific time), for the following purposes: (1) To set the number of directors for the Corporation for the ensuing year; (2) To elect six (6) directors for the Corporation (nominees: Hans Ambos, Peter Braun, Gunther Bauer, Russell French, Rudolf Heinz, and Gregory Sasges); (3) To re-appoint Deloitte & Touche LLP, as independent auditor for the year ending December 31, 2003 at a remuneration to be fixed by the directors; (4) To consider and, if thought fit, to pass a Special Resolution that the Articles of the Corporation be amended to change the name of the Corporation if determined by the directors to be in the best interests of the Corporation; (5) To consider, and if thought fit, to pass a Special Resolution that the Articles of the Corporation be amended to provide for the establishment of a registered office of the Corporation in such province or territory of Canada as the board of directors of the Corporation may determine; (6) To consider and, if thought fit, to approve all matters relating to stock options and the Stock Option Plan of the company; (7) To consider and, if thought fit, to approve the board of directors remuneration proposals; (8) To ratify and confirm all acts, deeds and things done and proceedings taken by the directors and officers of the Corporation on its behalf since the last annual general meeting; and (9) To transact such other business as may be properly transacted at the Meeting or at any adjournment thereof. Item 7. Exhibits 20.1 Notice of Annual Meeting of Shareholders and Management Proxy Circular 20.2 Form of Proxy SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned. IQ POWER TECHNOLOGY INC. June 6, 2003 /s/ Gregory Sasges (Date) ---------------------------------------- Gregory Sasges, Corporate Secretary IQ POWER TECHNOLOGY INC. Form 8-K Exhibit Index 20.1 Notice of Annual Meeting of Shareholders and Management Proxy Circular 20.2 Form of Proxy EX-20.1 3 ex20_1.txt NOTICE OF ANNUAL MEETING/PROXY CIRCULAR Exhibit 20.1 IQ POWER TECHNOLOGY INC. NOTICE OF MEETING AND MANAGEMENT PROXY CIRCULAR FOR THE ANNUAL MEETING OF THE SHAREHOLDERS OF IQ POWER TECHNOLOGY INC. SCHEDULED FOR JUNE 30, 2003 IQ POWER TECHNOLOGY INC. NOTICE OF 2003 ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the 2003 annual general meeting (the "Meeting") of members of iQ Power Technology Inc. (the "Corporation") will be held in the Boardroom at 1111 West Hastings Street, Suite 708-A, Vancouver, British Columbia, Canada, on June 30, 2003, at the hour of 4:00 p.m. (Pacific Time) for general purpose of receiving and considering the report of the directors, the audited financial statements of the Corporation for the period ended December 31, 2002, and the report of the auditor thereon, as well as the following specific purposes: (1) To set the number of directors for the Corporation for the ensuing year; (2) To elect directors for the Corporation for the ensuing year; (3) To re-appoint an auditor for the ensuing year at a remuneration to be fixed by the directors; (4) To consider and, if thought fit, to pass a Special Resolution that the Articles of the Corporation be amended to change the name of the Corporation if determined by the directors to be in the best interests of the Corporation when and as provided in the accompanying Management Proxy Circular; (5) To consider, and if thought fit, to pass a Special Resolution that the Articles of the Corporation be amended to provide for the establishment of a registered office of the Corporation in such province or territory of Canada as the board of directors of the Corporation may determine; (6) To consider and, if thought fit, to approve all matters relating to stock options and the Stock Option Plan of the Corporation as more particularly described in the accompanying Management Proxy Circular; (7) To consider and, if thought fit, to approve the board of directors remuneration proposals described in the accompanying Management Proxy Circular; (8) To ratify and confirm all acts, deeds and things done and proceedings taken by the directors and officers of the Corporation on its behalf since the last annual general meeting; and (9) To transact such other business as may be properly transacted at the Meeting or at any adjournment thereof. Members who are unable to attend the Meeting in person are requested to read the notes accompanying the instrument of proxy and complete and return the proxy to the Corporation's transfer agent, Computershare Trust Company of Canada, Fourth Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, Facsimile No.: (604) 683-3694, or the Corporation, not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting. DATED at the City of Vancouver, in the Province of British Columbia, Canada, as of the 5th day of June, 2003. By Order Of The Board Of Directors /s/ Gregory A. Sasges -------------------------------------------- GREGORY A. SASGES, Secretary IQ POWER TECHNOLOGY INC. MANAGEMENT PROXY CIRCULAR as at and dated May 31, 2003 Solicitation of Proxies ----------------------- This management proxy circular is furnished in connection with the solicitation of proxies by management of iQ Power Technology Inc. (hereinafter variously referred to as "we," "us," "our, and "the Corporation") for use at the 2003 annual general meeting (the "Meeting") of shareholders of the Corporation to be held on June 30, 2003, at the time and place and for the purposes set forth in the Notice of Meeting. The cost of this solicitation will be borne by the Corporation. Appointment and Revocation of Proxies ------------------------------------- The persons named in the accompanying form of proxy are directors of the Corporation. A shareholder desiring to appoint some other person (who need not be a shareholder) to represent him or her at the meeting may do so, either by striking out the printed names and inserting the desired person's name in the blank space provided in the form of proxy or by completing another proper form of proxy and in either case delivering the completed proxy to the office of Computershare Trust Company of Canada, 4th Floor, 510 Burrard Street, Vancouver, British Columbia, V6B 3B9, facsimile no.: (604) 683-3694 or to the Corporation's office, not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting. The chair of the Meeting will have the discretion to accept or reject proxies otherwise deposited. A shareholder who has given a proxy may revoke it by an instrument in writing delivered to the said office of Computershare Trust Company of Canada or the Corporation's office at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or to the chair of the Meeting, or in any manner provided by law. Voting of Proxies ----------------- The securities represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for, and if the shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. The form of proxy confers authority upon the named proxyholder with respect to matters identified in the accompanying notice of Meeting. If a choice with respect to such matters is not specified, it is intended that the person designated by management in the form of proxy will vote the securities represented by the proxy in favour of each matter identified in the proxy and for the nominees of management for directors and auditor. The proxy confers discretionary authority upon the named proxyholder with respect to amendments to or variations in matters identified in the accompanying notice of Meeting and other matters that may properly come before the Meeting. As at the date of this management proxy circular, management is not aware of any amendments, variations, or other matters. If such should occur, the persons designated by management will vote thereon in accordance with their best judgment, exercising discretionary authority. Voting Securities and Principal Holders Thereof ----------------------------------------------- The voting securities of the Corporation consist of an unlimited number of Common Shares without par value. As at the date of this management proxy circular, 22,075,521 Common Shares without par value were issued and outstanding, each such share carrying the right to one (1) vote at the Meeting. By operation of the provisions of the Canada Business Corporations Act, the date immediately preceding the date of mailing of the accompanying Notice of Meeting is the record date for the purpose of determining those shareholders entitled to receive notice of, and to vote at the Meeting. To the knowledge of the directors and senior officers of the Corporation, no person beneficially owns, directly or indirectly, or exercises control or direction over, voting securities carrying more than 10% of the voting rights attached to the voting securities of the Corporation. -2- Other than the election of directors, the resolutions contained in the Notice of Meeting require the positive vote of more than 50% of the votes cast on the resolution with the exception of special resolutions that require the positive vote of more than 66 2/3% of the votes cast on the special resolution. Number of Directors [proxy resolution 1] ---------------------------------------- The Articles of the Corporation provide for the election of a minimum of one and a maximum of ten directors. Currently the Corporation has six director positions and five directors with one vacancy on the board of directors. Management is proposing that shareholders establish the same number of director positions for the ensuing year and is proposing a sixth director to fill the vacant position as more particularly described below. Election of Directors [resolution 2] ------------------------------------ The persons named in the following table are current directors of the Corporation, other than Rudolph Heinz, and management's nominees to the board for the ensuing year. The current appointments of each of the existing directors expire on the date of the annual general meeting. Each director elected will hold office until the next annual general meeting or until his or her successor is duly elected or appointed unless his or her office is earlier vacated in accordance with the Articles of the Corporation or unless he or she becomes disqualified to act as a director. - --------------------------------------------- ------------------------------ ------------------------- ------------------------ Name of Nominee and Principal Occupation Period From Number of Present Position with Corporation at the present and for the Which Nominee Approximate preceding five years Has Been Director Voting Securities1 - --------------------------------------------- ------------------------------ ------------------------- ------------------------ Hans Ambos Senior executive in the high June 30, 1999 40,000 Munich, Germany technology field, including Director service with Daimler-Benz Aerospace, the German Ministry of Defence, Dornier Aerospace, the NATO MRCA Management Agency (NAMMA), and the NATO Industrial Advisory Group (NIAG) - --------------------------------------------- ------------------------------ ------------------------- ------------------------ Gunther Bauer Vice-President, Research and August 25, 1998 1,000,000 Munich, Germany Development of iQ Power Director, and Vice-President, Research and Technology Inc.; Vice Development President, Engineering of iQ Battery Research and Development GmbH - --------------------------------------------- ------------------------------ ------------------------- ------------------------ Peter Braun President and Chief August 25, 1998 800,000 Munich, Germany Executive Officer of iQ Director, Chief Executive Officer, President Power Technology Inc.; President iQ Battery Research and Development GmbH - --------------------------------------------- ------------------------------ ------------------------- ------------------------ Russell French President of Mayon December 20, 1994 1 Vancouver, BC, Canada Management Ltd.; Director and Vice-President, Business Vice-President, Business Development Development of iQ Power Technology Inc. - --------------------------------------------- ------------------------------ ------------------------- ------------------------ Rudolph Heinz Independent Financial and Nominee 22,500 Hofheim, Germany Management Consultant; Nominee Director Director, Geschaftsfuhrer, Oppenberg Capital Markets GmbH; Dynamics Vermogens- verwaltung AG; - --------------------------------------------- ------------------------------ ------------------------- ------------------------ Gregory Sasges Lawyer, Gregory A. Sasges June 30, 1999 Nil Vancouver, BC, Canada Law Corp.; Partner at Werbes Director, and Secretary Sasges & Company - --------------------------------------------- ------------------------------ ------------------------- ------------------------
- -------------------------- 1 voting securities beneficially owned, directly or indirectly, or over which control or direction is exercised (exclusive of options). All of the proposed nominees are ordinarily resident in Canada, except for Hans Ambos, Peter Braun, Gunther Bauer, and Rudolph Heinz who are ordinarily resident in Germany. The board of directors has not appointed an executive committee. -3- The Corporation is required to have an audit committee. Hans Ambos and Russell French currently comprise that committee. Management will be asking Rudolph Heinz to join that committee if he is elected a director of the Corporation at the Meeting. Appointment of Auditor [resolution 3] ------------------------------------- The persons named in the enclosed instrument of proxy intend to vote for the re-appointment of Deloitte Touche, Chartered Accountants, as the Corporation's auditor until the next annual general meeting of shareholders at a remuneration to be fixed by the board of directors. Deloitte Touche were first appointed auditor of the Corporation in 1998 and have held the position since then. Statement of Executive Compensation ----------------------------------- Executive Compensation Compensation Of Directors And Officers The following table sets forth the compensation paid to the Corporation's chief executive officer and each of its four most highly compensated executive officers whose total annual salary and bonus exceeded $100,000 (each a "Named Executive Officer") during the fiscal year ended December 31, 2002, 2001, and 2000. Summary Compensation Table (in United States Dollars) Annual Compensation Long Term Compensation ------------------------------------------------------------------------------------ Awards Payouts ---------------------------------------- Restricted Securities Shares or Fiscal Other Annual under Restricted LTIP Name and Principal Year Salary Bonus Compensation Options/SARs Share Units Payouts All Other Position Ended (US$) (US$) (US$) Granted (#) (US$) (US$) Compensation ------------------------------------------------------------------------------------------------------------------------ Peter E. Braun, 2000 102,000 - - 465,000 - - - President and CEO 2001 102,000 - - 745,000 - - - 2002 102,000 - 5,146(1) 280,000 - - 1,548(2) Gunther C. Bauer, 2000 96,000 - - 465,000 - - - Vice President Research and 2001 96,000 - - 745,000 - - - Development 2002 96,000 - 5,146(1) 280,000 - - -
- ---------------------- (1) Represents pension fund contributions made on behalf of these named executive officers. (2) Represents payment on personal life insurance policy. During the Corporation's most recently completed financial year ended December 31, 2002, it did not have a general pension plan for its directors, officers or employees. Options to Purchase Securities ------------------------------ During the Corporation's last completed fiscal year ended December 31, 2002, it did not grant any incentive stock options to its directors and officers. No stock appreciation rights ("SARs") were granted during this period. Principal Shareholders ---------------------- The following table sets forth as of December 31, 2002, information concerning the beneficial ownership of the Corporation's shares by persons who are known by it own beneficially more than 5% of shares, by each of its then directors, by each of its Named Executive Officers and by all of its then directors and executive officers as a group. The calculations in the table are based on an aggregate of 20,348,227 shares outstanding as of December 31, 2002. Unless otherwise noted all addresses of the beneficial owners are Erlenhof Park, Inselkammer Strasse 4, D-82008, Unterhaching, Germany. The symbol "*" indicates that the amount shown is less than 1% of outstanding -4- shares. Name and Address Number of Percentage of Class of Beneficial Owner shares -------------------------------------------- ----------------------------------- ------------------------------ Gunther Bauer(1)........................ 1,522,500 7.29% Peter E. Braun(2)....................... 1,322,500 6.34% Russell French(3) 280,001 1.36% Suite 708-A 1111 West Hastings Street Vancouver, B.C. V6E 2J3 Hans Ambos(4) 235,000 1.14% John Lawson(5) 435,510 2.12% Suite 708-A 1111 West Hastings Street Vancouver, B.C. V6E 2J3 (resigned subsequent to December 31, 2002) Gregory A. Sasges(6) 120,000 * Suite 708-A 1111 West Hastings Street Vancouver, B.C. V6E 2J3 All Directors and Officers as a Group(7) 4,040,511 18.08%
- ----------------- (1) Includes vested options exercisable to purchase 522,500 shares within 60 days of December 31, 2002. (2) Includes vested options exercisable to purchase 522,500 shares within 60 days of December 31, 2002. (3) Includes vested options exercisable to purchase 280,000 shares within 60 days of December 31, 2002. (4) Includes vested options exercisable to acquire 195,000 common shares within 60 days of December 31, 2002. (5) Includes vested options exercisable to acquire 235,000 common shares within 60 days of December 31, 2002. (6) Includes vested options exercisable to acquire 120,000 common shares within 60 days of December 31, 2002. (7) Includes vested options exercisable to purchase, in the aggregate, 2,000,000 shares within 60 days of December 31, 2002. Aggregated Option/SAR Exercises During The Last Completed Fiscal Year And Fiscal Year End Option/SAR Values The following table sets out incentive stock options exercised by the Named Executive Officers during the last completed fiscal year as well as the fiscal year end value of stock options held by the named executive officers. During this period, no outstanding SARs were held by named executive officers. - ----------------------------- ------------ ------------ ------------------------------ ----------------------------- Name Shares Value Number of securities Value of unexercised acquired Realized underlying unexercised in-the-money options/SARs at on ($) options/SARs at FY-end ($) exercise FY-end (#) (#) Exercisable/ Exercisable/ Unexercisable Unexercisable (1) - ----------------------------- ------------ ------------ ------------------------------ ----------------------------- Peter E. Braun, President - - 522,500/Nil Nil and CEO Gunther C. Bauer, Vice - - 522,500/Nil Nil President Research and Development
(1) Based on the closing price of the Corporation's common shares as quoted on the NASD OTCBB of $0.47 for December 31, 2002. Stock Option Plan In December 1998, the Corporation's board of directors adopted the 1998 Stock Option Plan, which was amended with the approval of the shareholders of the Corporation in 1999, 2000, 2001 and 2002 to increase the number of shares authorized to be issued upon exercise of options granted under the plan (collectively as amended, the "Stock Option Plan"). The Stock Option Plan will continue in effect until all shares of Common Stock for issuance under the plan have been issued and all restrictions on such shares have lapsed. The Stock Option Plan is administered by the board of directors (or a committee thereof) and provides that options may be granted to the Corporation's officers, directors, employees and other persons, including consultants, as determined by the Plan Administrator in its sole discretion. -5- The options issued under the Stock Option Plan are exercisable at a price fixed by the Plan Administrator, in its sole discretion; provided that options granted in substitution for outstanding options of another corporation in connection with a merger, consolidation, acquisition of property or stock or other reorganization involving such corporation and us or any of our subsidiaries may be granted with an exercise price equal to the exercise price for the substituted option of the other corporation, subject to adjustment. Subject exceptions in the Stock Option Plan relating to death, divorce and estate planning techniques, options granted under the Stock Option Plan are non-assignable and non-transferable. The maximum number of the shares reserved for issuance under the Stock Option Plan, as amended, is 4,714,000 shares. As of December 31, 2002, a total of 2,373,000 options were issued and unexercised under the Stock Option Plan. On January 18, 2002, the Corporation's granted options exercisable to acquire 30,000 shares. Set forth below is a table that reflects the history of the Corporation's option grants and the repricing for options outstanding as of December 31, 2002: Report On Repricing Of Options - ----------------------------------------------------------------------------------------------------------------- Original Grant Date # of Options Original Repriced Repriced Repriced outstanding as Exercise Exercise Price Exercise Price Exercise Price of Dec 31, 2002 Price June 12, 2000 Jan 16, 2001 Jan 18, 2002 - ----------------------------------------------------------------------------------------------------------------- Jan 18, 2002 30,000 $1.00 - - - June 28, 2001 1,415,000 $1.37 - - $1.00 Jan 16, 2001 148,000 $0.50 - - - June 12, 2000 171,000 $1.50 - $0.50 - Oct 15, 1999 115,000 $4.375 $1.50 $0.50 - July 7, 1999 160,000 $3.75 $1.50 $0.50 - June 28,1999 34,000 $2.50 $1.50 $0.50 - Dec 1, 1998 300,000 $2.50 $1.50 $0.50 - Total 2,373,000
Peter Braun, our Chief Executive Officer, held 280,000 of the 1,415,000 options granted in 2001 and repriced in 2002 as reflected in the above table. Gunther C. Bauer, our Vice President of Research and Development, held 280,000 of the 1,415,000 options granted in 2001 and repriced in 2002 as reflected in the above table. On January 18, 2002, the Board of Directors determined that it was in the best interest of the Corporation to reprice the 1,415,000 issued and outstanding stock options originally granted by the Corporation in fiscal 2001. The Corporation's Board of Directors approved a stock option repricing program. Under the program, all stock options having an exercise price of US$1.37 and granted under the Corporation's Stock Option Plan, including directors and Named Executive Officers, were repriced at an exercise price of $1.00 per share. The new exercise price represented a 10% premium over the then market price of $0.90 per share of common stock. Other than the lower exercise price, each repriced stock option under the repricing program retained the terms of the original grant, including the same vesting terms, number of shares and expiration date. The Board of Directors approved the stock option repricing program as a result of the significant reduction in the price of the Corporation's common stock subsequent to the original grant of the options. The Board determined that the options having an exercise price of US$1.37 no longer provided meaningful incentive to the option holders to remain in the Corporation's employ and to maximize shareholder value. The Board believed that the exchange of new stock options with a lower exercise price for the Corporation's existing stock options would once again provide incentive to its officers, directors and employees to continue to provide services and to maximize shareholder value. -6- The following named executive officers held the following options that were repriced in 2002: - ----------------------------- -- ------------------------ ------------------------------ -------------------------- Name Number of securities Exercise Price under Repriced Exercise Price underlying options Original Grant - ----------------------------- -- ------------------------ ------------------------------ -------------------------- Gunther C. Bauer, Vice President Research and 280,000 $1.37 $1.00 Development Peter E. Braun, President and CEO 280,000 $1.37 $1.00
Ten-Year Option/SAR Repricings The following table reflects the participation of the Corporation's Chief Executive Officer and each Named Executive Officer in any option repricing by the Corporation over the past 10 years: - ------------------- ----------------- ---------------- ----------------- ----------------- ----------- ----------------- Name & Position Date Securities Market Price of Exercise Price New Length of (of Repricing) Underlying Stock at Time at Time of Exercise Original Term Options/SAR of Repricing or Repricing or Price Remaining at Repriced or Amendment Amendment ($) Date of Amended (%) ($) ($) Repricing or Amendment - ------------------- ----------------- ---------------- ----------------- ----------------- ----------- ----------------- Peter E. Braun, June 12, 2000 320,000 $1.38 $2.50 $1.50 8.5 years President and June 12, 2000 80,000 $1.38 $3.75 $1.50 9.0 years Chief Executive Jan 16, 2001 320,000 $0.50 $1.50 $0.50 8.0 years Officer Jan 16, 2001 80,000 $0.50 $1.50 $0.50 8.5 years Jan 18, 2002 280,000 $0.95 $1.37 $1.00 9.5 years Gunther C. Bauer, June 12, 2000 320,000 $1.38 $2.50 $1.50 8.5 years Vice President June 12, 2000 80,000 $1.38 $3.75 $1.50 9.0 years Research and Jan 16, 2001 320,000 $0.50 $1.50 $0.50 8.0 years Development Jan 16, 2001 80,000 $0.50 $1.50 $0.50 8.5 years Jan 18, 2002 280,000 $0.95 $1.37 $1.00 9.5 years
Long-Term Incentive Plans The Corporation has a long-term incentive plan although no cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company's securities) was paid or distributed to the executive officer listed or any other person, company, or entity during the most recently completed financial year under that plan. The Incentive Plan was adopted by shareholders in 2001 and amended in 2002 and provides for the issue of up to 2,500,000 Common Shares to valued directors, key employees, and consultants of the Corporation and similar such persons to encourage those persons to acquire a greater proprietary interest in the Corporation, thereby strengthening their incentive to achieve the objectives of the shareholders of the Corporation, and to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to consultants and other persons. The shares issued pursuant to the Incentive Plan will be issued at a discount to market price on the basis of resale restrictions prohibiting their being sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by a plan participant until the Corporation meets certain performance requirements. Such restrictions on transfer shall, to the extent that such shares of Common Stock have not previously been forfeited to the Corporation, lapse on the last day of the fiscal period in which the Corporation shall have generated cumulative net revenue from inception of US$2,500,000 or more, calculated in accordance with United States generally accepted accounting principles. The shares awarded or sold under the Plan shall be forfeited to the Corporation if the Corporation shall not have generated cumulative net revenues from inception of US$2,500,000 or more, calculated in accordance with United States generally accepted accounting principles, prior to December 31, 2006. Certificates for the shares shall be issued in the plan participant's respective names and shall be held in escrow by the Corporation until all restrictions lapse or such shares are forfeited. Director Compensation Other than compensation paid to Peter Braun and Gunther Bauer, as disclosed above under the sub-heading "Compensation of Directors and Officers," none of the Corporation's directors have received any cash compensation, directly or indirectly, for their services rendered during the Corporation's most recently completed -7- financial year. The Corporation's shareholders approved the payment to each of its directors of an annual stipend of $2,500 together with an honorarium of $250 for each board meeting that the directors attend in the annual meetings of the Corporations shareholders held in both 2001 and 2002. For the fiscal years ended December 31, 2002 and 2001, however, no such payments were made to the directors in respect of meeting attendance or board service. The Corporation will pay both the stipends and honorariums generally described above for fiscal year 2003 if sufficient cash is available. Other than the Corporation's Incentive Plan and its Stock Option Plan, it does not have any non-cash compensation plans for its directors and it does not propose to pay or distribute any non-cash compensation during the current financial year except under those plans. Employment And Consulting Agreements Effective September 1, 1998, Peter E. Braun and Dr. Gunther C. Bauer entered into employment agreements with the Corporation providing for annual salaries of $102,000 and $96,000, respectively. Mr. Braun's and Dr. Bauer's employment agreements are for a term of five (5) years. The laws of Germany govern each of the Named Executive Officer's employment agreements mentioned above. Management Agreements The Corporation is party to a consulting agreement dated August 25, 1998, with Mayon Management Ltd. of Vancouver, British Columbia, Canada, a company owned and controlled by Russell French, the current Vice-President, Business Development and a director of the Corporation. Under the terms of the agreement, the Corporation pays Mayon Management Ltd. US$6,000 per month. The agreement had an initial term of three years. By operation of the agreement, the agreement was automatically renewed for a period of one year on each of August 25, 2001, and August 25, 2002. Termination of Employment, Change in Responsibilities and Employment Contracts There are no employment contracts between either the Corporation or its subsidiaries and the Named Executive Officers except as referred to under the heading "Employment and Consulting Agreements" above. Neither the Corporation nor any of its subsidiaries have any plan or arrangement with respect to compensation to its executive officers which would result from the resignation, retirement or any other termination of the executive officers' employment with the Corporation and its subsidiaries or from a change of control of the Corporation or any subsidiary of the Corporation or a change in the executive officers' responsibilities following a change in control, where in respect of an executive officer the value of such compensation exceeds Cdn$60,000 except as described above. Indebtedness of Directors and Senior Officers None of the directors or senior officers of the Corporation or any of its associates or affiliates, are or have been indebted to the Corporation at any time since the beginning of the last completed financial year other than in the usual course of their employment in connection with advances made on account of expenses to be incurred on behalf of the Corporation. For further information please refer to the financial statements of the Corporation. Interest of Insiders In Material Transactions --------------------------------------------- The directors and officers of the Corporation have an interest in the resolutions concerning the election of directors, stock options, and the other remuneration initiatives. Otherwise no director or senior officer of the Corporation or any associate of the foregoing has any substantial interest, direct or indirect, by way of beneficial ownership of shares or otherwise in the matters to be acted upon at the Meeting, except for any interest arising from the ownership of shares of the Corporation where the shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of shares in the capital of the Corporation. -8- Particulars of Other Matters to be Acted Upon --------------------------------------------- Change in Corporate Name [resolution 4] To enable the Corporation to change its name should the board of directors determine it to be in the best interests of the Corporation, the Corporation is seeking approval of its shareholders to a special resolution which would approve a change in the name of the Corporation to 3099458 Canada Inc. or such other name as the board of directors may approve so as. Under the Canada Business Corporations Act, the board of directors is, in turn, authorized to change a designating number name to a verbal name. The foregoing is an empowering resolution only and the board may determine not to proceed with any name change. Accordingly, the board of directors is also seeking shareholder authorization to forego or delay the implementation of the name change or to revoke the special resolution approving the name change before it is acted on without further approval of the shareholders of the Corporation. The text of the proposed Special Resolution is provided in full in Schedule "A" and the proposed Articles of Amendment are attached as Schedule "B". The proposed change in corporate name is subject to documentation in support being accepted for filing by the Director under the Canada Business Corporations Act and the United States National Association of Stock Dealers subsequent to receipt of shareholder approval. Authorization to Directors to Change Location of Registered Office [resolution 5] British Columbia is currently designated as the province in Canada where the registered office of the Corporation must be located. Management believes it is in the best interests of the Corporation to provide the board of directors with the flexibility to change the province or territory of Canada in which the Corporation's registered office is located and to file an amendment of the Articles of the Corporation accordingly should circumstances arise between annual meetings of the shareholders and, therefore, is seeking shareholder approval to a special resolution to this effect. The foregoing is an empowering resolution only and the board may determine not to proceed with the alterations of the Articles. Accordingly, the board of directors is also seeking shareholder authorization to forego or delay the implementation of the special resolution before it is acted on without further approval of the shareholders of the Corporation. The text of the proposed Special Resolution is provided in full in Schedule "C" and the proposed Articles of Amendment are attached as Schedule "D". Remuneration Initiatives Management has reviewed with the professional advisers of the Corporation the ability of the Corporation to attract and retain the services of directors, executives, and employees as the Corporation grows and commercializes its technology and has concluded that, in light of the limited ability of the Corporation to pay market-rate salaries, the Corporation must be a leader in the introduction of incentive packages for its personnel to ensure it can attract the directors, executives, and employees it needs to implement its business plan. It does so by using a range of remunerative options that it can offer targeted personnel it has engaged or is or may be in the future seeking to engage. Stock Options [resolution 6] The Stock Option Plan was originally structured for the purpose of reserving 20% of the issued and outstanding shares of the Corporation from time to time for issue under the Plan. Under US registration rules, the amount of shares reserved for grant under a plan must include shares reserved but not granted, shares reserved and subject to granted options, and shares reserved and issued on the exercise of options. As such, given the Plan has been operating for almost 5 years, management of the Corporation is seeking shareholder approval to a resolution which would allow the board to amend the Plan to reserve for issuance pursuant to the Plan, subject to such approvals as may be required by the regulatory bodies, in the aggregate, that number of shares equal to the sum of all shares reserved and issued on the exercise of options under the Plan together with 20% of the issued and outstanding shares of the Corporation under the two categories of shares reserved but not granted and shares reserved and subject to options (all amounts being determined as at the Meeting Date), subject to increase or decrease through subdivision or consolidation of the outstanding Common Shares of the Corporation. That amount is currently -9- estimated at 5,382,600 shares (although 967,500 such shares have already been issued leaving only 4,415,100 shares available for issue) and is subject to change should the Corporation complete any equity financings or issue any shares on the exercise of options or otherwise between the date of this Circular and the Meeting Date. The actual number will be calculated on the Meeting Date and provided to the Meeting before consideration of any motion concerning the stock options or the Stock Option Plan. The foregoing is an empowering resolution only and the board may determine not to proceed to implement the change. By passing the empowering resolution concerning stock options, shareholders will be approving all stock options granted in the past year, the amendment of any stock option agreements and stock options amended in the past year, the issue of any shares on the exercise of stock options in the past year or in the future, the granting of new stock options, and the amendment of the Stock Option Plan at such time as the Board of Directors determines the same is advisable as well as any new stock option agreements or stock options by the Corporation in the ensuing year, including all matters concerning stock options of the Corporation described herein. Board of Directors Remuneration [resolution 7] Shareholders of the Corporation approved an initiative in each of 2001 and 2002 providing for the cash compensation of directors in recognition of the services provided by the directors in serving on the board of directors of the Corporation and attending board meetings. The initiative provided for each director to receive an annual stipend of US$2,500 upon appointment to the board together with an honorarium of US$250 for each board meeting attended. The directors deferred payment of that remuneration in both 2001 and 2002 given the cash position of the Corporation and management is seeking ratification of that initiative for 2003 as well as the payment of the deferred fees at such time as the board determines the Corporation is in a position to pay the deferred amounts. Management estimates the board will hold at least 4 board meetings in the next year. Approval of Acts of Directors [resolution 8] Management is seeking shareholder approval to a resolution that would ratify and confirm all acts, deeds and things done and proceedings taken by the directors and officers of the Corporation on its behalf since the last annual general meeting as more particularly described in the news releases, regulatory filings, and financial statements of the Corporation. Management knows of no other matters to come before the Meeting of members other than referred to in the Notice of Meeting. However, if any other matters which are not known to the management of the Corporation shall properly come before the said Meeting, the form of proxy given pursuant to the solicitation by management of the Corporation will be voted on such matters in accordance with the best judgment of the persons voting the proxy. Future Shareholder Proposals ---------------------------- The final date by the Corporation must receive a proposal for any matter that a person entitled to vote at an annual meeting proposes to raise at the next annual meeting of the Corporation is 90 days before the annual anniversary of the date of this Management Proxy Circular. The contents of this Management Proxy Circular and its mailing to Shareholders have been approved by the Directors of the Corporation. By Order Of The Board Of Directors /s/ Gregory A. Sasges ----------------------------------- GREGORY A. SASGES, Secretary SCHEDULE "A" ------------ SPECIAL RESOLUTION CHANGE OF NAME (empowering resolution) - -------------- UPON MOTION DULY MADE AND SECONDED, IT WAS RESOLVED, AS A SPECIAL RESOLUTION, THAT: 1. the Articles of the Corporation be amended to change the name of the Corporation to 3099458 Canada Inc., or such other name as the Board of Directors may approve, 2. the By-laws of the Corporation be altered accordingly, wherever the name of the Corporation appears therein, and 3. the Directors of the Corporation be authorized to forego, delay the implementation of, or to revoke this special resolution before it is acted on without further approval of the shareholders of the Corporation. SCHEDULE "B" ------------ Industry Canada Industrie Canada FORM 4 FORMULE 4 Canada Business Loi canadienne sure les ARTICLES OF AMENDMENT CLAUSE MODIFICATRICES Corporations Act societes par actions (SECTION 27 OR 177) (ARTICLES 27 OU 177) - ----------------------------------------------------------------------------------------------------------------------------------- 1 - Name of Corporation - Denomination sociale de la societe | 2 - Corporation No. - N(Degree) de la societe | iQ Power Technology Inc. | 309945-8 | | | - ----------------------------------------------------------------------------------------------------------------------------------- 3 - The articles of the above-named corporation are amended as Les statuts de la societe ci-haut mentionee sont modifies de la follows: facon suivante:
A. Pursuant to s.173(1)(a) of the Canada Business Corporations Act, Article 1 is amended to change the name of the Corporation from iQ Power Technology Inc. to 3099458 Canada Inc. - ------------------------------------------------------------------------------------------------------------------------------------ Date | Signature |4 - Description of Office - Description du poste | | | |SECRETARY - ------------------------------------------------------------------------------------------------------------------------------------ FOR DEPARTMENTAL USE ONLY | Printed Name - Nom en letters moulees | A L'USAGE DU MINISTERE SEULEMENT | | Filed | | Deposee | | - --------------------------------------------------------------------------------
SCHEDULE "C" ------------ SPECIAL RESOLUTION AMENDMENT OF ARTICLES (empowering resolution) - --------------------- UPON MOTION DULY MADE AND SECONDED, IT WAS RESOLVED, AS A SPECIAL RESOLUTION, THAT: 1. the Articles of the Corporation be amended to provide for the establishment of the registered office of the Corporation in such territory or province of Canada as the Board of Directors may by resolution determine, 2. the By-laws of the Corporation be altered accordingly to give effect to the foregoing amendments to the Articles, and 3. the Directors of the Corporation be authorized to forego, delay the implementation of, or to revoke this special resolution before it is acted on without further approval of the shareholders of the Corporation. ** SCHEDULE "D" ------------ ARTICLES OF AMENDMENT CANADA BUSINESS LOI SUR LES SOCIETES CORPORATIONS ACT COMMERCIALES CANADIENNES FORM 4 FORMULE 4 ARTICLES OF AMENDMENT CLAUSES MODIFICATRICES (SECTION 27 OR 171) (ARTICLES 27 OU 171) - ----------------------------------------------------------------------------------------------------------------------------------- 1 - Name of Corporation - Denomination de la societe | 2 - Corporation No. - N(Degree) de la societe | iQ Power Technology Inc. | 309945-8 | | | - ----------------------------------------------------------------------------------------------------------------------------------- 3 - The articles of the above-named corporation are amended as Les statuts de la societe ci-haut mentionee sont modifies de la follows: facon suivante:
Pursuant to s.173(1)(b) of the Canada Business Corporations Act, Article 2 is amended to provide that the registered office of the Corporation must be in __________________ [the province or territory stipulated in a resolution of the Corporation's board of directors subsequent to the 2003 annual meeting], Canada. - ----------------------------------------------------------------------------------------------------------------------------------- Date | Signature | Description of Office - Description du poste | | | | SECRETARY - ----------------------------------------------------------------------------------------------------------------------------------- FOR DEPARTMENTAL USE ONLY A L'USAGE DU MINISTERE SEULEMENT - ----------------------------------------------------------------------------------------------------------------------------------- | Filed - Deposee - -----------------------------------------------------------------------------------------------------------------------------------
EX-20.2 4 ex20_2.txt FORM OF PROXY Exhibit 20.2 IQ POWER TECHNOLOGY INC. (the "Corporation") P R O X Y Type of Meeting: Annual General Meeting Meeting Time: 4:00 p.m., Pacific Time Meeting Date: June 30, 2003 Meeting Location: Boardroom, 708-A - 1111 West Hastings Street Vancouver, B.C., Canada This proxy will be used at the meeting indicated above and is solicited by the management of the Corporation. The undersigned registered shareholder of the Corporation hereby appoints Russell French, the Vice-President, Business Development of the Corporation, or failing him, Gregory Sasges, the Secretary of the Corporation, or in the place of the foregoing, _____________________ (Please Print Name) as proxyholder for and on behalf of the undersigned, with the power of substitution, to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the annual general meeting of the Corporation and at every adjournment thereof, to the same extent and with the same powers as if the undersigned were present at the meeting or any adjournment thereof. Resolutions (For full details of each item please see the notice of meeting and management proxy circular which accompanied this proxy form. Please indicate your vote by placing an "X" in the appropriate column opposite the resolution). For Against Abstain 1. Establishing the number of Directors of the Corporation at 6 for the ensuing year: ______ ______ ______ For Withhold 2a. Electing Hans Ambos as director: ______ ______ 2b. Electing Dr. Gunther C. Bauer as director: ______ ______ 2c. Electing Peter E. Braun as director: ______ ______ 2d. Electing Russell French as director: ______ ______ 2e. Electing Rudolph Heinz as director: ______ ______ 2f. Electing Gregory Sasges as director: ______ ______ 3. Appointing Deloitte Touche as auditor at a remuneration to be fixed by the Directors: ______ ______ For Against Abstain 4. Approving the Special Resolution to amend the Articles to change the Corporation's name: ______ ______ ______ 5. Approving the Special Resolution to amend the Articles to provide for the establishment of a registered office of the Corporation in such province or territory of Canada as the board of directors may determine: ______ ______ ______ 6. Approving Stock Options and Authorizing amendment of Stock Option Plan: ______ ______ ______ 7. Approving Director Remuneration Proposal: ______ ______ ______ 8. Approving acts of Directors: ______ ______ ______ The undersigned hereby revokes any proxy previously given to attend and vote at the meeting Signature:________________________________ Date:___________________________ Please Print Name:________________________ Number of securities voted if not otherwise specified.__________________________ This proxy form is not valid unless it is signed and dated. If this proxy is not dated in the space provided, it is deemed to bear the date on which it was mailed by management. If someone other than the registered shareholder of the Corporation signs this proxy on the shareholder's behalf, authorizing documentation acceptable to the Chairman of the meeting must be deposited with this proxy form. See reverse. Subject to the discretion of the chairman of the meeting, to be effective, this proxy form must be received at the office of Computershare Trust Company of Canada, or the Corporation, by mail or by fax no later than 48 hours prior to the time of the meeting. The following are the mailing address and facsimile number of Computershare Trust Company of Canada: Fourth Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, Facsimile No.: (604) 683-3694. Notes: 1. If you cannot attend the meeting but wish to vote on the resolutions and to appoint one of the management nominees, please leave the wording appointing the management nominees as shown, sign and date and return the proxy form. You have the right to appoint another person, who need not be a shareholder of the Corporation, to attend and act for you and on your behalf at the meeting. If you wish to appoint another person, you may do so by crossing off the names of the management nominees and inserting your appointed proxyholder's name in the space provided. Your appointed proxyholder will then have to attend the meeting if your vote is to be counted. You may also appoint an alternate proxyholder to act in the place of an absent proxyholder. 2. The securities represented by this proxy form will be voted or withheld from voting in accordance with your instructions on any ballot that may be called for in respect of any resolution and, if you have specified a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Where you specify no choice on a resolution, this proxy form confers discretionary authority on your appointed proxyholder. In such case, a nominee of management acting as proxyholder will vote the securities as if you had specified an affirmative vote. With respect to any amendments or variations in any of the resolutions shown on the proxy form, or other matters that may properly come before the meeting, the nominee appointed as your nominee will vote the securities as he or her, in his or her sole discretion, sees fit. Notwithstanding the foregoing, this proxy shall not confer authority to vote in respect of the appointment of an auditor or the election of a director unless a bona fide proposed nominee for the appointment or election is named in the proxy. 3. If you have returned a proxy form and later decide to vote in person, you may do so by attending the meeting. Please register your attendance with the Corporation's scrutineers at the meeting and inform them that you have previously returned a proxy form. 4. If the proxy form is signed on your behalf by your attorney or, if the shareholder is a corporation, by an officer or attorney for the corporation and is not under the corporation's common seal, the power of attorney or a director's resolution, as the case may be, or a notarial copy thereof, must accompany the proxy form. -----END PRIVACY-ENHANCED MESSAGE-----