UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
X Definitive Information Statement
Mirenco, Inc.
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(Name of Registrant As Specified In Its Charter)
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(4) Date Filed
MIRENCO, INC.
NOTICE OF
2002 ANNUAL MEETING OF SHAREHOLDERS
AUGUST 24, 2002
To the Shareholders:
Notice is hereby given that the 2002 Annual Meeting of Shareholders of
Mirenco, Inc., an Iowa company (the "Company"), will be held at Ames Auditorium,
615 Clark, Ames, Iowa 50010-6137, on August 24, 2002 from 9:00 to 10:00 a.m. for
the following purposes:
1. To elect directors of the Company to hold office until the next Annual
Meeting of Shareholders or until their respective successors have been
elected or appointed;
2. To reappoint Grant Thornton LLP as the Company's certified public
accountants for its fiscal year ending December 31, 2002; and
3. To transact any and all other business that may properly come before
the Meeting.
All shareholders of record at the close of business on July 5, 2002 are
entitled to notice of this meeting.
The Company's audited financial statements for the year ended December 31,
2001, together with certain other information concerning the Company, are
included in the exhibits to this notice.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
By order of the Board of Directors,
/s/ Dwayne Fosseen
------------------
Dwayne Fosseen
Chief Executive Officer and Chairman
July 19, 2002
INFORMATION STATEMENT
Table of Contents
PAGE
INTRODUCTION ............................................................ 1
PROPOSAL 1 -- ELECTION OF DIRECTORS ..................................... 2
PROPOSAL 2 - REAPPOINT CERTIFIED PUBLIC ACCOUNTANTS ..................... 4
EXECUTIVE COMPENSATION .................................................. 5
OPTION/SAR GRANTS IN LAST FISCAL YEAR ................................... 5
DIRECTORS' COMPENSATION ................................................. 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT .............................................................. 7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE ................. 8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .......................... 8
REPORT OF THE BOARD OF DIRECTORS REGARDING AUDIT ISSUES ................. 9
AUDIT FEES .............................................................. 9
OTHER MATTERS ........................................................... 10
INTRODUCTION
This Information Statement, dated July 19, 2002, is furnished in connection
with the 2002 Annual Meeting of Shareholders of Mirenco, Inc. (the "Company"),
to be held at the Ames Auditorium, on August 24, 2002 from 9:00 to 10:00 a.m.,
and any adjournments thereof (the "Annual Meeting"), for the purposes set forth
in the notice of such meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
This Information Statement was mailed to shareholders on or about July 19,
2002.
The complete mailing address of the Company's principal executive office is
P.O. Box 343, Radcliffe, Iowa 50230 (telephone: 1-800-423-9903).
1
Only shareholders of record at the close of business on July 5, 2002 are
entitled to participate in the Annual Meeting and any adjournments thereof. At
that record date, the following voting shares of the Company were outstanding:
CLASS SHARES OUTSTANDING VOTING
----- ------------------ ------
Common Shares 13,284,687 13,284,687
Holders of all common shares will vote together as a single class on
all matters expected to be acted on at the Annual Meeting. Under the laws of the
State of Iowa (in which the Company is incorporated), abstentions and broker
non-votes are counted in determining the votes present at the Annual Meeting. As
to Proposals 1 and 2, an abstention or broker non-vote has the same effect as a
vote against the proposal.
Appraisal rights are not available to shareholders with respect to any
matter expected to be acted upon at the Annual Meeting.
At the date hereof, management of the Company has no knowledge of any
business other than that described in the notice for the Annual Meeting that
will be presented for consideration at such Annual Meeting.
On April 1, 2002 the Company filed an Annual Report on Form 10-KSB for the
year ended December 31, 2001 (the "Annual Report"). The audited financial
statements for the years ended December 31, 2001 and 2000 along with certain
other information from that Annual Report are included herein as exhibits. The
Annual Report is not to be regarded as proxy soliciting material or as a
communication by means of which a solicitation of proxies is to be made.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This Information Statement, including the Exhibits hereto, contains
statements which should be considered "forward-looking statements," meaning they
refer to possible future events or conditions. Such statements are generally
identifiable by the words such as "plan," "expect," "estimate," "budget" or
similar words. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS
CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,
PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. THE COMPANY DOES NOT EXPECT OR INTEND TO ISSUE ANY UPDATES OR
REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR
EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting, the terms of all of the directors will expire. Under
the laws of the State of Iowa (in which the Company is incorporated), the
election of directors requires the affirmative vote of a majority of the shares
represented at the Annual Meeting. The holders of the Company's common stock
will vote as a single class on Proposal 1. Dwayne Fosseen intends to vote in
favor of this proposal. Mr. Fosseen owns more than 68% of the company's
outstanding shares. Accordingly, Proposal 1 will be approved even if all other
shares currently outstanding that are not held by Mr. Fosseen vote against the
proposal. The name and biography of each nominee are set forth below under
"Nominees."
2
The Company's Board of Directors is responsible for the affairs of the
Company. The Board of Directors' has established Compensation and Audit
Committees. Directors Jerrold Handsaker and Don Williams make up the membership
of both the Compensation and Audit Committees. The Compensation Committee, which
met once during the fiscal year ended December 31, 2001, establishes the
corporate officers' salary levels. The Audit Committee, which also met once
during the fiscal year ended December 31, 2001, evaluates, selects and
recommends to the Company's Board of Directors the audit firm to be used by the
Corporation. All other functions are carried out by the Board collectively.
Nominees
It is intended that five directors be elected to hold office until the 2003
Annual Meeting and until their successors shall have been duly elected and
qualified. The nominees listed below have been designated as such by the Board
of Directors, and it is anticipated that the nominees will be candidates when
the election is held. However, if for any reason a nominee is not a candidate at
that time, a substitute nominee will be designated by the Company.
The nominees are currently directors of the Company.
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Name Age Position with the Company Director Since
---- --- ------------------------- --------------
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Dwayne Fosseen 56 Chief Executive Officer, Chairman of the Board of February 21, 1997
Directors and Treasurer
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J. Richard Relick 72 Chief Operating Officer, Director and Secretary August 1, 1999
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Don D. Williams 68 Director June 1, 1998
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Jerrold Handsaker 52 Director June 1, 1998
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Greg DeJong 48 Director September 26, 2001
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Dwayne L. Fosseen, born in 1946, is founder, President, Chief Executive
Officer, Chairman of the Board of Directors and Principal (controlling)
Shareholder. Mr. Fosseen's inventiveness and ingenuity have led to seven patents
that have been issued in the U.S., Canada and Mexico in the field of energy
conservation. He also has two patents pending. Mr. Fosseen has personally been
involved in major projects with the U.S. Department of Agriculture, U.S.
Department of Energy, Iowa Corn Growers Board, National BioDiesel Board and the
Iowa Soybean Promotion Board. Mr. Fosseen has over 15 years experience in the
field of heavy-duty engines and has directed major EPA testing efforts at Ortech
Corporation, an international emissions testing company. Mr. Fosseen is also the
principal in Fosseen Manufacturing & Development, Inc.
J. Richard Relick, born in 1929, Chief Operating Officer, graduated from
Dickinson College, Carlisle, Pennsylvania, in 1951 with a degree in economics
and has a 1963 associate degree in management from Northeastern University,
Boston, Massachusetts. Mr. Relick has extensive management background in the
introduction of new technology, having launched two new companies, one in the
environmental area and another in biotechnology. Mr. Relick was a Group Vice
President of Eco-Labs, a Fortune 500 company, and, as President of Ventron
Europe, formed a new company in Brussels, Belgium to serve the world chemical
and pharmaceutical markets. Mr. Relick served as a captain in the Marine Corps.
Mr. Relick currently serves as director of Certech Corporation, a manufacturer
of reusable oil filters, and Northern Probiotics, a producer of Antibiotic
Replacement Therapy for humans and animals.
Don D. Williams, born in 1934, a lifelong resident of Williams, Iowa, has
been involved in the grain business and is a major producer of livestock. Mr.
Williams has also been associated with real estate as a licensed associate. Mr.
Williams has served as an officer of the County Farm Bureau Board, Heart of Iowa
Realtors Board, and the County Compensation and Extension Board. A director of
the Company since June 1, 1998, Mr. Williams is also a veteran of the Korean
War.
3
Jerrold Handsaker, born in 1950, practiced general business law in Iowa for
22 years and was admitted to practice in all Iowa Courts, U.S. District Courts
in Northern and Southern Iowa, the U.S. Tax Court and the U.S. Supreme Court. He
holds two U.S. patents and is presently President and CEO of Innovative
Lighting, Inc., a Roland, Iowa manufacturing company that manufactures and
markets products to the worldwide marine and RV industries. He is a member of
the Iowa State Bar Association, the National Marine Manufacturer's Association
and the American Boat and Yacht Council. Mr. Handsaker received his
undergraduate degree from Iowa State University in 1972 and his juris doctorate
degree from Drake University in 1975. Mr. Handsaker has been a director of
Mirenco since June 1, 1998.
Greg DeJong, age 48, joined Mirenco, Inc.'s board of directors in
September, 2001. As former vice-president and current president/owner of DeJong
Manufacturing, Inc. in New Sharon, Iowa, he has spent the last 6 years in this
sheet metal fabricating business, which provides finished assemblies for
original equipment manufacturers. During the 20 years prior, Mr. DeJong owned
and operated an agricultural fertilizer/chemical business in the New Sharon
area, and earlier in his career, Mr. DeJong managed a family farming/livestock
business.
The Board of Directors held eight meetings during the fiscal year ended
December 31, 2001. Since he was not elected until August 18, 2001 at the 2001
annual meeting of shareholders, Greg DeJong attended just three of the eight
board meetings during fiscal 2001, or 38%.
Executive Officers
The current executive officers of the Company are as follows:
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Name Age Position with the Company
---- --- -------------------------
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Dwayne Fosseen 56 Chief Executive Officer, Chairman of the Board of Directors and
Treasurer
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J. Richard Relick 72 Chief Operating Officer, Director and Secretary
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Debbie L. Pickard 40 Chief Financial Officer
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Each corporate officer was elected to hold office until he resigns or is
removed by the Board of Directors.
For a biography of Dwayne Fosseen and J. Richard Relick, see "Nominees"
above. Debbie L. Pickard, age 40, became employed as Chief Financial Officer of
Mirenco, Inc. in January, 2002, after serving as an independent self-employed
consultant to the Company's accounting department for nearly two years. Prior to
1999, Ms. Pickard served in the role of controller for two separate Midwest
companies, and as the Business Office Manager in charge of Patient Accounts in a
small Iowa hospital. She was employed by KPMG Peat Marwick, an international CPA
firm, as a staff accountant from 1984 to 1987. In 1984, she received a Bachelor
of Science Degree with a major in Accounting from the University of Nebraska at
Omaha, and she obtained her CPA certification in the same year.
PROPOSAL 2: REAPPOINTMENT OF ACCOUNTANTS
The Company's board of directors, having declared its advisability, submits
for shareholder approval a proposal to reappoint Grant Thornton, LLP as the
Company's independent certified public accountants for the fiscal year ended
December 31, 2002. Since representatives from Grant Thornton, LLP will not be
attending the annual meeting of Mirenco, Inc. Shareholders on August 24, 2002,
they will be unable to answer questions posed by shareholders at that time.
Under the laws of the State of Iowa (in which the Company is incorporated),
approval of the proposed reappointment requires the affirmative vote of the
holders of a majority of all outstanding shares entitled to vote
4
thereon at the Annual Meeting. Dwayne Fosseen intends to vote in favor of this
Proposal. Accordingly, Proposal 2 will be approved even if all other shares
currently outstanding that are not held by Mirenco, Inc. vote against the
proposal.
OTHER BUSINESS
The Company does not know of any other business that will be presented for
consideration at the Annual Meeting. However, if any other business should come
before the Annual Meeting, management of the Company will have discretion to act
in accordance with its best judgment.
SUPPLEMENTAL DISCLOSURES
Summary Executive Compensation
The table below sets forth a summary of the compensation earned by our
named chief executive officer for 2001, 2000, and 1999.
Summary Compensation Table
Annual Compensation Long-Term Compensation Awards
Bonus Securities Long-Term
Name and Fiscal and Other Restricted Underlying Incentive All other
Principal Position Year Salary($) Compensation Stock Awards Options Plans Compensation
------------------ ---- --------- ------------ ------------ ------- ----- ------------
Dwayne Fosseen, CEO 2001 $79,375
2000 $75,000 0 0 0 0 0
1999 $35,596
Option/SAR Grants in Last Fiscal Year
There were no grants of stock options or stock appreciation rights made to
any executive officers during the Company's latest completed fiscal year.
Aggregate Option Exercises and Fiscal Year-End Option Value
There were no stock option exercises made by executive officers during the
year ended December 31, 2001. Set forth in the table below is information, with
respect to each Named Executive Officer, as to (a) the total number of
unexercised options held on December 31, 2001, separately identified between
those exercisable and those not exercisable; and (b) the aggregate value of
in-the-money, unexercised options held on December 31, 2001, separately
identified as those exercisable and those not exercisable.
5
2001 Year-End Option Value
Number of Securites Underlying
Unexercised Options at Value of Unexercised
Fiscal Year-End (#) In-The-Money Options
Name Exercisable/ Un-Exercisable (1) at Fiscal Year-End ($)
-------------------------------------------------------------------------------
Dwayne Fosseen N/A N/A
J Richard Relick 100,000 / 0 $0 / $0
Wayne Allison 175,000 / 105,000 $0 / $0
Darrell R. Jolley 175,000 / 105,000 $0 / $0
Compensation of Directors
There were no fees for attending meetings of the Board of Directors paid by the
Company to its directors during the fiscal year ended December 31, 2001.
[Balance of page left intentionally blank.]
6
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the individuals serving on the Board of
Directors, the Company's executive officers and significant employees, and
information with respect to the number of shares of the Company's common stock
beneficially owned by each of them directly or indirectly, as of June 30, 2002.
The number of shares beneficially owned includes shares, if any, held in the
name of the spouse, minor children, or other relatives of the individual living
in his home, as well as shares, if any, held in the name of another person under
an arrangement whereby the individual enjoys the right to vote or the use of the
income, or whereby the individual can vest or revest title in himself or herself
at once or at some future time.
Name, Position and Address Amount Beneficially Percent
of Beneficial Owner Owned of Class
------------------- ----- --------
Dwayne Fosseen, Director, Chairman 9,047,900 (a) 68.5%
Of the Board and Chief Executive Officer
206 May Street
Radcliffe, IA 50230
Don Williams, Director 347,800 2.6%
206 May Street
Radcliffe, IA 50230
Jerrold Handsaker, Director 43,030 3%
206 May Street
Radcliffe, IA 50230
J Richard Relick, Director and Chief 100,400 (b) 8%
Operating Officer
206 May Street
Radcliffe, IA 50230
Greg DeJong, Director 20,000 2%
206 May Street
Radcliffe, IA 50230
Debbie L. Pickard, Chief Financial 200 0.0%
Officer
206 May Street
Radcliffe, IA 50230
All Directors and Officers as a Group 9,559,330 (c) 71.9%
(6 persons)
(a) Dwayne Fosseen's beneficial ownership includes 3,200 shares owned by family
members in his household and 36,000 shares, which are acquirable within 60
days pursuant to the exercise of outstanding stock options owned by his
spouse.
(b) J. Richard Relick's beneficial ownership includes 100,000 shares, which are
acquirable within 60 days pursuant to the exercise of outstanding stock
options.
(c) The beneficial ownership of all directors and executive officers as a group
includes 136,000 shares, which are acquirable within 60 days pursuant to
the exercise of outstanding stock options.
7
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during the fiscal year ended December 31, 2001, and Forms 5 and
amendments thereto furnished to the Company with respect to the fiscal year
ended December 31, 2001, the following table identifies any director, officer or
beneficial owner of more than ten percent of the Company's common stock who
failed to file on a timely basis, reports required by section 16(a) of the
Exchange Act.
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Number of
Transactions
Not reported Known
Number of On a timely Failure to
Reporting Person Late Reports Basis File
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Dwayne Fosseen, CEO, Board Chairman & Treasurer 2 1 None
JR Relick,, Chief Operating Officer 1 0 None
Ira Wayne Allison, Former President 1 0 None
Darrell R. Jolley, Former Chief Financial Officer 1 0 None
Don Williams, Director 1 0 None
Jerrold Handsaker, Director 1 0 None
Greg DeJong, Director 1 0 None
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Certain Relationships and Related Transactions
The Company purchased services from several entities with direct
relationships to Dwayne Fosseen, the majority stockholder of the Company. Such
payments totaled $49,885 and $32,260 for the years ended December 31, 2001 and
2000, respectively.
The Company entered into a lease with its majority stockholder for the land
on which the Company constructed a new facility. The lease provides the Company
with a buyout option upon the death of the majority stockholder at the then
unimproved fair market value. In the event the Company defaults on the payment
of any taxes or insurance or to perform any other obligation under the lease, or
voluntarily declares bankruptcy, any of which are not cured within ten days or
other reasonable time, the majority stockholder, as landlord, may terminate the
lease, requiring the Company to vacate.
On April 30, 1999, the Company entered into an agreement to acquire patents
and trademarks from a company whose stockholders have controlling ownership in
the Company for an initial price of $25,000. The patents and trademarks were
recorded as a lump-sum purchase at the affiliate's carrying value, $9,800, at
the date of purchase. The remaining $15,200 was recorded as a distribution to
stockholders. Another payment per terms of the patent purchase agreement,
$225,000, was paid in July 2000 and accounted for as a distribution to
stockholders upon the completed sale of 1,000,000 shares of stock offered to the
public. Also, the agreement provides for royalty payments in the amount of 3% of
gross sales (including product sales, service revenues, and all revenues from
sales of patent rights) for 20 years, which began November 1, 1999. This
agreement can be terminated by the seller if the Company fails to make the above
payments or becomes insolvent. From January 1 to October 31, 1999, the Company
paid royalties for the use and potential marketing of the patents to the company
that owned the patents based on 3% of sales calculated at an established unit
price ($495) and minimum quantities (40 to 80 units per month), with payments
generally made quarterly. The Company paid royalty fees to a company partially
owned by the majority stockholder of the Company for the years ended December
31, 2001 and 2000 in the amounts of $2,334 and $3,304, respectively.
8
Report of the Board of Directors Regarding Audit Issues
The Board of Directors has reviewed and discussed with management the
Company's audited financial statements as of and for the year ended December 31,
2001. The Board of Directors has also discussed with Grant Thornton LLP the
matters described in the Statement on Auditing Standards No. 61, Communication
with Audit Committees, as amended, as promulgated by the Auditing Standards
Board of the American Institute of Certified Public Accountants. The Board of
Directors has received and reviewed the written disclosures and the letter from
Grant Thornton LLP described in Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as amended, and has discussed
with Grant Thornton LLP their independence. Based on the reviews and discussions
described herein, the Board of Directors has included the audited financial
statements referred to above as an exhibit to this information statement filed
with the Securities and Exchange Commission.
Audit Fees
The aggregate fees billed during the year ended December 31, 2001 for
professional services rendered for the audit and review of (1) the Company's
annual and quarterly financial statements and (2) the Company's registrations by
Form SB-2 were $72,663.
[Balance of page left intentionally blank.]
9
OTHER MATTERS
Form 10-KSB
On April 1, 2002 the Company filed an Annual Report on Form 10-K for the
year ended December 31, 2001 with the Securities and Exchange Commission. Part
one of that report, including audited financial statements and other information
are included in the exhibits to this Information Statement.
Proposals for 2003 Annual Meeting
Any shareholder wishing to submit a proposal for inclusion in the
Information Statement for the Company's Annual Meeting in 2003 pursuant to the
shareholder proposal rules of the SEC should submit the proposal in writing to
J. Richard Relick, Secretary, Mirenco, Inc., PO Box 343, Radcliffe, Iowa 50230.
The Company must receive a proposal by March 31, 2003 in order to consider it
for inclusion in the Information Statement with respect to the 2003 annual
meeting.
In addition, the Company's By-laws require that shareholders give advance
notice and furnish certain information to the Company in order to bring a matter
of business before an annual meeting or to nominate a person for election as a
director. Any communication relating to those By-law provisions should be
directed to J. Richard Relick at the above address.
Changes in or Disagreements with Accountants
None.
Exhibits
Other information required by Rule 14a-3(b)(1) to (13) which has been filed
previously with the Securities and Exchange Commission on Forms 10-KSB or
10-QSB.
Exhibit No. Page
----------- ----
1. Audited Financial Statements for the fiscal year ended December 31, 2001 ........................ 11
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations for the fiscal year ended December 31, 2001 .......................................... 32
3. Financial Statements for the three months ended March 31, 2002 .................................. 35
4. Management's Discussion and Analysis of Financial Condition and Results of
Operations for the three months ended March 31, 2002 ............................................ 43
5. Description of Business ......................................................................... 47
10