OMNI U.S.A., INC.
7502 MESA ROAD
HOUSTON, TEXAS 77028
(713) 635-6331
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 2001
To Our Shareholders:
The Board of Directors cordially invites you to attend the 2001 Annual
Meeting of Shareholders (the "Annual Meeting") of Omni U.S.A., Inc. (the
"Company"), to be held on Wednesday, November 21, 2001, at the offices of Omni
USA, Inc., 7502 Mesa Road, Houston Texas 77028, at 10:00 a.m., Central Standard
Time, or at such time and place to which the Annual Meeting may be adjourned or
recessed, for the following purposes:
1. To elect four directors to the Board of Directors of the Company to
hold office until the 2002 Annual Meeting of Shareholders or until their
successors have been duly elected and qualified;
2. To ratify the appointment of Harper & Pearson Company as the
Company's independent auditors for the 2002 fiscal year; and
3. To act upon such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on October 1,
2001, as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Annual Meeting. Therefore, the Board of
Directors sincerely hopes you can attend the meeting in person. It is important
that your shares be represented at the Annual Meeting regardless of whether you
plan to attend. Please mark, date and sign the enclosed proxy and return it
promptly in the enclosed envelope, which requires no postage if mailed in the
United States. If you are present at the meeting, and you wish to do so, you may
revoke the proxy and vote your shares in person.
By Order of the Board of Directors,
Jeffrey K. Daniel, President
Houston, Texas
Dated: October 15, 2001
OMNI U.S.A., INC.
7502 MESA ROAD
HOUSTON, TEXAS 77028
(713) 635-6331
-----------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 2001
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Omni U.S.A., Inc., a Nevada corporation (the
"Company" or "Omni"), of the enclosed proxy (the "Proxy") to be voted at the
Company's 2001 Annual Meeting of Shareholders (the "Annual Meeting") to be held
on Wednesday, November 21, 2001, at the offices of Omni U.S.A., Inc., 7502 Mesa
Road, Houston Texas 77028, at 10:00 a.m., Central Standard Time, or at such time
and place to which the Annual Meeting may be adjourned or recessed, for the
purposes set forth in the accompanying Notice. This Proxy Statement and the
enclosed Proxy were first sent or given to the Company's shareholders on or
about October 15, 2001.
Shares can be voted at the Annual Meeting only if the holder is present
or represented by proxy. The Proxy, if properly executed on its face and
returned, will be voted (or withheld or abstained from voting) according to the
choices specified thereon. The Proxy will be voted in favor of (i) the election
of each nominee named therein, unless a choice is indicated to withhold
authority to vote for such nominee, and (ii) each proposal described therein
unless a choice is indicated to vote against or to abstain from voting on any
specific proposal. In addition, the proxy confers discretion in the persons
named in the proxy authorizing those persons to vote, in their discretion, on
any matters properly presented at the meeting. The presence, in person or by
proxy, of at least a majority of the outstanding shares of Common Stock is
required for a quorum. The election of directors and the approval of any other
matters will require the affirmative vote of the holders of a majority of the
shares of Common Stock entitled to vote and present in person or by proxy at the
Annual Meeting. In the case of shares that are present at the Annual Meeting for
quorum purposes, an abstention or not voting such shares for a particular
nominee for director (including by withholding authority on the proxy) or an
abstention on any other proposal will have the same effect as a vote against
such director or proposal; and a broker non-vote will have no effect on the
outcome of any proposals. Abstentions and broker non-votes are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business.
GENERAL INFORMATION
Every stockholder of the Company is entitled to cast, in person or by
proxy, one vote for each share of the Company's Common Stock held by such
stockholder at the close of business on October 1, 2001, the record date for the
Annual Meeting. At that date, the Company had outstanding 1,207,912 shares of
such Common Stock.
The proxy hereby solicited is revocable at any time prior to its
exercise. The proxy may be revoked in any manner permitted by law, including,
without limitation, delivery of written notice of revocation to the Secretary of
the Company, submission to the Secretary of a proxy dated later than a
previously submitted proxy, or attendance at the meeting and voting by ballot.
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The cost of preparing, assembling and mailing the proxy statement and
related material will be borne by the Company. In addition to soliciting proxies
by mail, the Company may make requests for proxies by telephone, telegraph or
messenger or by personal solicitation by officers, directors, or employees of
the Company at nominal cost to the Company. The Company will reimburse third
parties for the cost of forwarding proxy material to beneficial owners of Omni
stock.
PROPOSAL 1
ELECTION OF DIRECTORS
CURRENT DIRECTORS AND NOMINEES
The Company's Articles provide for up to seven directors who serve until the
next annual meeting of the shareholders and until their successors are elected
and shall qualify. The Board of Directors has nominated and urges you to vote
for the election of the four nominees identified below who have been nominated
to serve as directors until the next annual meeting of shareholders or until
their successors are duly elected and qualified. Each of the nominees listed
below is a member of the Company's present Board of Directors. For personal
information on each nominee director, see "MANAGEMENT," below.
If, at the time of or prior to the Annual Meeting, any of the nominees should
be unable or decline to serve, the discretionary authority provided in the proxy
may be used to vote for a substitute or substitutes designed by the Board of
Directors. The Board of Directors has no reason to believe that any substitute
nominee or nominees will be required.
The following are Omni's Nominees for Board of Directors:
Name Age Position Director Since
---- --- -------- --------------
Jeffrey K. Daniel 40 Director, President and
Chief Executive Officer January 1988
Craig L. Daniel 41 Director and
Vice President-Manufacturing December 1993
Kevin Guan 43 Director June 2001
Didi Duan 54 Director June 2001
The Board of Directors recommends that shareholders vote "For" the election
of each of the above named nominees, and proxies executed and returned will be
so voted unless contrary instructions are indicated thereon.
BOARD OF DIRECTORS
The business and affairs of the Company are managed under the direction of
the Board of Directors (the "Board"). The Board has the responsibility for
establishing broad corporate policies and for the overall performance of the
Company, rather than day-to-day operating details. Outside members of the Board
are kept informed of the Company's business by various reports and information
provided to them throughout the year and information presented at meetings of
the Board by the Company's officers and employees.
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COMMITTEES OF THE BOARD OF DIRECTORS
The Board has established two standing committees: an Audit Committee and a
Compensation Committee. Actions taken by a committee of the Board are reported
to the Board of Directors at its next meeting. The Company does not have a
Nominating Committee. The following is a brief description of the committees of
the Board of Directors and their respective principal responsibilities.
The AUDIT COMMITTEE consists of two outside directors. The members of the
Committee meet the independence and experience requirements of the National
Association of Securities Dealers (NASD) for companies quoted on the National
Association of Securities Dealers Automated Quotation market (NASDAQ). Its
primary function is to assist the Board in fulfilling its oversight
responsibilities with respect to (i) the annual financial information to be
provided to shareholders and the Securities and Exchange Commission (the "SEC");
(ii) the system of internal financial and accounting processes and controls that
Company management has established; (iii) the annual independent audit of the
Company's financial statements; and (iv) the legal compliance and ethics
programs as established by Company management and the Board. The current members
of the Audit Committee are Kevin Guan and Didi Duan. The Audit Committee met two
times in fiscal year 2001.
The COMPENSATION COMMITTEE consists of two outside directors. This committee
makes recommendations to the Board of Directors as to the salaries and annual
bonuses of the elected officers, and reviews the salaries of other senior
executives. This committee makes recommendations to the Board of Directors
regarding grants of stock options to elected and other senior executive officers
and other eligible employees. The current members of the Compensation Committee
are Kevin Guan and Didi Duan. The Compensation Committee met two times in fiscal
year 2001.
BOARD MATTERS
During the fiscal year ended June 30, 2001, the Board of Directors held 4
meetings. The Board has regularly scheduled meetings during the year and meets
at other times during the year as necessary to review significant developments
affecting the Company and to act on matters requiring Board approval. All Board
members attended substantially all meetings of the Board of Directors and of the
committees on which such director served during the fiscal year, either in
person or by telephone. At all scheduled board meetings, a quorum was met and
business transacted.
DIRECTORS COMPENSATION
Kevin Guan and Didi Duan are nominees as outside directors for the Company.
Each director of the Company who is not an employee of the Company or any
subsidiary is compensated through the issuance of 20,000 options to purchase
Common Stock for the initial year of service and 10,000 options to purchase
Common Stock for every year of service thereafter. The outside directors are
reimbursed for their expenses up to a maximum of $1,000 for attendance at each
board meeting. Jeffrey K. Daniel and Craig L. Daniel are not compensated for
their service as directors.
None of the Directors have been a participant in any proxy contest involving
any publicly traded Company within the past ten years. Each of them has agreed
to serve as a director of the Company if elected. There are no other nominees
for director.
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MANAGEMENT
EXECUTIVE OFFICERS
It is anticipated after the election of directors at the Annual Meeting that
the following persons will be named Executive Officers of the Company:
Name Age Position
---- --- --------
Jeffrey K. Daniel 40 President and Chief Executive Officer
Michael A. Zahorik 38 Executive Vice President, Chief Operating Officer,
General Counsel and Secretary
David M. Sallean 35 Chief Financial Officer
Craig L. Daniel 41 Vice President-Manufacturing
--------------------
Jeffrey K. Daniel has been an employee of Omni since 1985 and is currently the
Chief Executive Officer and President of the Company. He has a Bachelors degree
in Business Administration from the University of Colorado. He was Vice
President from 1987 until May 1994, when he was elected Chief Executive Officer
and President. Jeffrey K. Daniel is the brother of Craig L. Daniel. Jeffrey K.
Daniel has served as a director of the Company since January 1988.
Craig L. Daniel has been a full time employee of Omni since April, 1989, and is
currently Vice President-Manufacturing for the Company, Managing Director of
Omni Resources, Ltd. and General Manager of Shanghai Omni Gear Co., Ltd. Craig
L. Daniel is the brother of Jeffrey K. Daniel. Craig L. Daniel has served as a
director of the Company since December 1993.
Michael A. Zahorik joined the Company as its General Counsel in November 1994.
In June 1995, Mr. Zahorik became Vice President of the Company, and in July
1996, became Executive Vice President and Secretary of the Company. In January
1998, Mr. Zahorik became Chief Operating Officer. Mr. Zahorik has a Bachelors
degree from the University of Colorado and a Juris Doctorate from the University
of Denver. Prior to his employment with the Company, Mr. Zahorik was senior
litigation and corporate counsel for McGeady Sisneros & Wollins, P.C., in
Denver, Colorado. Mr. Zahorik is admitted to practice law in Colorado, Texas,
and other Federal districts and circuits.
David M. Sallean joined the Company as its Chief Financial Officer in March
1999. Mr. Sallean has a Bachelors degree from Southwest Texas State University
and is a Certified Public Accountant. Prior to his employment with the Company,
Mr. Sallean was employed by Stewart Title Guaranty Company from June 1988
through March 1999 and most recently as Controller of National Title Services.
Kevin Guan is currently the Managing Director of SIIC Real Estate Co., a
commercial real estate developer of projects in Hong Kong and China, (a
subsidiary of Shanghai Industrial Investment Corp.)., From February 1993 through
February 1995, Mr. Guan was the General Manager, Shanghai Wai Gao Qiao
Development Corp, in the PuDong development zone of Shanghai. Mr. Guan is a
graduate of Shanghai Jiao Tong University, and received his MBA from Shanghai
University.
Didi Duan is currently the Chief Financial Officer and Director of Jiao Tong
University's Ang Li Science and Technology Co., Ltd., a specialty pharmaceutical
processor in the Chinese and East Asian markets. From January 1986 to February
1997, Ms. Duan was the Chief Financial Officer of Dong Feng Automotive Truck
manufacturing Division, vertically manufacturing 15-40 Ton trucks for the
Chinese market. Ms. Duan received her graduate of Wuhan University in Hubei, and
is a Chinese CPA in Shanghai, under the accounting rules in China.
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COMPENSATION OF MANAGEMENT
Neither Jeffrey K. Daniel, Craig L. Daniel, Michael A. Zahorik nor David
Sallean are parties to any employment contract that is not terminable at will or
which entitles them to bonuses or payments upon change of control, termination
of employment or the like.
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid to the Company's executive officers in each of the three most recent fiscal
years:
Annual Compensation Long Term Compensation
---------------------------------------------------------------------------------
Awards Payouts
------------------------------------------
Restricted Securities
Name and Other Annual Stock Underlying All Other
Position Year Salary Bonus Compensation Awards Options/SARs Payouts Compensation
-------------------------------------------------------------------------------------------------------------------------------
Jeffrey K. Daniel
President & CEO 1999 $ 76,500 - - - - - -
2000 130,000 - - - - - -
2001 130,000 - - - - - -
Craig L. Daniel
Vice President- 1999 76,500 - - - - - -
Manufacturing 2000 85,000 - - - - - -
2001 85,000 - - - - - -
Michael A. Zahorik
Executive Vice 1999 73,250 - - - - - -
President, COO & 2000 85,000 - - - - - -
Gen. Counsel 2001 85,000 - - - - - -
David M. Sallean
CFO 1999 70,000 - - - 10,000 * - -
2000 85,000 - - - 10,000 ** - -
2001 85,000 - - - - - -
No other executive officer's salary or bonus exceeded $100,000 for the three
most recent fiscal years ended June 30, 2000.
---------------------------
* On March 8, 1999, under the 1996 ISOP, David M. Sallean was granted options to
purchase 10,000 shares of Common Stock. These grants are at an exercise price of
$3.564 and vest 100% three (3) years from date of grant. See "STOCK OPTION
PLANS" below.
** On February 24, 2000, under the 1996 ISOP, David M. Sallean was granted
options to purchase 10,000 shares of Common Stock. These grants are at an
exercise price of $3.1875 and vest 100% three (3) years from date of grant. See
"STOCK OPTION PLANS" below.
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OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of Securities Percent of Total Options/ Exercise
Underlying Options/ SARs Granted to Employees or Base Expiration
Name SARs Granted in Fiscal Year Price Date
---- ------------ -------------- ----- ----
Jeffrey K. Daniel
President & CEO -0- N/A N/A N/A
Craig L. Daniel
Vice President-
Manufacturing -0- N/A N/A N/A
Michael A. Zahorik
Exec. Vice President, Chief
Operating Officer & General
Counsel -0- N/A N/A N/A
David M. Sallean
Chief Financial Officer -0- N/A N/A N/A
---------------------------
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
Value of Unexercised
Number of Unexercised in-the-money Options/
Shares Acquired Value Options/SARs at FY-End SARs at FY-End Name
on Exercise Realized (1) Exercisable/Unexercisable (2)Exercisable/Unexercisable
----------- -------- ----------------------------- ----------------------------
Jeffrey K. Daniel
President & CEO N/A N/A 98,667 $0
98,667/0 $0/$0
Craig L. Daniel
Vice President-
Manufacturing N/A N/A 98,667 $0
98,667/0 $0/$0
Michael A. Zahorik
Exec. Vice President, COO
& General Counsel N/A N/A 46,000 $0
46,000/0 $0/$0
David M. Sallean
Chief Financial Officer N/A N/A 20,000 $0
0/20,000 $0/$0
------------------------
N/A Not applicable. No options were exercised during the fiscal year ended June
30, 2001.
(1) Indicates number of options exercisable and unexercisable as of
June 30, 2001.
(2) Based upon closing price of Common stock at June 30, 2001 of $1.30.
STOCK OPTION PLANS
The Company maintains a 1994 Non-Qualified Stock Option Plan
(the "1994 NQSOP") and a 1996 Incentive Stock Option Plan (the "1996 ISOP"). The
NQSOP covers 200,000 shares of Common Stock and the 1996 ISOP covers 300,000
shares of Common Stock after the reverse split (See Note 2). The purpose of the
NQSOP and 1996 ISOP, under the discretion of the Company's board of directors,
is to offer eligible employees of the Company and its subsidiaries an
opportunity to acquire or increase their proprietary interests in the Company
and provide additional incentive to contribute to its performance and growth.
The options have been disclosed effective the reverse stock split as discussed
in Note 2 of the footnotes to the financial statements.
On June 6, 1997, the Board, upon recommendation from the Compensation
Committee, repriced all options granted and existing to current Company
employees under the 1996 ISOP and NQSOP from $12.00 per share to $3.00 per
share. The repriced options vest 50% twelve (12) months from date of grant and
50% twenty-four (24) months from date of grant.
On June 6, 1997, the Board, upon recommendation of the Compensation
Committee, granted options to purchase 45,333 shares of Common Stock at $3.00
per share to each Jeffrey K. Daniel and Craig L Daniel, and granted options to
purchase 22,667 shares of Common Stock at $3.00 per share to Michael A. Zahorik,
all such options to vest three (3) years from date of grant.
On January 25, 1999, the Board, under the NQSOP, granted 3,333 options
to purchase Company Common Stock at $4.875 per share to James L. Davis, John F.
Lillicrop, and W. Wayne Patterson. All director options were immediately vested.
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On January 3, 2000, the Board, under the NQSOP, granted 3,333 options
to purchase Company Common Stock at $3.564 per share to James L. Davis, John F.
Lillicrop, and W. Wayne Patterson. All director options were immediately vested.
On March 8, 1999, under the 1996 ISOP, David M. Sallean was granted
options to purchase 10,000 shares of Common Stock at an exercise price of
$3.564, vesting 100% three (3) years from date of grant.
On February 24, 2000, under the 1996 ISOP, David M. Sallean was granted
options to purchase 10,000 shares of Common Stock at an exercise price of
$3.1875, vesting 100% three (3) years from date of grant.
The following table provides repricing information for options held by
the Company's five most highly compensated executive officers. The repricing was
implemented in 1997 on the recommendation of the Compensation Committee to
conform the options to prevailing market prices and provide an incentive for
which the options were designed.
TEN-YEAR OPTIONS/SAR REPRICINGS
Number of Length
Securities Market Exercise of Original
Underlying Price of Stock Price of Stock Option Term
Options/SARs at Time of at Time of New Remaining at
Repriced or Repricing or Repricing or Exercise Date of
Name Date Amended Amendment Amendment Price Repricing
---- ---- ------- --------- --------- ----- ---------
Jeffrey K. Daniel 6/6/97 53,334 $2.25 $12.00 $3.00 9 years
Craig L. Daniel 6/6/97 53,334 $2.25 $12.00 $3.00 9 years
Michael A. Zahorik 6/6/97 23,334 $2.25 $12.00 $3.00 9 years
COMPENSATION COMMITTEE REPORT ON REPRICING OF OPTIONS
The repricing reflected in the above table was implemented in 1996 on the
recommendation of the Compensation Committee in place at that time to conform
the options to prevailing market prices and provide an incentive for which the
options were designed.
OTHER COMPENSATION
The Company has paid no bonuses to its executive officers. The Company has
a group medical plan that provides medical and hospital benefits and term life
insurance to its employees, including its officers, at no cost to the employee.
Jeffrey K. Daniel and Craig L. Daniel are not compensated as directors.
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SECURITY OWNERSHIP
CAPITALIZATION
The Company's currently authorized equity securities are as follows:
(i) 50,000,000 shares of Common Stock, par value $.004995 per share (see Note
2), (ii) 454,258 Class B Common Stock Purchase Warrants ("Class B Warrants"). As
of September 1, 2001, the Company had outstanding 1,227,079 shares of Common
Stock, and Class B Warrants to purchase 166,667 shares of Common Stock.
Class B Warrants. There are 166,667 Class B Warrants to purchase Common
Stock. The Class B Series 1 Warrants, which were exercisable by the holder
therof at any time between 90 days after issuance and March 15, 2001, at $6.00
per share, expired on March 15, 2001. None of these Class B Warrants were
exercised. The 166,667 Class B Series 2 Warrants issued to PACCAR, Inc. may be
exercised at any time and expire July 1, 2009 (see Note 4 in the footnotes to
the financial statements).
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of the close of business on June 30,
2001, by each person who is known to the Company to be a beneficial owner of 5%
or more of the Common Stock, by each current and Nominee director, and by all
directors and executive officers as a group.
Amount and Nature
Of Beneficial
Name and Address of Beneficial Owner Ownership Percent of Class(1)
------------------------------------ --------- ----------------
Edward L. Daniel (3) 175,689 14.6%
Joan J. Daniel (3) 175,689 14.6%
PACCAR, Inc. (8) 166,667 12.1%
Craig L. Daniel(2)(5) 134,837 8.3%
Jeffrey K. Daniel (2)(4) 116,561 7.2%
Michael A. Zahorik (2)(6) 65,151 4.0%
David M. Sallean (2)(7) 2,834 *
Executive Officers and Directors as a Group 319,383 26.0%
* less than 1% of the total number of shares outstanding
(1) Based upon 1,227,079 shares of Common Stock outstanding as of June 30,
2001.
(2) The address for all officers is 7502 Mesa Road, Houston, Texas 77028.
(3) Includes 125,000 shares each subject to certain conditions and
limitations set forth in the Registration Rights Agreement (see Exhibit
10.11). The address for such beneficial owner is 2476 Bolsover, #626,
Houston, Texas 77005.
(4) Includes 98,667 shares purchasable under options exercisable within 60
days at $3.00 per share and 1,255 shares held in street name and 257
shares held of record by the Jeffrey K. Daniel Individual Retirement
Account, a self-directed IRA and 4,129 shares purchased through the
Company's 401(k) plan.
(5) Includes 98,667 shares purchasable under options exercisable within 60
days at $3.00 per share and 2,267 shares held of record by the Craig L.
Daniel Individual Retirement Account, a self-directed IRA.
(6) Includes 46,000 shares purchasable under options exercisable within 60
days at $3.00 per share and 7,300 shares held of record by the Michael
A. Zahorik Individual Retirement Account, a self-directed IRA and 4,018
shares purchased through the Company's 401(k) plan.
(7) Includes 2,834 shares held of record by the David M. Sallean Individual
Retirement Account, a self-directed IRA.
(8) Includes 166,667 shares purchasable under Class B Warrants exercisable
within 60 days at $6.00 per share and expire July 1, 2009. The address
of such beneficial owner is 777 106th Avenue NE, Bellevue, WA 98004.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports with the
Securities and Exchange Commission relating to transactions and holdings in the
Company Common Stock. Based solely on a review of Forms 3, 4 and 5 and
amendments thereto furnished to the Company during the most recent fiscal year,
the Company is not aware of any failure to file such forms on a timely basis.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF PRINCIPAL AUDITORS
The Board of Directors has appointed Harper & Pearson Company ("Harper &
Pearson") as the Company's independent auditors to examine the Company's
financial statements for the fiscal year ending June 30, 2002, subject to the
ratification of such selection by the shareholders at the Annual Meeting. Harper
& Pearson has acted as the Company's independent auditors since November 1993
and audited the Company's financial statements for the year ended June 30, 2000,
which are included as part of the Company's Annual Report on Form 10-KSB
delivered with this Proxy Statement.
The Board of Directors recommends that the shareholders vote the ratification
of the selection of Harper & Pearson as the independent auditors of the Company
for the fiscal year ending June 30, 2002. The affirmative vote of a majority of
the shares of Common Stock present in person or by proxy is necessary for
ratification. Ratification is not required nor does it prevent the Board from
selecting different auditors; however, the Board is submitting this matter to
the shareholders in order to enhance their participation in this aspect of the
Company's affairs. If the shareholders do not ratify the selection of Harper &
Pearson as the Company's independent auditors, the Board will reconsider the
selection.
Representatives of Harper & Pearson are not expected to attend the Annual
Meeting.
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STOCKHOLDER PROPOSALS AND OTHER MATTERS
SHAREHOLDER PROPOSALS
Shareholder proposals intended for inclusion in the proxy statement for the next
Annual Meeting must be received by the Company by March 31, 2002, and should be
sent to Michael A. Zahorik, Secretary of the Company, at the address stated on
the first page of this proxy statement.
As of the date of this proxy statement, the Board of Directors of Omni knows of
no matter, other than the election of directors, and the ratification of the
selection of independent public accountants, to come before the meeting. If any
other matter should properly come before the meeting, it is the intention of the
persons named on the accompanying form of proxy to vote such proxy in accordance
with their judgment in such matter.
By order of the Board of Directors,
JEFFREY K. DANIEL
President and Chief Executive Officer
Dated: October 15, 2001
A COPY OF THE OMNI U.S.A., INC. ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL
STATEMENTS SCHEDULES, IS AVAILABLE WITHOUT CHARGE TO INTERESTED SECURITY HOLDERS
UPON WRITTEN REQUEST. THE COMPANY WILL FURNISH ANY EXHIBIT DESCRIBED IN THE LIST
ACCOMPANYING SUCH REPORT TO ANY SUCH PERSON ON REQUEST UPON PAYMENT OF
REASONABLE FEES RELATING TO THE COMPANY'S FURNISHING SUCH EXHIBITS. PLEASE
DIRECT INQUIRIES TO INVESTOR RELATIONS, OMNI U.S.A., INC., 7502 MESA ROAD,
HOUSTON, TEXAS 77028.
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YOUR PROXY IS IMPORTANT, PLEASE SIGN AND MAIL IT TODAY.
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