INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [ X ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ X ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ENERTECK CORPORATION
(Name of Registrant as Specified in Its Charter)
EnerTeck Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid: N/A
(2) Form, schedule or registration statement no.: N/A
(3) Filing party: N/A
(4) Date filed: N/A
ENERTECK CORPORATION
10701 Corporate Drive, Suite 150
Stafford, Texas 77477
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 30, 2004
To the Stockholders:
PLEASE TAKE NOTICE that the Annual Meeting of Stockholders (the "Annual
Meeting") of EnerTeck Corporation (the "Company") will be held on June 30, 2004,
at 9:00 a.m., local time, at the principal executive offices of the Company,
10701 Corporate Drive, Suite 150, Stafford, Texas 77477, for the following
purposes:
1. To elect four Directors to serve as the Board of Directors of the
Company until the next Annual Meeting of Stockholders and until their successors
shall be elected and shall qualify;
2. To ratify the selection of Malone & Bailey, PLLC, to serve as
independent auditors for the Company for the fiscal year ending December 31,
2004; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The close of business on May 20, 2004 has been fixed as the record date
for determining stockholders entitled to receive notice of and to vote at the
Annual Meeting and at any adjournment thereof.
Your attention is called to the proxy statement on the following pages.
We hope that you will attend the Annual Meeting. If you do not plan to attend,
please sign, date and mail the enclosed proxy card in the enclosed envelope,
which requires no postage if mailed in the United States.
By Order of the Board of Directors,
Dwaine Reese,
Chairman of the Board
Stafford, Texas
June 4, 2004
ENERTECK CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 30, 2004
-----------------------------
INTRODUCTION
This Proxy Statement is being furnished to stockholders of EnerTeck
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board of
Directors") for use at a Annual Meeting of Stockholders of the Company to be
held on June 30, 2004, at 9:00 a.m., local time, at the principal executive
offices of the Company, 10701 Corporate Drive, Suite 150, Stafford, Texas 77477,
and at any adjournment thereof (the "Annual Meeting").
The Board has fixed the close of business on May 20, 2004 as the record
date for the determination of stockholders entitled to receive notice of, and
vote at, the Annual Meeting (the "Record Date"). Accordingly, only stockholders
of record on the books of the Company at the close of business on the Record
Date will be entitled to vote at the Annual Meeting. On the Record Date, the
Company had outstanding approximately 7,793,025 shares of Common Stock, $.001
par value per share (the "Common Stock") which are the only outstanding voting
securities of the Company. On all matters, each share of Common Stock is
entitled to one vote.
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, officers, directors and other employees of the
Company may solicit proxies by personal contact, telephone, facsimile or other
electronic means without additional compensation. This Proxy Statement and the
accompanying proxy card are first being mailed to stockholders on or about June
4, 2004.
Proxies in the accompanying form which are properly executed, duly
returned and not revoked, will be voted in accordance with the instructions
thereon. If no instructions are indicated thereon, proxies will be voted FOR all
matters listed in the Notice of Annual Meeting of Stockholders and in accordance
with the discretion of the person(s) voting the proxies with respect to all
other matters properly presented at the Annual Meeting. Execution of a proxy
will not prevent a stockholder from attending the Annual Meeting and voting in
person. Any stockholder giving a proxy may revoke it at any time before it is
voted by delivering to the Secretary of the Company written notice of revocation
bearing a later date than the proxy, by delivering a later-dated proxy, or by
voting in person at the Annual Meeting. Attendance at the Annual Meeting will
not, in and of itself, constitute revocation of a proxy. The holders of a
majority of the shares of Common Stock outstanding and entitled to vote as of
the Record Date, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at the Annual Meeting. A plurality of the
votes cast at the Annual Meeting will be required for the election of directors.
The ratification of the selection of Malone & Bailey, PLLC as independent
auditors requires the affirmative vote of a majority of the votes cast at such
meeting. If a stockholder, present in person or represented by proxy, abstains
on any matter, the stockholder's shares will not be voted on such matter. Thus,
an abstention from voting on a matter has the same legal effect as a vote
"against" the matter, even though the stockholder may interpret such action
differently.
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the stock ownership of each of the
Company's directors and officers, individually and as a group, and each
beneficial owner of greater than 5% of the outstanding shares of the Company, as
of the Record Date.
1
Name and Address of Amount and Nature
Beneficial Owner Title of Class of Beneficial Ownership Percent of Class
- ------------------- -------------- ----------------------- ---------------
Dwaine Reese (1) Common 1,225,000 15.7%
206 Country Creek Way
Richmond, Texas 77469
Parrish B. Ketchmark (1)(2) Common 1,180,000 13.2%
75 Oak Street
Norwood, NJ 07648
James J. Mullen (1)(3) Common 100,000 1.3%
802 Campodolcino Drive
Corpus Christi, Texas 78414
Leon van Kraayenburg (1)(4) Common 200,000 2.5%
14826 Cedar Point Drive
Houston, TX 77070
Stan Crow Common 605,500 7.8%
1410 Andover
Livingston, Texas 77351
Leo Long Common 1,010,000 (6) 12.9%
14600 W. 107th Street
Lenexa, KS 66215
John Russell (5) Common 1,010,000 (6) 12.9%
116 A Main Street
Tiburon, CA 94920
All directors and
executive officers
as a group (4 persons) Common 2,705,000 29.2%
(1) Holds these positions (officer and/or director) with the Company.
(2) This includes the shares underlying the warrant that has issued to an
affiliate of this shareholder, Parrish Brian Partners, Inc., to purchase
1,180,000 shares of the Company's common stock for $1.00 per share. The percent
of class assumes the exercise of this shareholder's warrants only.
(3) This includes the shares underlying the warrant that has issued to this
shareholder in connection with his consulting agreement. This is a warrant to
purchase 100,000 shares at $1.20 per share. The percent of class assumes the
exercise of this shareholder's warrants only.
(4) This includes the shares underlying the warrant that has been issued to this
shareholder in connection with his employment agreement. This is a warrant to
purchase 200,000 shares at $1.20 per share. The percent of class assumes the
exercise of this shareholder's warrants only.
(5) This individual's common stock holdings are comprised of shares owned by his
affiliates as follows: Park City Investors, LP (400,000 shares), Carlsbad
Industrial Association, LP (200,000 shares) and The Sherman Family Partners, LP
(400,000). Mr. Russell controls all of these entities.
(6) This includes shares underlying a warrant that has been issued to this
shareholder to purchase 10,000 shares at $1.00 per share. The percent of class
assumes the exercise of this shareholder's warrants only.
2
All such shares are owned beneficially and of record, there are no
additional shares known to the Company for which the listed beneficial owner has
the right to acquire beneficial ownership as specified in Rule 13D-3(d)(1) of
the Exchange Act.
ELECTION OF DIRECTORS
A Board of Directors consisting of four members is to be elected by the
stockholders, to hold office until the next Annual Meeting of Stockholders and
until their successors are duly elected and qualify.
Unless authority is withheld, it is intended that proxies will be voted
for the election of the four nominees below, three of whom are currently serving
as directors. The Board of Directors does not contemplate that any of these
nominees will be unable or will decline to serve. However, if any of them is
unable or declines to serve, the persons named in the accompanying proxy may
vote for another person or persons in their discretion.
Information Concerning Nominees
The following table sets forth certain information with respect to the
four nominees for election to the Board of Directors.
Present Position Has Served as
Name Age and Offices Director Since
Dwaine Reese 61 Chairman of the 2003
Board, Chief Executive
Officer and Director
Parrish B. Ketchmark 38 President and Director 2003
James J. Mullen 69 Director 2003
Leon Van Kraayenburg 48 Executive Vice President --
and Chief Financial Officer
DWAINE REESE. Mr. Reese has been the Chairman of the Board and the
Company's Chief Executive Officer of EnerTeck Chemical Corp., the Company's
wholly-owned subsidiary ("EnerTeck Sub") since 2000 and of the Company since
2003. From approximately 1975 to 2000, Mr. Reese held various executive,
management, sales and marketing positions in the refining and specialty chemical
business with Nalco Chemical Corporation and later Nalco/Exxon Energy Chemicals,
LP. In 2000, he founded EnerTeck Chemical Corp., and has been its President and
Chief Executive Officer since that time. Mr. Reese has been and will continue to
devote his full-time to the Company's business. Mr. Reese has B.S. degree in
Biology and Chemistry from Lamar University and a M.S. degree in Chemistry from
Highland New Mexico University.
PARRISH B. KETCHMARK. Mr. Ketchmark has been the Company's President
and a Director since May 15, 2003. He has over 14 years experience in the
business development and financing of small, emerging businesses. He is the
founder, President and Chairman of the Board of Parrish Brian Partners, Inc., a
venture capital business incubation firm, in operation since 2000. In addition,
Mr. Ketchmark is the President of Parrish Brian & Co., Inc., an asset
management, and investment and merchant-banking firm founded in 1995. From 1997
to 1999, Mr. Ketchmark served as the Secretary, Treasurer and a Director of
World Cyberlinks Corp. From 1993 to 1995, Mr. Ketchmark served as the President
of Performance Capital Corporation, an investment firm that managed and serviced
a portfolio of investments in early stage growth companies. Prior to 1993, Mr.
Ketchmark was employed as a Vice President at American Network Capital
Corporation, a financial public relations firm, where he was responsible for
investor relations and the financing of emerging companies. Mr. Ketchmark has
attended Bernard Baruch College and Fordham University, and has studied finance
and investments at Penn State University. He served in the U.S. Marine Corps
from 1984 until his honorable discharge in 1989 attaining the rank of Sergeant.
Mr. Ketchmark will devote such time to the Company's business as he believes is
necessary for it to be successful.
3
JAMES J. MULLEN. Mr. Mullen was the Company's Executive Vice President
- - General Counsel, Secretary and a Director in 2003. He remains a Director only.
He has over 40 years of legal experience primarily in the areas of intellectual
property rights (patents and trademarks), trade regulation, business law,
environmental matters, product liability and litigation. Since 1992, Mr. Mullen
has been General Patent Counsel -Intellectual Property for Celanese Ltd. Mr.
Mullen will continue this relationship with Celanese, until such time that he
can be compensated at a level commensurate with full-time employment. Until such
time, Mr. Mullen will devote, as much of his time to the Company's business as
he believes is necessary for it to be successful. Mr. Mullen has his J.D. degree
from Texas A &M University Law Center/South Texas College of Law, and a B.Ch.E.
from Georgia Technical Institute.
LEON VAN KRAAYENBURG. Mr. van Kraayenburg is the Company's Executive
Vice President - Finance, who has over 20 years of financial corporate
reporting, tax, finance and treasury experience, serving the private and public
sector. From 1993 until 1999, he served as Manager of Corporate Reporting for
the U.S. holding companies of BTR, Plc., a UK public reporting company and BTR
Nylex Ltd., an Australian public reporting company. During 1998, he managed the
consolidation of the Amatek Holdings Group, a division of BTR Nylex, Ltd., a
reporting entity comprising of over 60 companies and $900 million (USD) in
revenues. He first served as the Chief Financial Officer and Treasurer of
Westlake Styrene Corporation, with total assets of over $120 million (USD), a
wholly owned subsidiary of BTR Nylex Ltd. before he joined corporate BTR Plc.
Mr. van Kraayenburg is a graduate of Witwatersrand College in South Africa.
OTHER OFFICERS AND SIGNIFICANT EMPLOYEES
V. PATRICK KEATING. Mr. Keating is an Executive Vice President -
Business Development of EnerTeck Sub only. Mr. Keating has approximately twenty-
eight years of refining/petrochemical management experience with fully
integrated oil companies. For the most recent five years, he has been engaged in
the management of start-up refining and petrochemical ventures. He is the
founder and Chief Executive Officer of WaxTech International, Inc., a firm that
has in the past provided consulting and sales services to EnerTeck Sub. Although
Mr. Keating intends to devote substantially all of his business time to the
Company's business operations, he will still maintain his position with WaxTech.
Mr. Keating has a B.S. Degree in Chemical Engineering from McNeese State
University.
ROY K. STERN. Mr. Stern is the Vice President - Fleet Sales (USA) of
EnerTeck Sub only. He has over 30 years experience in transportation, real
estate and facilities logistics management. Most recently, from 1996 until 2002,
he was Director of Purchasing and Fuel Management for Consolidated Freightways,
a national trucking firm that filed for Chapter 11-bankruptcy protection in 2002
and is currently in liquidation. Mr. Stern has a B.S. degree in Biology from the
University of Wisconsin and an M.B.A. degree in Finance /Management from
Redlands College.
FAMILY RELATIONSHIPS
There are no familial relationships between the Directors or between
the Directors and the Officers.
4
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the knowledge of the Company, none of the officers or directors has
been personally involved in any bankruptcy or insolvency proceedings. To the
knowledge of the Company, none of the directors or officers have been convicted
in any criminal proceedings (excluding traffic violations and other minor
offenses) or are the subject of a criminal proceeding which is presently
pending, nor have such persons been the subject of any order, judgment, or
decree of any court of competent jurisdiction, permanently or temporarily
enjoining them from acting as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director or insurance company,
or from engaging in or continuing in any conduct or practice in connection with
any such activity or in connection with the purchase or sale of any security,
nor were any of such persons the subject of a federal or state authority barring
or suspending, for more than 60 days, the right of such person to be engaged in
any such activity, which order has not been reversed or suspended.
AUDIT COMMITTEE FINANCIAL EXPERT
The Company's Board of Directors has not yet designated an Audit
Committee expert.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. To the best of the Company's knowledge, none of the directors, executive
officers or 10% stockholders have complied with all Section 16(a) filing
requirements applicable to them during the Company's fiscal year ended December
31, 2003. However, and although such filings have not been completed prior
hereto, the Company understands that each of the directors, executive officers
and 10% stockholders are in the process of preparing such reports and intend to
make all requisite Exchange Act filings as promptly as possible.
CODE OF ETHICS
The Company's Board of Directors has been considering adoption of a
Code of Ethics to be applicable to its Chief Executive Officer and senior
financial executives. The Code of Ethics will be designed to deter wrong-doing
and promote honest and ethical behavior, full, fair, timely, accurate and
understandable disclosure, and compliance with applicable laws. The Board
anticipates it will adopt the Code of Ethics during the current fiscal year.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to
its Chief Executive Officer whose total annual salary and bonus exceeded
$100,000 during the past three calendar years. Except as set forth below, no
other officer or Executive Officer of the Company received compensation in
excess of $100,000 during the past three calendar years. However, three of the
Company's employees are currently being compensated at a rate in excess of
$100,000 per year. They are Leon van Kraayenburg, Debbie Tenney and Roy Stern
who received $24,000, $45,000 and $110,000 during the year in salary,
respectively and who received $470,000, $235,000 and $235,000 respectively as
non cash compensation in the form of equity. All of this information includes
the dollar value of base salaries, bonus awards and number of stock options
granted, and certain other compensation, if any.
5
Summary Compensation Table
COMPENSATION IN
NAME AND PRINCIPAL FISCAL THE FORM
POSITION YEAR SALARY($) BONUS($) OF EQUITY ($)
- --------- ---- --------- -------- --------------
Dwaine Reese 2001 $125,000 0 0
Chief Executive Officer 2002 $150,000 0 $420,000 (2)
Chairman (1) 2003 $150,000 0 $490,000 (3)
(1) Mr. Reese has served in these positions with both companies since shortly
after EnerTeck Sub was acquired on January 9, 2003. Prior thereto, from EnerTeck
Sub's inception on November 29, 2000, Mr. Reese served as the President and
Chief Executive Officer of EnerTeck Sub. The compensation that is indicated here
is his compensation from EnerTeck Sub for the periods indicated as its officer
and director.
(2) In September 2002, EnerTeck issued 420,000 shares of its common stock to Mr.
Reese. This issuance was valued at a $1.00 per share as non-cash compensation in
2002.
(3) During the quarter ended June 30, 2003 EnerTeck issued options to Mr. Reese
to acquire 1,000,000 shares of its common stock at an exercise rice of $.001 per
share resulting in $490,000 of non cash compensation in 2003.
On September 2, 2003, the Company's shareholders approved an employee
stock option plan authorizing the issuance of options to purchase up to
1,000,000 shares of its common stock. This plan is intended to give the Company
greater ability to attract, retain, and motivate officers, key employees,
directors and consultants; and is intended to provide the Company with the
ability to provide incentives more directly linked to the success of the
Company's business and increases in shareholder value. To date no options have
been issued under the plan.
In addition to the stock option plan, all of the officers and
significant employees (or their affiliates) have been issued warrants to
purchase shares of the Company's common stock. (See "Transactions with
Management and Others" below). To date, 1,000,000 of these previously issued
warrants to purchase the Company's common stock have been exercised, and the
Company has received $10,000 in net proceeds from these exercised warrants.
EMPLOYMENT AGREEMENTS - EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES
All of the officers and key employees, with the exception of Mr.
Ketchmark and Mr. Mullen, have entered into employment agreements. Mr. Ketchmark
is acting as the president of the Company and its subsidiary pursuant to a May
15, 2003 amendment to the January 9, 2003 consulting agreement between his firm,
Parrish Brian Partners, Inc and us. Through December 31, 2003, he was
compensated on a consulting basis at the rate of $72,000 per year. Mr. Mullen
has a consulting agreement with both the Company and EnerTeck Sub. He was also
compensated at the rate of $72,000 per year. His agreement terminates on January
14, 2004, and will not be renewed. All of the remaining officers and significant
employees have entered into employment agreements with both the parent company
and its subsidiary except Messrs. Keating and Stern who have employment
agreements with the subsidiary only. All employment agreements contain
non-compete provisions. The Reese and Stern agreements call for compensation at
the rate of $150,000 and $110,000 per year, respectively. The remaining officers
and key employees' agreements call for compensation at the rate of $72,000 per
year. In addition, Mr. Stern receives a 1% on sales that he generates.
6
REMUNERATION OF DIRECTORS
The Directors, who are also officers of the Company, receive no
additional compensation for serving on the Board of Directors, other than
reimbursement of reasonable expenses incurred in attending meetings.
OPTIONS, WARRANTS OR RIGHTS
The Company has no outstanding options or rights to purchase any of its
securities. However, it does have outstanding warrants to purchase up to
3,025,650 shares of its common stock. (See "Transactions with Management and
Others" below).
INDEBTEDNESS OF MANAGEMENT
No member of management was indebted to the Company during its last
fiscal year.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
On June 1, 2003, Dwaine Reese, the Company's principal shareholder,
Chairman and Chief Executive Officer, was issued a warrant to purchase 1,000,000
shares of the Company's restricted common stock at $.001 per share or $10,000 in
connection with his employment agreement. Mr. Reese exercised his option during
December 2003. In addition, another warrant to purchase 498,150 of restricted
shares at $1.20 per share or $597,780 was issued to Allan F. Dow and Associates,
a management consulting firm for consulting services rendered to EnerTeck Sub.
J.D. McGraw, a consultant who previously rendered services to us, was also
issued a warrant to purchase 150,000 shares of the Company's restricted common
stock at $1.20 per share or $180,000. Similarly, another warrant to purchase
175,000 shares of its restricted common stock at $1.20 per share or $210,000 was
issued to WaxTech International, Inc. in consideration for services also
rendered to EnerTeck Sub. V. Patrick Keating, a significant employee of EnerTeck
Sub, is a principal of WaxTech.
The Company's president, Parrish B. Ketchmark, is presently compensated
on a consulting basis through his firm, Parrish Brian Partners, Inc.
("Partners"). Prior to him becoming president on May 15, 2003, the Company
entered into a January 9, 2003 financial consulting and business development
agreement with Partners, an affiliate to Mr. Ketchmark. He is providing his
services as president pursuant to a May 15, 2003 amendment to this consulting
agreement. In connection with this agreement, the Company issued a warrant to
Partners to purchase 1,500,000 shares of its common stock at $1.00 per share or
$1,500,000 and are paying Mr. Ketchmark for services rendered at the rate of
$6,000 per month or $72,000 per year. For the year ending December 31, 2003, he
has been paid a total of $48,000. In addition, on January 9, 2003, 500,000
shares of the Company's common stock was issued to Parrish Brian & Co., Inc., an
affiliate of Mr. Ketchmark and Parrish Brian Partners, Inc., for business,
financial and marketing services previously rendered to EnerTeck Sub before it
was acquired.
In addition to the above, warrants to purchase the Company's common
stock have been issued to the following officers and employees as follows:
o Leon van Kraayenburg - a warrant to purchase 200,000 shares at
$1.20 per share.
o James J. Mullen - a warrant to purchase 100,000 shares at
$1.20 per share.
o Roy Stern - a warrant to purchase 100,000 shares at $1.20 per
share.
o Deborah Tenney - a warrant to purchase 100,000 shares at $1.20
per share.
7
Management considers the terms of the foregoing warrant transactions to
be fair and reasonable to the respective parties involved. With the exception of
the warrant transaction with the Company's principal shareholder and Chairman,
Dwaine Reese, all warrant issuances, including exercise prices, were the result
of arms length negotiations between the parties. Since the shares underlying the
warrants were restricted at the time of the negotiation and the subsequent
grants, the price of the publicly traded shares was not relevant, and their fair
market value could not be determined. Regarding the warrants issued to Mr.
Reese, as the Company's founder, Chairman and principal shareholder, he was
rewarded accordingly, i.e., with a lower warrant exercise price and a warrant to
purchase a greater number of shares. Although it was not an arms length
transaction, considering Mr. Reese's perceived value to the Company, management
believes that it is fair and in its best interests.
On November 24, 2003, the Company effected a one from 10 reverse stock
split and a change of domicile merger whereby it changed its name from Gold Bond
Resources, Inc. to EnerTeck Corporation and its state of domicile from the State
of Washington to the State of Delaware. All references to shares contained
herein give effect to the aforementioned reverse common stock split as if it had
occurred previously to the transactions cited.
MATERIAL PROCEEDINGS
There are no material proceedings to which any director, officer or
affiliate of the Company, any owner of record or beneficially of more than five
percent of any class of voting securities of the Company, or any associate of
any such director, officer, affiliate of the Company, or security holder is a
party adverse to the Company or any if its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries.
ADDITIONAL INFORMATION
During the year ended December 31, 2003, the Board of Directors of the
Company held four formal meetings. In addition, the Board of Directors took
action by unanimous written consent and met informally on other occasions during
the period. Each of the incumbent directors was in attendance at all meetings of
the Board of Directors during 2003.
SELECTION OF AUDITORS
The Board of Directors has appointed Malone & Bailey, PLLC as the
Company's independent auditors for the year ending December 31, 2004, subject to
ratification by the Company's stockholders. Malone & Bailey, PLLC has audited
the financial statements of the Company since 2003. It is expected that a
representative of Malone & Bailey, PLLC will be present at the Annual Meeting,
with the opportunity to make a statement if he or she desires to do so, and will
be available to respond to appropriate questions. The Board of Directors
recommends that the stockholders ratify the selection of Malone & Bailey, PLLC,
as the Company"s independent auditors by voting for this proposal.
The following is a summary of the fees billed to us by the principal
accountants to the Company for professional services rendered for the fiscal
years ended December 31, 2003 and 2002:
Fiscal 2003 Fiscal 2002
Fee Category Fees Fees
Audit Fees $20,800 $5,000
Audit Related Fees $0 $0
Tax Fees $0 $0
All Other Fees $0 $0
------- ------
Total Fees $20,800 $5,000
8
Audit Fees. Consists of fees billed for professional services rendered
for the audit of our financial statements and review of interim consolidated
financial statements included in quarterly reports and services that are
normally provided by the principal accountants in connection with statutory and
regulatory filings or engagements.
Audit Related Fees. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of our consolidated financial statements and are not reported under "Audit
Fees".
Tax Fees. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. These services include preparation of
federal and state income tax returns.
All Other Fees. Consists of fees for product and services other than
the services reported above.
PRE-APPROVAL POLICIES AND PROCEDURES
Prior to engaging its accountants to perform a particular service, the
Company's Board of Directors obtains an estimate for the service to be
performed. All of the services described above were approved by the Board of
Directors in accordance with its procedures.
STOCKHOLDERS' PROPOSALS
Any stockholder who wishes to present a proposal for action at the next
Meeting of Stockholders and who wishes to have it set forth in the proxy
statement and identified in the form of proxy prepared by management must notify
management of the Company so that such notice is received by management at its
principal executive offices at 10701 Corporate Drive, Suite 150, Stafford, Texas
77477 by February 4, 2005 and is in such form as is required under the rules and
regulations promulgated by the Securities and Exchange Commission.
MISCELLANEOUS
The Board of Directors knows of no other business to be presented at
the Annual Meeting but if other matters properly do come before the meeting, it
is intended that the persons named in the accompanying proxy will vote the
shares for which they hold proxies in accordance with their judgment.
The Company's Annual Report for the year ended December 31, 2003 is
being delivered to the Company's stockholders with this Proxy Statement. Such
report is not to be considered part of the soliciting material.
By Order of The Board of Directors,
Dwaine Reese,
Chairman of the Board
Dated: June 4, 2004
Stafford, Texas
9
APPENDIX
FORM OF PROXY
PROXY
ENERTECK CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
JUNE 30, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Parrish B. Ketchmark and Leon van Kraayenburg, and each of them, with
power of substitution as proxies for the undersigned to act and vote at the Annual Meeting of Stockholders of
EnerTeck Corporation (the "Company") to be held on June 30, 2004, at 9:00 a.m., local time, at the principal
executive offices of the Company, 10701 Corporate Drive, Suite 150, Stafford, Texas 77477, and at any adjournment
thereof for the following purposes:
1. Election of Directors - Nominees: Dwaine Reese, Parrish B. Ketchmark, James J. Mullen and
Leon van Kraayenburg.
[ ] FOR
[ ] FOR ALL EXCEPT
[ ] WITHHOLD
INSTRUCTION: To withhold your vote for any nominee(s), mark "For All Except" and write that nominee's
name on the line below.
______________________________________________________________________________
2. To ratify the selection of Malone & Bailey, PLLC, to serve as independent auditors for the
Company for the fiscal year ending December 31, 2004.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. To transact such other business as may properly come before the Annual Meeting or any
adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2.
_______________________________________
_______________________________________
Signatures of Shareholder(s)
Date:
_________________________________
NOTE: Please sign your name exactly as it appears on this Proxy. Jointly held shares require only one
signature. If you are signing this Proxy as an attorney, administrator, agent, corporation, officer, executor,
trustee or guardian, etc., please add your full title to your signature.
IMPORTANT: IF YOU RECEIVE MORE THAN ONE PROXY,
PLEASE SIGN AND RETURN ALL PROXIES IN THE ACCOMPANYING ENVELOPE.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY TODAY
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