UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
OMNI U.S.A., INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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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, 2002
To Our Shareholders:
The Board of Directors cordially invites you to attend the 2002 Annual
Meeting of Shareholders (the "Annual Meeting") of Omni U.S.A., Inc. (the
"Company"), to be held on Thursday, November 21, 2002, 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 2003 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 2003 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,
2002, 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, 2002
OMNI U.S.A., INC.
7502 MESA ROAD
HOUSTON, TEXAS 77028
(713) 635-6331
------------------
PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 21, 2002
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 2002 Annual Meeting of Shareholders (the "Annual Meeting") to be held
on Thursday, November 21, 2002, 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, 2002.
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, 2002, the record date for
the Annual Meeting. At that date, the Company had outstanding 1,204,912 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.
1
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 41 Director, President and
Chief Executive Officer January 1988
Craig L. Daniel 42 Director and
Vice President-Manufacturing December 1993
Kevin Guan 44 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.
2
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 2002.
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 2002.
BOARD MATTERS
During the fiscal year ended June 30, 2002, 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.
3
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 41 President and Chief Executive Officer
Craig L. Daniel 42 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.
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 graduated from Wuhan University in
Hubei, and is an accountant in Shanghai, under the accounting rules in China.
4
COMPENSATION OF MANAGEMENT
Neither Jeffrey K. Daniel nor Craig L. Daniel 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 2000 $ 130,000 - - - - - -
2001 130,000 - - - - - -
2002 115,000 - - - - - -
Craig L. Daniel
Vice President- 2000 85,000 - - - - - -
Manufacturing 2001 85,000 - - - - - -
2002 85,000 - - - - - -
No other executive officer's salary or bonus exceeded $100,000 for the three
most recent fiscal years ended June 30, 2000.
---------------------------
5
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
---------------------------
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 (2)
Name on Exercise Realized (1) Exercisable/Unexercisable 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
------------------------
N/A Not applicable. No options were exercised during the fiscal year ended June
30, 2002.
(1) Indicates number of options exercisable and unexercisable as of June 30,
2002.
(2) Based upon closing price of Common stock at June 30, 2002 of $0.95.
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 Ddirectors,
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.
6
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.
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.
Effective October 1, 2001, Michael A. Zahorik was terminated as an
employee of Omni USA, Inc. By operation of the ISOP Agreement, Mr. Zahorik's
options were not exercised, and accordingly all 46,000 options were cancelled.
Effective October 24, 2001, David M. Sallean resigned as an employee
of Omni USA, Inc. By operation of the ISOP Agreement, Mr. Sallean's options
were not exercised, and accordingly all 20,000 options were cancelled.
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.
7
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
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.
8
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 24, 2002, the Company had outstanding 1,204,912 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 thereof 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 10 in the
footnotes to the financial statements).
9
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,
2002, 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 14.5%
Joan J. Daniel (3) 175,689 14.5%
PACCAR, Inc. (6) 166,667 13.8%
Craig L. Daniel (2)(5) 134,837 11.2%
Jeffrey K. Daniel (2)(4) 116,561 9.6%
Executive Officers and Directors as a Group 251,398 20.8%
------------------------
(1) Based upon 1,207,912 shares of Common Stock outstanding as of June 30,
2002.
(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 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 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 166,667 shares purchasable under Class B Warrants exercisable at
$6.00 per share and expire July 1, 2009. The address of such beneficial
owner is 777 106th Avenue NE, Bellevue, WA 98004.
10
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, 2003, 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,
2002, 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, 2003. 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.
11
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, 2003, and
should be sent to Jeffrey K. Daniel, President and C.E.O. 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, 2002
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.
===============================================================================
YOUR PROXY IS IMPORTANT, PLEASE SIGN AND MAIL IT TODAY.
===============================================================================
12
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Proxy Omni USA, Inc.
7502 Mesa Road
Houston, Texas 77028
This Proxy Is Solicited By The Board Of Directors
The undersigned hereby appoints Jeffrey K. Daniel and Craig L. Daniel,
or either of them, as Proxies, each with the full power of substitution, to
vote at the Annual Meeting of Shareholders to be held on November 21, 2002, or
any adjournment thereof, all the shares of stock of Omni U.S.A., Inc. ("Omni")
held of record by the undersigned on October 1, 2002, upon the matters
described on the reverse side of this card, all in accordance with and as more
fully described in the accompanying Notice and Proxy Statement for the Annual
Meeting. By signing and returning this Proxy, the undersigned hereby revokes
all proxies previously given with respect to the Annual Meeting.
This Proxy when properly executed will be voted in the manner directed
by the undersigned shareholder. If no direction is made on the reverse side
hereof, this Proxy will be voted FOR the Proposals described on the reverse
side hereof. In addition, this Proxy will be exercised, if either of the
Proxies named above so elects in his discretion, to vote (i) for the election
of any person to replace a nominee named above who is unable to serve or will
not serve, (ii) on any other matter as may properly come before the
shareholders at the Annual Meeting, and (iii) on matters incident to the
conduct of the Annual Meeting. As of October 1, 2002, the Proxies are not aware
of any other matters to be presented to the shareholders at the Annual Meeting.
(To be signed on the reverse side.)
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
OMNI U.S.A., INC.
NOVEMBER 21, 2002
Please Detach and Mail in the Envelope Provided
-------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example.
The Board of Directors recommends a vote FOR the Proposals set forth below.
Nominees for Board of Directors. [ ] For all Nominees [ ] Against all Nominees [ ] Withhold Authority
-------------------------------
Mr. Jeffrey K. Daniel
Mr. Craig L. Daniel To vote against a particular Nominee, strike through his name;
Mr. Kevin Guan to withhold authority to vote with respect to a particular
Ms. Didi Duan Nominee, write his name in space below.
Ratify Harper & Pearson as Auditors. [ ] For [ ] Against [ ] Abstain
------------------------------------
-------------------------------- --------------------- ---------------
Signature Capacity Date
Note: Please sign this Proxy as your name appears below, date it and promptly
return it whether or not you plan to attend the Meeting. If signing for a
corporation or partnership or as an agent, attorney or fiduciary,
indicate the capacity in which you are signing.