SCHEDULE 14A
(RULE 14A-101)
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 [ ] 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 Rule 14a-11(c) or Rule 14a-12
Consulier Engineering, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
CONSULIER ENGINEERING, INC.
2391 OLD DIXIE HIGHWAY
RIVIERA BEACH, FLORIDA 33404
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
FEBRUARY 5, 2002
The Annual Meeting of Shareholders of Consulier Engineering, Inc. (the
"Corporation") will be held on Tuesday, February 5, 2002, at 10:00 A.M. at the
offices of Simon & Simon, Chartered Attorneys, 3980 RCA Boulevard, Suite 8012,
Palm Beach Gardens, Florida 33410 to consider and act upon the following
proposals:
1. To elect five (5) directors to serve until the next Annual
Meeting of Shareholders or until their successors are elected
and qualified.
2. To ratify the reappointment of BDO Seidman, LLP as independent
auditors of the Corporation for the year ended December 31,
2001.
3. To transact such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
Shareholders of record at the close of business on November 24, 2001
are entitled to notice of and to vote at the Annual Meeting or any postponement
or adjournment thereof.
A proxy statement describing the matters to be considered at the Annual
Meeting is attached to this notice. Shareholders who do not expect to attend the
meeting are requested to sign the enclosed proxy card and return it immediately
in the enclosed envelope in order that their shares may be represented at the
meeting.
By Order of the Board of Directors
/s/ Alan R. Simon
---------------------------------
Alan R. Simon, Secretary
Riviera Beach, Florida
January 9, 2002
================================================================================
YOUR PROXY IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE ACCOMPANYING PROXY CARD
IN THE SELF-ADDRESSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES
================================================================================
CONSULIER ENGINEERING, INC.
2391 OLD DIXIE HIGHWAY
RIVIERA BEACH, FLORIDA 33404
(561) 842-2492
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 5, 2002
INTRODUCTION
This Proxy Statement, with the accompanying proxy card, is furnished to
shareholders of Consulier Engineering, Inc., a Florida corporation (the
"Corporation"), in connection with the solicitation of proxies by the Board of
Directors of the Corporation for use at the 2001 Annual Meeting of Shareholders
to be held on February 5, 2002, or at any adjournment or postponement thereof.
The meeting will be held at the offices of Simon & Simon, Chartered Attorneys,
3980 RCA Boulevard, Suite 8012, Palm Beach Gardens, Florida 33410. Proxy
material is being mailed on or about January 9, 2002, to the Corporation's
shareholders. The cost of the solicitation will be borne by the Corporation.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
1. To elect five (5) directors to serve until the next Annual
Meeting of Shareholders or until their successors are elected
and qualified.
2. To ratify the reappointment of BDO Seidman, LLP as independent
auditors of the Corporation for the year ended December 31,
2001.
3. To transact such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
SHAREHOLDERS ENTITLED TO VOTE
Each holder of record of the Corporation's common stock as of the close
of business on November 24, 2001, (the "Record Date") will be entitled to vote
at the Annual Meeting. Each shareholder will be entitled to one vote on each
proposal for each share of common stock of the Corporation held as of such date.
At the close of business on the Record Date, there were 4,951,150 shares of the
Corporation's common stock issued and outstanding. Notwithstanding the Record
Date specified above, the stock transfer books of the Corporation will not be
closed and stock may be transferred subsequent to the Record Date, although all
votes must be cast in the names of the shareholders of record as of the Record
Date.
2
VOTE REQUIRED
The matters, which may be considered and acted upon by the shareholders
at the Annual Meeting, require approval by the affirmative vote of at least a
majority of the votes cast by the shareholders present in person or by proxy and
constituting a quorum at the Annual Meeting.
A shareholder may abstain or withhold his vote (collectively,
"abstentions") with respect to each item submitted for shareholder approval.
Abstentions will be counted for purposes of determining the existence of a
quorum. Abstentions will be counted as not voting in favor of the relevant item.
Since the election of directors and the ratification of the reappointment of
auditors is determined by the votes cast, abstentions will not affect such
election or approval.
A broker who holds shares in street name has the authority to vote on
certain items when he has not received instructions from the beneficial owner.
Except for certain items for which brokers are prohibited from exercising their
discretion, a broker is entitled to vote on matters put to shareholders without
instructions from the beneficial owner. Where brokers do not have or do not
exercise such discretion, the inability or failure to vote is referred to as a
broker nonvote. Under the circumstances where the broker is not permitted to or
does not exercise its discretion, assuming proper disclosure to the Corporation
of such inability to vote, broker nonvotes will be counted for purposes of
determining the existence of a quorum, but also will be counted as not voting in
favor of the particular matter. Since each of the matters submitted for
shareholder approval is a matter for which a broker may exercise its discretion
or is a matter that will be determined by a majority of the votes cast, broker
nonvotes, if any, will not have any effect on the outcome of any matter
submitted for shareholder approval.
PROXIES
If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked at any time before it has been exercised, but if it is
not revoked, the shares represented thereby will be voted by the persons
designated in such proxy. Shares represented by the proxies received will be
voted in accordance with the instructions therein. In the absence of
instructions, proxies will be voted FOR the election as directors of the
nominees for directors named herein and the ratification of the reappointment of
BDO Seidman, LLP as independent auditors of the Corporation for the year ended
December 31, 2001.
It should be noted that Warren B. Mosler, Chairman of the Board of
Directors, President and Chief Executive Officer of the Corporation, has the
right to vote sufficient shares to cause each of the proposed actions to be
approved without any other shares being voted in favor thereof at the Annual
Meeting. Mr. Mosler has indicated his intention to vote all of his shares for
approval of the persons nominated as directors, and for reappointment of the
Corporation's existing independent auditors. Accordingly, any negative vote,
which a shareholder may cast, will not have any effect on the outcome of any of
the matters discussed in this proxy.
3
PROXY SOLICITATION
This Proxy Statement, the accompanying proxy card, and the
Corporation's Annual Report on Form 10-KSB for the year ended December 31, 2000,
are being mailed on or about December 31, 2001, to shareholders entitled to vote
at the Annual Meeting. The cost of solicitation of proxies will be borne by the
Corporation. In addition to the use of the mails, proxy solicitations may be
made by telephone and personal contact by officers, directors and employees of
the Company. The Company will, upon request, reimburse brokerage houses and
persons holding shares in their names or in the names of nominees for their
reasonable expenses incurred in sending soliciting material to their principals.
PROPOSAL ONE
ELECTION OF DIRECTORS
At each Annual Meeting, the successors to all directors are elected to
serve until the next Annual Meeting or until their successors shall have been
duly elected and qualified to serve. The Board of Directors has nominated the
five (5) persons named below for election as directors, each to hold office
until the next Annual Meeting of Shareholders and until his or her respective
successor has been duly elected and qualified. Each nominee is a member of the
current Board of Directors, having been elected at the last Annual Meeting of
Shareholders held on December 28, 2000. All nominees have consented to serve as
directors. The Board of Directors believes that the nominees will be available
and able to serve as directors, but if for any reason any of these persons
should not be available or able to serve, the persons named in the proxy may
exercise discretionary authority to vote for substitutes proposed by the Board
of Directors of the Corporation, unless such authority shall have been withheld.
The following table sets forth certain information, as of the Record
Date, concerning the nominees for election as directors of the Corporation. For
information as to the shares of Common Stock held by each nominee, see the
section "Securities Ownership of Certain Beneficial Holders and Management"
elsewhere in this Proxy Statement.
NAME AGE DIRECTOR SINCE OTHER POSITION(s) WITH COMPANY
----- --------- ----------------- --------------------------------
Warren B. Mosler 52 1985 Chairman of the Board,
President and CEO
Alan R. Simon, Esq. 51 1985 General Counsel, Treasurer and
Secretary
Charles E. Spaeth 77 1992 Chief Engineer
Burck E. Grosse 71 1992 None
Skender Fani 61 1999 None
4
Biographical information relating to each of these nominees for director appears
following starting on page 5 of this Proxy Statement under the heading "Business
History of Directors and Executive Officers."
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE NOMINEES FOR DIRECTOR NAMED ABOVE. PROXY CARDS EXECUTED AND RETURNED WILL
BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
EXECUTIVE OFFICERS
As of Record Date, the executive officers of the Corporation were as
follows:
YEAR BECAME
NAME AGE TITLES EXECUTIVE OFFICER
---- ------------- ------------------------------------ ------------------
Warren B. Mosler 52 Chairman of the Board, 1985
President and CEO
Bernardo Davila 50 President and CEO 1991
Southeast Automotive Acquisition
Corporation
Alan R. Simon, Esq. 51 General Counsel, Secretary, and 2001
Treasurer
Executive officers who are not also directors serve at the discretion
of the Board of Directors.
BUSINESS HISTORY OF DIRECTORS AND EXECUTIVE OFFICERS
The principal occupation of each executive officer of the Corporation
and nominee for director is set forth below. All of the executive officers and
directors are elected annually, or until their successors have been duly
elected.
Warren B. Mosler is the Chairman of the Board of Directors. Mr. Mosler
has served as Chairman since inception of the Corporation and Chief Executive
Officer from inception to March 1989 and from August 1989 to May 1994. In
February 1999 Mr. Mosler reassumed the positions of President and Chief
Executive Officer. From 1983 to present, Mr. Mosler has been a principal in AVM,
L.P., as a broker/dealer engaged in arbitrage and government securities trading
in West Palm Beach, Florida.
5
Bernardo Davila has served as President and CEO of Southeast Automotive
Acquisition Corporation since 1991. In 1980, Mr. Davila founded Southeast
Automotive Parts, Inc. of Dade which was purchased by Consulier in 1991. From
1971 to 1980, Mr. Davila was in management at Carfel, Inc., an importer of
automotive parts.
Alan R. Simon is a director, and has served as the Corporation's
General Counsel and its Secretary-Treasurer since November 2001. He has been in
the private practice of law in Boca Raton, Florida since 1982, and has relocated
his practice to Palm Beach Gardens, Florida in 2001.
Charles E. Spaeth is a director and was the Corporation's Acting
President and Chief Executive Officer from February 1996 to April 1997. Mr.
Spaeth has served as Chief Engineer of the Corporation since February 1996. He
was employed as a senior project engineer for Pratt & Whitney Aircraft from 1949
until his retirement in 1990.
Burck E. Grosse has been President of BG Consulting Group, Inc., from
1991 to the present. From 1987 until 1991 he was Senior Vice President, Lear
Group, Inc., a general contracting firm. He worked at General Motors Corporation
from 1948 until 1987, where he last served as General Director, Technical
Services.
Dr. Skender Fani is the Chairman of the Board of Otis Elevators,
Austria. He is the Chairman of Heim GmbH, a substantial real estate company in
Vienna, Austria and Chairman of Polster GmbH, Advertising, Public Relations, and
Sports Management Corporation in Germany and Austria. He is Chairman of La
Carafe GmbH, one of the leading restaurant and entertainment companies in
Austria.
Dr. Fani is a corporate lawyer in Austria, also specializing in sports
and entertainment law. For the past 20 years he has represented the top sports
and entertainment personalities throughout Europe. He is the personal advisor to
the presidents of many of Europe's top soccer teams, including MAGNA-Austria, FC
Barcelona, AS Roma, and Casino Salzburg. He is the past Chairman of
Rapid-Vienna, one of Europe's most prestigious and historical soccer clubs. Dr.
Fani has a home in Palm Beach County, Florida where he spends a considerable
amount of time.
BOARD MEETINGS
During fiscal year 2000 through November 24, 2001, no meetings of the
Corporation's Board of Directors were held.
6
BOARD COMMITTEES
The Board of Directors of the Corporation has the following committees
with members as listed:
Executive Committee Warren B. Mosler
Alan R. Simon
Affiliated Transaction Committee Burck E. Grosse
Alan R. Simon
Audit Committee Alan R. Simon
Burck E. Grosse
Skender Fani
The Executive Committee's functions include approval of all investments
of the Corporation not otherwise approved by the full Board of Directors. The
Affiliated Transaction Committee's functions include approval of all of the
Corporation's transactions with related individuals, including significant
shareholders, officers and directors. The Audit Committee will review and assess
the adequacy of the Audit Committee Charter on an annual basis.
The Executive Committee did not meet during calendar year 2000 through
November 24, 2001.
The Affiliated Transaction Committee did not meet during calendar year
2000 through November 24, 2001.
The Board of Directors does not have a compensation committee or a
nominating committee.
Messrs. Simon, Grosse and Fani are members of the Audit Committee.
Messrs. Grosse and Fani are "independent" as defined in the Nasdaq listing
standards. The functions of the Audit Committee are to review the adequacy of
systems and procedures for preparing the financial statements of the Company as
well as the suitability of internal financial controls and to review and approve
the scope and performance of the independent auditors' work. The Audit Committee
meets with the independent auditors and reviews any matters required to be
discussed pursuant to Statement of Auditing Standards No. 61 and the financial
statements proposed to be included in the annual report on Form 10-KSB and
quarterly reports on Form 10-QSB. The Audit Committee makes its recommendation
to the Board regarding inclusion of the financial statements on Form 10-KSB. The
Audit Committee met three times during the fiscal year ended December 31, 2000.
7
AUDIT COMMITTEE REPORT
The Audit Committee of the Consulier Engineering, Inc. Board of
Directors is currently composed of three directors and operates under a written
charter adopted by the Board of Directors. A copy of the charter is attached as
an appendix to this proxy statement.
We have met and held discussions with the Company's management and with
the Company's independent accountants, BDO Seidman, LLP. We have reviewed and
discussed the consolidated financial statements of Consulier Engineering, Inc.
for the 2000 fiscal year with the Company's management. We discussed with BDO
Seidman, LLP matters required to be discussed by generally accepted auditing
standards, including standards set forth in Statement on Auditing Standards No.
61.
BDO Seidman, LLP also provided to us the written disclosures regarding
their independence required by Independence Standards Board Standard No. 1, and
we discussed with BDO Seidman LLP their independence.
Based on these reviews and discussions, we recommended to the Board of
Directors that the audited consolidated financial statements for 2000 be
included in Consulier Engineering, Inc.'s Annual Report on Form 10-KSB for the
year ended December 31, 2000 filed with the Securities and Exchange Commission.
ALAN R. SIMON
BURCK E. GROSSE
SKENDER FANI
COMPENSATION OF DIRECTORS
The Board of Directors received no cash compensation during the fiscal
year ended December 31, 2001. The Corporation does reimburse directors for
out-of-pocket expenses incurred in attending meetings.
FAMILY RELATIONSHIPS
No family relationships exist among the directors and officers of the
Corporation.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that
executive officers, directors and holders of more than 10% of the Common Stock
of the Corporation file reports of stock ownership and changes in ownership with
the Securities and Exchange Commission on Forms 3 (initial statement of
ownership), 4 (monthly reports), and 5 (annual reports). Based solely upon a
review of copies of such reports or representations that no annual reports on
Form 5 for the 2001 fiscal year were required to be filed, the Corporation
believes that Section 16(a) filing requirements were complied with during fiscal
year 2001.
8
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, certain
information regarding the beneficial ownership of shares of common stock by each
person known by the Corporation to be the beneficial owner of more than 5% of
outstanding common stock, by each director and nominees for election as a
director and each of the executive officers of the Corporation and by all
directors and executive officers as a group. Except as indicated in the
footnotes, all of such shares of common stock set forth in the following table
are owned directly, and the indicated person has sole voting and investment
power with respect to all common stock shown as beneficially owned by such
person:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------ ----------------------------------------- ----------------------- ----------------
Common Warren B. Mosler 4,171,054 84.2%
Stock 483 S. Beach Rd.
Hobe Sound, Fl 33455
Common Alan R. Simon 180,000 (1) 3.6%
Stock 3980 RCA Boulevard, Suite 8012
Palm Beach Gardens, FL 33420
Common Burck E. Grosse 10,000 (2)
Stock 11 Huntly Circle
Palm Beach Gardens, FL 33418
Common Bernardo Davila 45,850 (2)
Stock 7575 NW 74th Avenue
Miami, FL 33166
Common Charles Spaeth 10,000 (2)
Stock 13 Paddock Circle
Tequesta, FL 33469
All directors and executive 4,236,904 85.6%
Officers as a group
------------
(1) Consists of options to acquire shares of Consulier common stock from Mr.
Mosler at $1.25 per share.
(2) Does not exceed one (1%) percent of the class.
9
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid by the Corporation and its subsidiaries during the fiscal
years 1998, 1999, and 2000 for services rendered to the Corporation and its
subsidiaries during such years by the Corporation's Chairman of the Board,
President and CEO and the President and CEO of Subsidiary. No other executive
officer of the Corporation received compensation that exceeded $100,000 in any
of the listed years.
SUMMARY COMPENSATION TABLE
NAME AND FISCAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSATION
--------------------------------- ------------ --------------- ----------------------
Warren B. Mosler, 2000 $ 75,000
Chairman of the Board, 1999 $ 75,000
President and CEO 1998 $ 75,000
Bernardo Davila 2000 $ 85,327
President and CEO 1999 $ 85,000 $17,383
Of Subsidiary 1998 $ 85,000
Certain columns have been omitted from the above table because there is
no compensation required to be reported in such columns.
OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
The Corporation did not award any options or stock appreciation rights
to any person during the three fiscal years.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AVM, L.P. ("AVM"), a broker/dealer in U.S. Government securities formed
in October 1983, is an Illinois limited partnership located in West Palm Beach,
Florida. AVM is registered with the Commodity Futures Commission as a Futures
Commission Merchant ("FCM") and conducts its FCM business with other
broker/dealers on a fully disclosed basis. AVM is registered as a broker/dealer
with the Securities and Exchange Commission, and is a member of the National
Association of Securities Dealers, Inc. The firm is generally engaged in the
brokerage of U.S. Government securities, other fixed income instruments, and
arbitrage transactions and presently employs 64 people in addition to the 4
principals of its general partner. Mr. Mosler is one of the founders of AVM and
is a principal of the general partner of AVM.
Under the partnership agreement, the Corporation may withdraw all or
any portion of its capital account upon thirty (30) days written notice. On
10
October 1, 1996, the Corporation reduced its investment in AVM by $292,403.
Also, AVM's general partners may cause withdrawal of the Corporation from the
partnership through payment of fair market value of the Corporation's capital
account.
As of December 31, 2000, and September 30, 2001, the Corporation's
limited partnership interest represented approximately ten percent (10%) of
AVM's total partnership capital. Allocation of the partnership's income to its
partners varies based on amounts of appreciation of the partnership's assets and
operating profits of the partnership. Based on earnings distributions provided
in the partnership agreement, the Corporation was allocated approximately eight
percent (8%) of AVM's earnings during 2000 totaling $1,124,247. During the first
nine months of 2001, the Corporation was allocated approximately eight percent
(8%) of AVM's earnings totaling approximately $854,000.
PROPOSAL TWO
RATIFICATION OF REAPPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has reappointed BDO Seidman, LLP as the
independent auditors of the Corporation for the year ended December 31, 2001
subject to ratification of the shareholders. BDO Seidman, LLP has acted as
auditor of the Corporation and its subsidiaries since 1991. A representative of
BDO Seidman, LLP will be present at the Annual Meeting, with an opportunity to
make a statement if he or she so desires and to respond to appropriate
questions.
For the fiscal year ended December 31, 2000, the Company incurred
professional fees and out-of-pocket expenses to its auditors in the amount of
$54,000, of which $46,000 related to auditing services, $0 related to
information technology services and $8,000 related to all other services,
representing tax return preparation services.
The Company's Audit Committee has considered whether the non-audit
services provided by the Company's auditors in connection with the year ended
December 31, 2000 were compatible with the auditors' independence.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT AUDITORS OF
CONSULIER AND ITS SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 2001, AND PROXIES
EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE
INDICATED THEREON.
OTHER MATTERS
As of the date hereof, the Board of Directors knows of no other
matters, which are likely to be presented for consideration at the meeting.
Should other matters properly come before the meeting, the persons designated as
proxies will vote in accordance with their best judgment on such matters.
11
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
The Corporation on or before August 30, 2002 must receive any proposal,
which a shareholder of the Corporation intends to be presented at the Annual
Meeting of Shareholders to be held during December 2002. Only proper proposals,
which are timely received, will be included in the proxy statement and form of
proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Alan R. Simon
----------------------------------
ALAN R. SIMON, SECRETARY
January 9, 2002
A copy of the 2000 Annual Report accompanies this Proxy Statement.
There will be no separate Annual Report to Shareholders other than the Annual
Report on Form 10-KSB. The exhibits to the Form 10-KSB will also be furnished to
any shareholder who so requests and pays a fee equal to the Corporation's
reasonable expenses in furnishing such exhibits. If you wish a copy of the
exhibits, please write to Alan R. Simon, Secretary of the Corporation, at 2391
Old Dixie Highway, Riviera Beach, Florida 33404.
12
APPENDIX A
CONSULIER ENGINEERING, INC.
2391 OLD DIXIE HIGHWAY
RIVIERA BEACH, FL 33404
THIS PROXY IS SUBMITTED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Warren B. Mosler and Alan R. Simon as
Proxies, each with the power to appoint his substitute, and hereby authorizes to
vote as designated below, all shares of common stock of Consulier Engineering,
Inc. held of record by the undersigned on November 24, 2001 at the Annual
Meeting of Shareholders to be held on February 5, 2002, or any adjournment or
postponement thereof.
1. ELECTION OF DIRECTORS (SEE PROXY STATEMENT)
APPENDIX B
CONSULIER ENGINEERING, INC.
2391 OLD DIXIE HIGHWAY
RIVIERA BEACH, FL 33404
AUDIT COMMITTEE CHARTER
ORGANIZATION
This charter governs the operations of the Audit Committee. The Audit Committee
shall review and reassess the charter at least annually and obtain the approval
of the Board of Directors. The Audit Committee shall be appointed by the Board
of Directors and shall comprise at least two directors, a majority of whom are
independent of management and the Company. Members of the Audit Committee shall
be considered independent if they have no relationship that may interfere with
the exercise of their independence from management and the Company.
STATEMENT OF POLICY
The Audit Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the annual independent audit of the
Company's financial statements, and the legal compliance and ethics programs as
established by management and the Board of Directors. In so doing, it is the
responsibility of the Audit Committee to maintain free and open communication
between the Audit Committee, independent auditors and management of the Company.
In discharging its oversight role, the Audit Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities, and personnel of the Company and the power to retain
outside counsel, or other experts for this purpose.
RESPONSIBILITIES AND PROCESSES
The primary responsibility of the Audit Committee is to oversee the Company's
financial reporting process on behalf of the Board of Directors and report the
results of their activities to the Board of Directors. Management is responsible
for preparing the Company's financial statements, and the independent auditors
are responsible for auditing those financial statements. The Audit Committee in
carrying out its responsibilities believes its policies and procedures should
remain flexible, in order to best react to changing conditions and
circumstances. The Audit Committee should take the appropriate actions to set
the overall corporate "tone" for quality financial reporting, sound business
risk practices, and ethical behavior.
The following shall be the principal recurring processes of the Audit Committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Audit Committee may supplement them as
appropriate.
The Audit Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately accountable to
the Board of Directors and the Audit Committee, as representatives of the
Company's shareholders. The Audit Committee shall have the ultimate authority
and responsibility to evaluate and, where appropriate, recommend the replacement
of the independent auditors. The Audit Committee shall discuss with the auditors
their independence from management and the Company including the matters in the
written disclosures required by the Independence Standards Board and shall
consider the compatibility of nonaudit services with the auditors' independence.
Annually, the Audit Committee shall review and recommend to the Board of
Directors the selection of the Company's independent auditors, subject to
shareholders' approval.
The Audit Committee shall discuss with the independent auditors the overall
scope and plans for their audits including the adequacy of staffing and
compensation. Also, the Audit Committee shall discuss with management and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
business risk, and legal and ethical compliance programs. Further, the Audit
Committee shall meet separately with the independent auditors, with and without
management present, to discuss the results of their examinations.
The Audit Committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the Company's
Quarterly Report on Form 10-QSB. Also, the Audit Committee shall discuss the
results of the quarterly review and any other matters required to be
communicated to the Audit Committee by the independent auditors under generally
accepted auditing standards. The chair of the Audit Committee may represent the
entire committee for the purposes of this review.
The Audit Committee shall review with management and the independent auditors
the financial statements to be included in the Company's Annual Report on Form
10-KSB, including their judgment about the quality, not just acceptability, of
accounting principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements. Also, the Audit
Committee shall discuss the results of the annual audit and any other matters
required to be communicated to the Audit Committee by the independent auditors
under generally accepted auditing standards.
2
PROXY CARD CONSULIER ENGINEERING, INC.
2391 OLD DIXIE HIGHWAY
RIVIERA BEACH, FL 33404
THIS PROXY IS SUBMITTED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Warren B. Mosler and Alan R. Simon as
Proxies, each with the power to appoint his substitute, and hereby authorizes to
vote as designated below, all shares of common stock of Consulier Engineering,
Inc. held of record by the undersigned on November 24, 2001 at the Annual
Meeting of Shareholders to be held on February 5, 2002 or any adjournment
thereof.
1. ELECTION OF DIRECTORS (SEE PROXY STATEMENT)
__________ FOR __________ AGAINST __________ ABSTAIN
(INSTRUCTION: To withhold authority for an individual nominee write that
nominee's name in the space provided below.)
______________________________________________________________________________
2. RATIFICATION OF INDEPENDENT AUDITORS (SEE PROXY STATEMENT)
__________ FOR __________ AGAINST __________ ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments of the
meeting. This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made,
this proxy will be voted FOR each director nominee, and FOR Proposal 2.
Please sign exactly as your name appears on your certificate. When joint tenants
hold shares, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
office. If a partnership, please sign in partnership name by authorized person.
Dated _____________________, 2002 Number of shares held: ______________________
_________________________________ ___________________________________
Please type or print your name(s) Signature
_________________________________ ___________________________________
Please type or print your name(s) Signature
If you have had a change of Address, please print or type your new address in
the lines below.
____________________________________ PLEASE COMPLETE, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY USING THE
____________________________________ ENCLOSED ENVELOPE.
____________________________________