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))
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting material pursuant to " 240.14a-11(c) or " 240.14a-12
ORALABS HOLDING CORP.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in 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)(4) and 0-11
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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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
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statement number, or the Form or Schedule and the date of its filing.
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ORALABS HOLDING CORP.
2901 South Tejon Street
Englewood, Colorado 80110
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------
May 29, 2003
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ORALABS
HOLDING CORP. (the "Company") will be held at the Company's offices at 2901
South Tejon Street, Englewood, Colorado 80110, on Thursday, May 29, 2003, at
2:00 p.m., for the following purposes:
1. To elect four Directors;
2. To ratify the action of the Board of Directors pursuant to the
recommendation of the Audit Committee in selecting Ehrhardt Keefe Steiner &
Hottman P.C. as the Company's independent auditors for the fiscal year ending
December 31, 2003; and
3. To transact such other business as may properly come before the meeting
or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on April 21, 2003 as
the record date for determining all stockholders entitled to receive notice of
the Annual Meeting and to vote at such meeting or any adjournment(s) thereof.
The Board of Directors appreciates and welcomes stockholder participation
in the Company's affairs. Whether or not you plan to attend the Annual Meeting,
please vote by completing, signing and dating the enclosed proxy and returning
it promptly to the Company in the enclosed self-addressed, postage-prepaid
envelope. If you attend the meeting, you may revoke your proxy and vote your
shares in person.
By Order of the Board of Directors,
/s/ Michael I. Friess
-----------------------------------
Secretary
April 29, 2003
ORALABS HOLDING CORP.
2901 South Tejon Street
Englewood, Colorado 80110
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PROXY STATEMENT
----------------------
ANNUAL MEETING OF STOCKHOLDERS
May 29, 2003
General Information
This Proxy Statement is furnished to the stockholders of OraLabs Holding
Corp., a Colorado 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 the Annual Meeting of Stockholders of the Company to be
held on May 29, 2003, and any adjournment(s) thereof (the "Annual Meeting"). A
copy of the notice of meeting, the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2002 (which also comprises the Company's
Annual Report) and form of proxy statement are first being sent to stockholders
on or about May 6, 2003.
Only stockholders of record at the close of business on April 21, 2003, the
record date for the Annual Meeting, will be entitled to notice of and to vote at
the Annual Meeting. On the record date, there were issued and outstanding
9,160,755 shares of the Company's Common Stock, par value $.001 per share (the
"Common Stock"). Each share of Common Stock entitles the holder to one vote with
respect to each of the matters to be voted upon at the Annual Meeting. The
Common Stock is the only class of outstanding securities of the Company entitled
to vote at the Annual Meeting.
Presence in person or by proxy of the holders of 4,580,378 shares of Common
Stock will constitute a quorum at the Annual Meeting. Assuming a quorum is
present, the affirmative vote of the holders of at least a majority of votes
present and entitled to be cast at the Annual Meeting is required for (i) the
election of Directors, (ii) the ratification of the selection of Ehrhardt Keefe
Steiner & Hottman P.C. as independent auditors for the current fiscal year, and
(iii) except as otherwise required by Colorado law or the Company's Articles of
Incorporation or Bylaws, any other matters that properly come before the
meeting. If a stockholder, present in person or by proxy, abstains on any
matter, the stockholder's shares will not be voted on such matter. Abstentions
may be specified on all proposals submitted to a stockholder vote other than the
election of directors. Abstentions will be counted as present or represented and
entitled to vote for purposes of determining the existence of a quorum regarding
the proposal on which the abstention is noted, but will not be considered as
votes cast in determining whether a matter has been approved by the
stockholders. A proxy submitted by a stockholder also may indicate that all or a
portion of the shares represented by such proxy are not being voted by such
stockholder with respect to a particular matter. This could occur, for example,
when a broker is not permitted to vote shares held in street name on certain
matters in the absence of instructions from the beneficial owner of the shares.
If a proxy in the accompanying form is properly executed and returned, the
shares represented thereby will be voted as instructed in the proxy. If no
instructions are given, the persons named in the proxy intend to vote in favor
of (i) the nominees for election as Directors as set forth below and (ii) the
ratification of the selection of Ehrhardt Keefe Steiner & Hottman P.C. as
independent auditors for the current fiscal year.
Brokers holding shares in street name, who do not receive instructions, are
entitled to vote on the election of Directors and ratification of the
appointment of the independent auditors, since such matters are considered to be
routine. Since a broker is not required to vote shares held in "street name" in
the absence of instructions from the beneficial stockholder, a stockholder's
failure to instruct his broker may result in the stockholder's shares not being
voted.
Each proxy granted may be revoked by the person granting it at any time (i)
by giving written notice to such effect to the Secretary of the Company, (ii) by
execution and delivery of a proxy bearing a later date, or (iii) by attendance
and voting in person at the Annual Meeting, except as to any matter upon which,
prior to such revocation, a vote shall have been taken pursuant to the authority
conferred by such proxy. The mere presence at the Annual Meeting of a person
appointing a proxy does not revoke the appointment.
ELECTION OF DIRECTORS
Nominees
The Bylaws of the Company provides that the number of Directors of the
Company shall be fixed by resolution of the Board of Directors. Such number
currently has been fixed at four persons. At the Annual Meeting, four persons
will be elected to the Board of Directors to serve until the next annual meeting
and until their successors have been elected and qualify. The persons named as
proxies in the accompanying proxy intend to vote FOR these nominees of the Board
of Directors or, if any of the nominees should be unable to serve, for such
substitute nominee(s) as the Board of Directors then may propose.
The following table sets forth information about the nominees, each of whom
is currently serving as a Director of the Company:
2
Year First
Elected to
Board of
Name Age Positions with the Company Directors
---- --- -------------------------- -----------
Gary H. Schlatter2....................46 Chairman of the Board, Chief 1997
Executive Officer, Director
Allen R. Goldstone....................50 Director 1997
Michael I. Friess.....................53 Director1, Secretary 1997
Robert C. Gust........................46 Director1 2000
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1 Audit Committee member
2 See "Certain Relationships and Related Transactions" below.
Mr. Schlatter and Mr. Goldstone were elected to their positions in May 1997
upon consummation of the transaction by which the Company's subsidiary, OraLabs,
Inc., was acquired by SSI Capital Corp. (the Company's predecessor). Mr. Friess
was appointed as a Director on September 8, 1997. All directors serve as such
until their successors are elected and qualified. No family relationship exists
among the Directors or between any of such persons and the Executive Officers of
the Company. Mr. Goldstone resigned from the Board on August 24, 1999 and was
reappointed to the Board on December 30, 1999.
Gary H. Schlatter is the founder (in 1990) of the Company's subsidiary,
OraLabs, Inc., and has served as the President, Chief Executive Officer,
Treasurer and Secretary of the subsidiary since that time. He also serves in the
positions listed in the above table with respect to the Company. Mr. Schlatter
holds his offices (other than the position of director) pursuant to an
employment agreement (see, "Executive Compensation").
Michael Friess is a self-employed attorney licensed to practice law in the
State of Colorado. He was a partner from January 1983 to December 1993 in the
New York City law firm of Schulte, Roth & Zabel, where his practice emphasized
taxation.
Allen R. Goldstone is the managing member of Creative Business, LLC, a
company that is engaged in business consultation, and he has held that position
since 1998 (and prior thereto he was and still serves as president of Creative
Business Strategies, Inc., another business consulting firm). Mr. Goldstone has
also served as a management consultant since 1988. For calendar year 1997, Mr.
Goldstone was an employee of the Company's subsidiary, in which capacity he was
in charge of investor relations.
3
Robert C. Gust is the co-founder (January 2002) and Partner of Apogee
Group, a business brokerage and consulting firm. From April 1997 to December
2001, Mr. Gust was co-founder and Senior Vice-President of Business Development
for Protocol Communications, Inc., a Massachusetts company engaged in the
business of owning and operating integrated marketing services companies. From
June 1993 until the formation of Protocol Communications, Inc., Mr. Gust was
Vice-President of Sales (North America) for Indigo America.
The Board of Directors recommends that stockholders vote FOR the election
of each of the nominees named herein.
Additional information with respect to the Board of Directors.
The Company has a standing Audit Committee consisting of Michael I. Friess
and Robert C. Gust. The Audit Committee reviews the consolidated financial
statements and independent auditors' report, including recommendations from the
independent auditors regarding internal controls and other matters. The Audit
Committee held one meeting during fiscal year 2002 to discuss the financial
statements to be part of the Company's Form 10-KSB for fiscal year 2001, and
held one meeting with the Company's independent auditors with respect to the
Company's Annual Report on Form 10-KSB for fiscal year 2001. The members of the
Audit Committee also met informally by telephone conference from time to time.
The Board of Directors adopted a written charter for the Audit Committee in
May 2000. A report of the Audit Committee is found under the heading "Audit
Committee Report" below.
During the fiscal year ended December 31, 2002, the Board of Directors did
not meet in person but met by telephone conference for one meeting, and each
Director participated in the meeting. The Board also took action on numerous
occasions without a formal meeting.
Audit Committee Report
The Board of Directors and the Audit Committee believe that the Audit
Committee's current member composition (two independent directors) satisfies the
rule of the National Association of Securities Dealers, Inc. ("NASD") that audit
committee members be "independent directors" as that term is defined by those
rules.
In accordance with its written charter adopted by the Board of Directors,
the Audit Committee assists the Board of Directors with fulfilling its oversight
responsibility regarding the quality and integrity of the accounting, auditing
and financial reporting practices of the Company. In discharging its oversight
responsibilities regarding the audit process, the Audit Committee reviewed and
discussed the audited financial statements with management, discussed with the
independent auditors the material required to be discussed by Statement on
Auditing Standards No. 61 (communications with audit committees), reviewed the
written disclosures and the letter from the independent auditors required by the
Independence Standards Board's Standard No. 1, and discussed with the
independent auditors their independence.
4
Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002, as filed with the Securities and Exchange
Commission.
Audit Committee
Michael I. Friess
Robert C. Gust
April 14, 2003
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities and Exchange Commission requires our
directors, executive officers and holders of more than 10% of our common stock
to file with the Securities and Exchange Commission reports regarding their
ownership and changes in ownership of our securities. The Company believes that
during fiscal year 2002, its directors, executive officers and 10% owners
complied with all Section 16(a) filing requirements.
Executive Officers and Significant Employees.
The following table sets forth information about the executive officers and
significant employees of the Company:
Name Age Positions with the Company
---- --- --------------------------
Gary H. Schlatter1..............................46 Chief Executive Officer, President,
Treasurer
Emile (Red) Jordan..............................44 Comptroller, Chief Financial
Officer/ Chief Operating Officer
Christopher Farnworth...........................47 Technical Director for OraLabs, Inc.
(subsidiary of Company)
------------------
1 See description of Mr. Schlatter below the table of Nominees to the
Board of Directors, above.
Mr. Jordan has served as the Comptroller of the Company since May 1997. He
has served as Comptroller of the subsidiary, OraLabs, on a full time basis since
April 1, 1994. Mr. Jordan is the Chief Operating /Chief Financial Officer of the
Company. Mr. Jordan was elected to his position by the Board of Directors of the
Company and holds his office at the discretion of the Board of Directors or
until his earlier death or resignation.
5
Although Mr. Farnworth is not an executive officer of the Company or of the
Company's subsidiary, in his capacity as Technical Director of the subsidiary,
he makes a significant contribution to the business of the Company. In such
capacity, Mr. Farnworth is responsible for engineering and maintenance of the
Company's production equipment. He has served in the capacity of Technical
Director of the subsidiary since September 1996, and he began working for
OraLabs in 1992.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gary H. Schlatter is the owner of the property leased by OraLabs (the
Company's subsidiary) which serves as the Company's headquarters, manufacturing
facility and one of OraLabs' two warehouse facilities. The lease expires in
August 2005, and rent paid in 2002 was $96,000. Mr. Schlatter, through an
entity, is also the owner of property leased by OraLabs that serves as its
second warehouse facility. That lease expires in June 2003, and rent paid in
2002 was $127,800. The Company believes that its rental rates are comparable to
that which would be paid to unaffiliated parties, and the Company believes that
if the leases were not to be renewed, the Company could obtain alternative
space.
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of April 18, 2003, information regarding
the beneficial ownership of Common Stock (i) by each Director (each of whom is a
nominee for election at the Annual Meeting), (ii) by each Executive Officer
listed in the Summary Compensation table below, (iii) by all Directors and
current Executive Officers as a group (four (4) persons), and (iv) by each
person or group known by the Company to own beneficially in excess of five
percent (5%) of the Common Stock:
Name and Address Amount and Nature of
of Beneficial Owner6 Beneficial Ownership Percent of Class
------------------- -------------------- ----------------
Gary H. Schlatter 7,458,700 shares1 81.4%1
2901 South Tejon Street
Englewood, Colorado 80110
Allen R. Goldstone 73,750 shares 2 *
5353 Manhattan Circle
Suite 201
Boulder, Colorado 80303
Michael I. Friess 33,500 shares 3 *
5353 Manhattan Circle
Suite 201
Boulder, Colorado 80303
Robert C. Gust 40,750 shares 4 *
7N551 Cloverfield Circle
St. Charles, IL 60175
Emile J. Jordan 51,000 shares5 *
2901 S. Tejon Street
Englewood, Colorado 80110
All directors and executive 7,657,700 shares1, 2, 3, 4, 5 82.7%
officers as a group (five persons)
* Less than one percent
------------------
6
1 Includes 200,000 shares held by The Schlatter Family Partnership, of which
Gary H. Schlatter and his spouse are the general partners. Mr. Schlatter's
spouse may be deemed the beneficial owner of some or all of the shares.
Does not include 61,000 shares that Mr. Schlatter's spouse has the right to
acquire on April 18, 2003, or within sixty (60) days thereafter, pursuant
to outstanding options.
2 Includes 13,750 shares that he has the right to acquire on April 18, 2003,
or within sixty (60) days thereafter, pursuant to outstanding options.
3 Includes 17,500 shares that he has the right to acquire on April 18, 2003
or within sixty (60) days thereafter, pursuant to outstanding options.
4 Includes 18,750 shares that he has the right to acquire on April 18, 2003
or within sixty (60) days thereafter, pursuant to outstanding options.
5 Includes 51,000 shares that he has the right to acquire on April 18, 2003
pursuant to outstanding options.
6 Unless otherwise noted, the stockholders identified in this table have sole
voting and investment power. The sole person known to the Company to be the
beneficial owner of more than five percent (5%) of the class of outstanding
stock is Gary H. Schlatter, whose address is c/o OraLabs Holding Corp.,
2901 South Tejon Street, Englewood, Colorado 80110.
7
Change in Control.
The Company does not know of any arrangements, including a pledge by any
person of securities of the Company, the operation of which at a subsequent date
may result in a change in control of the Company.
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation for
services rendered, in all capacities, awarded or paid to or earned by the Chief
Executive Officer of the Company during the last three fiscal years and to Emile
J. Jordan for fiscal year 2001, the only other executive officer of the Company
who received a total annual salary and bonus in excess of $100,000 during any of
the last three fiscal years.
Summary Compensation Table
Annual Compensation Long Term Compensation
Name and ------------------- Shares
Principal Position Year Salary ($) Bonuses ($) Other ($) Other Underlying Options 1
------------------ ---- ---------- ----------- --------- ----- ---------------
Gary H. Schlatter, CEO 2002 335,468 0 27,0095 0 61,0001
2001 314,856 355,000 25,1473 0 61,0001
2000 272,000 50,200 35,7053 0 61,0001
Emile J. Jordan4 2001 77,038 44,636 0 0 51,000
1 Includes 61,000 shares underlying 61,000 options granted in the fiscal year
ended December 31, 1997 to Mr. Schlatter's spouse under the Company's 1997
Stock Plan. Beneficial ownership of such securities is disclaimed by Mr.
Schlatter.
2 Includes expenses for automobiles and related insurance and other
automobile expenses.
3 Includes expenses for automobiles and related insurance and other
automobile expenses, as well as payments made to a company owned by Mr.
Schlatter for computer equipment and furniture.
4 Mr. Jordan's total annual salary and bonus was not in excess of $100,000
during the 2002 or 2000 fiscal years.
5 Includes expenses for automobiles and related insurance and other
automobile expenses.
Standard Compensation Arrangements for Directors
The directors other than Mr. Schlatter are compensated monthly for services
provided as directors. Currently, all three non-employee directors receive
$2,000 monthly as directors fees. The Company may modify those arrangements at
any time. Except as stated in "Other Compensation Arrangements" below, there
were no other arrangements pursuant to which any director of the Company was
compensated during the past fiscal year for any service provided as a director.
However, the Company has a Non-Employee Director Stock Option Plan under which
directors who are not employees are granted (at the time of initial election or
appointment to the Board) 20,000 options to purchase common stock and are
thereafter granted 5,000 options annually so long as they continue to serve as
non-employee directors. All of the options are exercisable at the market price
of the common stock at the time of grant and vest proportionately over a four
year period.
8
Agreements with Executive Officers
The only employment contract between the Company and any executive officer
of the Company who received total salary and bonus during fiscal year 2002 in
excess of $100,000 is an Amended and Restated Employment Agreement with Gary H.
Schlatter. Except for that Agreement as described below, the Company has not
entered into any compensatory arrangement pursuant to which any executive
officer of the Company will receive payment from the Company as a result of the
executive officer's resignation, retirement or termination of employment or as a
result of a change in control of the Company. There is no employment contract
between the Company and Emile J. Jordan.
Effective May 1, 2000, the Company's subsidiary, OraLabs, Inc., entered
into an Agreement which extended and amended the Amended and Restated Employment
Agreement (the "Employment Agreement" previously entered into) with Gary
Schlatter. The Agreement extended the term of Mr. Schlatter's employment through
April 30, 2003, unless terminated earlier pursuant to the provisions of the
Employment Agreement. Under the Agreement, Mr. Schlatter agrees to devote such
time and attention to the business of OraLabs, Inc. as may be required to
fulfill his duties, which is expected to require a substantial amount of his
working time. An extension of the Agreement is expected to be negotiated.
Under the Agreement, Mr. Schlatter is paid a base salary of $295,000 per
year for the first twelve (12) months, $324,500 per year for the next twelve
(12) months, and $356,950 for the final twelve (12) months. Bonus compensation
is payable to Mr. Schlatter as may be determined by the Board of Directors in
its discretion. In 2002, Mr. Schlatter was not paid a bonus. Assuming an
extension of the Employment Agreement is negotiated, the Board of Directors has
made no determination about whether a bonus to Mr. Schlatter will be granted in
2003. Mr. Schlatter also is paid or reimbursed for lease and insurance expenses
for automobile and cellular telephone expenses. Under the Employment Agreement,
Mr. Schlatter has agreed that during its term and for a period of one (1) year
thereafter, he will not participate in any business competitive to that of the
business of OraLabs, Inc., except with respect to limited passive investments,
and that he will never disclose or utilize any trade secrets or proprietary
information of OraLabs, Inc. except within the scope of his employment.
Under specified circumstances involving a change in control, Mr. Schlatter
may terminate the Agreement and receive a lump sum payment equal to all of the
compensation to which he otherwise would have been entitled had the Agreement
remained in effect for its entire term.
9
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ehrhardt Keefe Steiner & Hottman P.C.
as the independent auditors to audit the books and accounts of the Company for
the current fiscal year. Ehrhardt Keefe Steiner & Hottman P.C. has served as
such independent auditors since December 29, 1998. One or more representatives
of Ehrhardt Keefe Steiner & Hottman P.C. will be present at the Annual Meeting,
will have an opportunity to make a statement if they desire to do so and will
respond to appropriate questions.
Fees billed by Ehrhardt Keefe Steiner & Hottman P.C. for the fiscal years
ended December 31, 2002 and 2001 were as follows:
2002 2001
Audit Fees $55,472 $54,745
Audit-Related Fees 0 0
Tax Fees 0 0
All Other Fees $572 $0
Audit Fees are fees incurred in connection with the audit of the Company's
consolidated financial statements and the review of financial statements in the
Company's quarterly reports on Form 10-QSB. All Other Fees are incurred for
services other than those described above, and represented fees for software
training.
The Board of Directors recommends that the stockholders vote FOR approval
of the selection of Ehrhardt Keefe Steiner & Hottman P.C. as the Company's
independent auditors.
STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders of the Company wishing to include proposals in the proxy
material relating to the Annual Meeting of Stockholders of the Company in 2004
must submit the same in writing so as to be received at the principal executive
office of the Company (to the attention of the Secretary) on or before January
7, 2004 for such proposal to be considered for inclusion in the proxy statement
for such meeting. Such proposals must also meet the other requirements of the
rules of the Securities and Exchange Commission relating to stockholder
proposals.
Stockholders who wish to submit any items of business to be addressed at an
annual meeting of stockholders (rather than include the item in the proxy
material) must make the submission in a timely manner as provided in the
Company's Amended and Restated Bylaws. The Bylaws provide that only timely
submissions of business items will be considered as proper business at the
meeting. To be timely, a stockholder's written submission must be delivered to
or mailed and received at, the principal business offices of the Company at
least sixty (60) days in advance of the date that the Company's proxy statement
was released to stockholders in connection with the previous year's annual
meeting of stockholders. As this proxy statement for the 2003 annual meeting is
being released on approximately May 6, 2003, the deadline for submissions of
business items for the 2004 annual meeting will be March 8, 2004. The Bylaws
also specify what must be included in the written notice of submission in order
for the submission to be considered timely and to be considered proper business
to be conducted at the annual meeting.
10
OTHER MATTERS
The Board of Directors does not know of any other business to be presented
for consideration at the Annual Meeting. If other matters properly come before
the Annual Meeting, the persons named in the accompanying proxy intend to vote
thereon in accordance with their best judgment.
The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002 accompanies this Proxy Statement and constitutes the Company's
Annual Report to stockholders. Copies of any exhibits thereto will be furnished
to any stockholder of the Company upon the payment of a reasonable duplicating
charge. Written requests for any exhibit should be directed to OraLabs Holding
Corp., 2901 South Tejon Street, Englewood, Colorado 80110, Attention: Investor
Relations.
SOLICITATION AND EXPENSES
The Company will bear the cost of the Annual Meeting and the cost of
soliciting proxies, including the cost of mailing the proxy materials. In
addition to solicitation by mail, Directors, officers and regular employees of
the Company (who will not be specifically compensated for such services) may
solicit proxies by telephone or otherwise. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
proxies and proxy material to their principals and the Company will reimburse
them for their expenses.
By Order of the Board of Directors,
/s/ Gary H. Schlatter
---------------------------------------------
Gary H. Schlatter,
Chairman of the Board
April 29, 2003
ORALABS HOLDING CORP.
PROXY SOLICITED ON BEHALF OF COMPANY'S
BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
May 29, 2003
The undersigned hereby appoints as proxies Gary H. Schlatter, Michael I.
Friess and Allen R. Goldstone and each of them (with power of substitution) to
vote for the undersigned all shares of common stock of the undersigned at the
annual meeting of stockholders and any adjournment thereof with all the power
the undersigned would have if personally present. The shares represented will be
voted as instructed. Unless indicated to the contrary, this proxy shall be
deemed to grant authority to vote "FOR" all proposals.
PLEASE INDICATE YOUR VOTE BY AN "X" IN THE APPROPRIATE BOX BELOW
1. ELECTION OF DIRECTORS |__| |__| |__|
(Instructions: To withhold authority to vote FOR ALL FOR ALL WITHHOLD
for an individual nominee, strike a line EXCEPT AUTHORITY
through the nominee's name in the list below FOR ALL
and mark center box to right.)
Nominees: Gary H. Schlatter, Allen R. Goldstone, Michael I. Friess and Robert C. Gust
2. Proposal to ratify the selection of Ehrhardt |__| |__| |__|
Keefe Steiner & Hottman P.C. as the FOR AGAINST ABSTAIN
independent auditors for the fiscal
year ended December 31, 2003
In their discretion, the proxy holders are authorized to vote upon such
other matters as may properly come before the Annual Meeting of Stockholders and
at any adjournment(s) thereof. The Board of Directors at present knows of no
other business to be presented by or on behalf of the Company or the Board of
Directors at the Annual Meeting of Stockholders.
------------------------------------
Signature
------------------------------------
Name (Please print)
Date: _______________________________
------------------------------------
Signature if Held Jointly
------------------------------------
Name (Please print)
Date: _______________________________
11