UNITED STATES
SECURITES AND EXCHANGE COMMISSION
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e) (2))
[X] Definitive Information Statement
ORALABS HOLDING CORP.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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: ------------------------
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ORALABS HOLDING CORP.
18685 E. PLAZA DRIVE
PARKER, COLORADO 80134
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 15, 2003
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of OraLabs
Holding Corp. (the "Company") will be held at the Company's offices at 18685 E.
Plaza Drive Parker, Colorado on December 15, 2003 at 10:00 a.m. local time, for
the purpose of considering and acting upon the following:
(1) Approval of the Reverse Stock Split defined in the attached
Information Statement; and
(2) Any and all other matters that may properly come before the meeting
and any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on November 20, 2003
as the record date for determining the stockholders entitled to notice of and to
vote at the meeting and any adjournment or postponement thereof, and those
stockholders of record may vote in person or by proxy. You are cordially invited
to attend the meeting.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
Gary H. Schlatter, President of OraLabs, has indicated that he intends to
vote in favor of the Reverse Stock Split. His vote is sufficient to authorize
the transaction in that he owns approximately 81 percent of all of the
outstanding common stock.
The Company will pay all costs of preparing, printing and mailing this
Notice and Information Statement.
By Order of the Board of Directors:
/s/ Gary H. Schlatter
Gary H. Schlatter, President
Englewood, Colorado
November 21, 2003
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ORALABS HOLDING CORP.
18685 E. PLAZA DRIVE
PARKER, COLORADO 80134
INFORMATION STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
DECEMBER 15, 2003
Introduction.
-------------
This Information Statement is being furnished to the holders of
common stock of OraLabs Holding Corp. ("we", "us", our, "OraLabs" or the
"Company") to inform them of the approval of resolutions by our Board of
Directors proposing a vote of our stockholders to effect a reverse split of
OraLabs' common stock (the "Reverse Stock Split"). Approval by the stockholders
of the Reverse Stock Split will give the Board of Directors the authority to
designate the number of shares that will be reverse split for one share,
provided that the number of shares reverse split for one share will not be less
than two (2) and not more than four (4) shares. If the Board of Directors
chooses to implement the Reverse Stock Split, it will be given effect not
earlier than the close of trading one business day after the date of the
meeting, i.e., December 16, 2003.
This Information Statement is dated November 21, 2003 and is first being
mailed to OraLabs' stockholders on or about November 24, 2003.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE REVERSE STOCK SPLIT, PASSED UPON
THE MERITS OR FAIRNESS OF THE REVERSE STOCK SPLIT OR PASSED UPON THE ADQUECY OR
ACCURACE OF THE DISCLOSURE IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
All necessary corporate approvals in connection with the reverse split have
been obtained. This Information Statement is being furnished to all OraLabs
stockholders pursuant to Section 14(c) of the Securities Exchange Act of 1934,
as amended, and the rules promulgated thereunder (the "Exchange Act").
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
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TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THIS INFORMATION STATEMENT
VOTE REQUIRED
ABSTENTIONS AND BROKER NONVOTES
PROPOSAL
BACKGROUND
REASON FOR THE REVERSE STOCK SPLIT
BOARD DISCRETION TO IMPLEMENT EFFECTIVE REVERSE STOCK SPLIT
EFFECT OF THE REVERSE STOCK SPLIT ON EXCHANGE ACT REGISTRATION AND VOTING RIGHTS
EFFECT OF THE REVERSE STOCK SPLIT ON OUR SHARES OF COMMON STOCK
EFFECT OF THE REVERSE STOCK SPLIT ON STOCK OPTIONS
OCCURRENCE OF EFFECTIVE DATE
EXCHANGE OF STOCK CERTIFICATES
NO APPRAISAL RIGHTS
FEDERAL INCOME TAX CONSEQUENCES
RECOMMENDATION
RISKS ASSOCIATED WITH THE REVERSE STOCK SPLIT
PRINCIPAL STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THIS INFORMATION STATEMENT
Q: Who is entitled to receive this Notice of Meeting and Information
Statement?
A: All record holders of our common stock as of the close of business on
November 20, 2003 are entitled to receive this Notice of Meeting and
Information Statement. On that day, approximately 9,160,755 shares of
common stock were issued and outstanding and eligible to receive this
Information Statement.
Q: Why is the Company sending me this Notice of Meeting and Information
Statement?
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A: The Securities and Exchange Commission requires the Company to notify you
of actions being brought before a meeting of the stockholders for a vote.
In this case, the board of directors is recommending that it be granted the
authority to implement a reverse split of the common stock of the Company.
Q: Why is the Company requesting the authority to change the number of shares
issued and outstanding?
A: The Company may choose to effect a reverse stock split to seek a higher bid
price for the Company's common stock that would meet the requirements for
continued listing of the Company's common stock on the NASDAQ SmallCap
Market.
Q: What am I required to do?
A: Nothing. The Company is providing you with notice of the special meeting.
You may attend the special meeting and vote your shares either for or
against the proposal that will be presented at the special meeting.
Q: Should I send my stock certificates now?
A: No. If the reverse stock split is enacted, you will receive written
instructions for exchanging, at your option, your stock certificates for
new certificates reflecting the change in the number of shares that you
own. It will not be mandatory that you exchange your certificates.
Q: Am I entitled to dissenter's rights?
A: No. The Colorado Business Corporation Act ("Act") does not provide for
dissenter's rights in connection with reverse stock splits except that a
shareholder is entitled to dissent and obtain payment of the fair value of
the shareholder's shares in the event of a reverse split that reduces the
number of shares owned by the shareholder to a fraction of a share or to
scrip if the fractional share or scrip so created is to be acquired for
cash or the scrip is to be voided (Section 7-113-102(2.5) of the Act). We
will not issue any fractional shares or scrip that are to be acquired for
cash or are to be voided. Any fractional share created by the reverse split
will be rounded up to the next whole share.
Q: What interests in the reverse split and issuance of new shares do members
of management have?
A: No director, executive officer, associate of any director or any other
person has any interest, direct or indirect, by security holdings or
otherwise, in the proposed reverse split which is not shared by all other
stockholders.
VOTE REQUIRED
The total number of shares of our common stock outstanding as of the record
date was 9,160,755. The common stock is the only class of our securities
entitled to vote, each share being entitled to one vote. Only stockholders of
record as of the close of business on the record date will be entitled to vote.
A majority of the shares of our common stock outstanding and entitled to
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vote, or 4,580,378 shares, must be present at the meeting in person or by proxy
in order to constitute a quorum for the transaction of business. An affirmative
vote of the holders of a majority of the shares represented in person or by
proxy at the meeting will be required for approval of the proposal to grant
discretionary authority to our board of directors to implement a reverse split
of our common stock. Gary H. Schlatter, President of OraLabs, has indicated that
he intends to vote in favor of the Reverse Stock Split. His vote is sufficient
to constitute a quorum and to authorize the transaction in that he owns
approximately 81 percent of all of the outstanding common stock.
ABSTENTIONS AND BROKER NONVOTES
"Broker nonvotes" are proxies received from brokers who, in the absence of
specific voting instructions from beneficial owners of shares held in brokerage
name, have declined to vote such shares in those instances where discretionary
voting by brokers is permitted. Broker nonvotes and abstentions will be counted
in tabulations of the votes cast on the proposal presented at the meeting and
will have the same effect as a vote AGAINST such proposal.
PROPOSAL
APPROVAL OF GRANT OF DISCRETIONARY AUTHORITY TO OUR BOARD OF
DIRECTORS TO IMPLEMENT A REVERSE SPLIT OF OUR COMMON STOCK WITHIN A
RANGE FROM ONE-FOR-TWO TO ONE-FOR-FOUR
BACKGROUND
On August 26, 2002, while our common stock was listed on The Nasdaq
SmallCap Market, we were notified by Nasdaq that we had failed to maintain a
closing bid price of at least $1.00 per share for 30 consecutive trading days.
Pursuant to Marketplace Rule 4310(c)(8)(D), we were provided with a 180-day
period, through February 24, 2003, to satisfy that requirement. On February 26,
2003, we were notified that, although we failed to satisfy the bid price
requirement within the specified time period, we were eligible for a second
180-day period, through August 21, 2003, as contemplated by Marketplace Rule
4310(c)(8)(D), given that we had satisfied the stockholders' equity requirement
of at least $5 million as of September 30, 2002 and the net income from
continuing operations requirement of at least $750,000 as of December 31, 2002
and 2001. On August 22, 2003, we were notified that, although we failed to
satisfy the bid price requirement within the specified time period, we were
eligible for a 90-day period, through November 19, 2003 within which to regain
compliance. Upon receipt of a Nasdaq Staff recommendation to delist our common
stock, we intend to appeal the recommendation before a Nasdaq listing
qualifications panel.
Our board of directors has therefore adopted a resolution to seek
stockholder approval to grant the board discretionary authority to effect a
reverse split for the purpose of increasing the market price of our common stock
above Nasdaq's minimum bid requirement of $1.00 per share. The reverse split
exchange ratio that the board of directors approved and deemed advisable and for
which it is seeking stockholder approval is within a range of from one-for-two
to one-for-four, with the exact exchange ratio to be set by the board of
directors in its sole discretion within this range at the time it elects to
effect a reverse split. Approval of this proposal would give the board authority
to implement the reverse split at any time it determines.
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In addition, approval of this proposal would also give the board authority to
decline to implement a reverse split. Such reverse stock split is authorized by
the Colorado Business Corporations Act, Section 7-106-105.
The Articles of Incorporation of the Company will not be amended in
connection with the reverse split of the common stock. The par value of each
common share will remain at $0.001 per share.
Our board of directors believes that stockholder approval of an exchange
ratio range (as contrasted with approval of a specified exchange ratio) provides
the board of directors with maximum flexibility to achieve the purposes of a
reverse split and, therefore, is in the best interests of OraLabs and our
stockholders. The actual ratio of the reverse split will be determined by our
board of directors based upon its evaluation as to what would be most
advantageous to OraLabs and our stockholders.
REASON FOR THE REVERSE STOCK SPLIT
The reason for the Reverse Stock Split is to increase the per share market
price of our common stock to demonstrate to Nasdaq the likelihood that our
common stock will maintain a closing bid price of at least $1.00 per share. If a
delisting were to occur, our common stock may be quoted on the OTC Bulletin
Board or in the "pink sheets" maintained by the National Quotation Bureau.
Our common stock is currently quoted on The Nasdaq SmallCap Market under
the symbol "OLAB." During the period from September 1, 2003 to November 17,
2003, the closing bid per share of our common stock ranged from a high of $0.96
to a low of $0.61. The closing bid on November 17, 2003 was $0.87.
Stockholders should note that the effect of the Reverse Stock Split upon
the market price for our common stock cannot be accurately predicted. In
particular, there is no assurance that prices for shares of our common stock
after the Reverse Stock Split will be two to four times, as applicable, greater
than the price for shares of our common stock immediately prior to the Reverse
Stock Split. Furthermore, there can be no assurance that the market price of our
common stock immediately after the proposed Reverse Stock Split will be
maintained for any period of time. Moreover, because some investors may view the
Reverse Stock Split negatively, there can be no assurance that the Reverse Stock
Split will not adversely impact the market price of our common stock or,
alternatively, that the market price following the Reverse Stock Split will
either exceed or remain in excess of the current market price.
While we hope the Reverse Stock Split will be sufficient to prevent Nasdaq
from delisting our common stock, it is possible that even if the Reverse Stock
Split results in a bid price for our common stock that exceeds $1.00 per share,
we may not be able to continue to satisfy that criteria or the additional
criteria for continued listing on The Nasdaq SmallCap Market. We have previously
received notices of failure to maintain the required minimum market value of the
public float, but we regained compliance within the period required by Nasdaq.
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BOARD DISCRETION TO IMPLEMENT EFFECTIVE REVERSE STOCK SPLIT
If you approve the grant of discretionary authority to implement a Reverse
Stock Split outlined in this Proposal, the Reverse Stock Split will be effected,
if at all, only upon a determination by our board of directors that the Reverse
Stock Split is in the best interests of our company and our stockholders. Such
determination will be based upon certain factors, including meeting the listing
requirements for The Nasdaq SmallCap Market, prevailing market conditions and
the likely effect on the market price of our common stock. Notwithstanding
approval by the stockholders of the grant of discretionary authority to
implement a Reverse Stock Split of our common stock, our board of directors may,
in its sole discretion, determine not to implement a Reverse Stock Split.
EFFECT OF THE REVERSE STOCK SPLIT ON EXCHANGE ACT REGISTRATION
AND VOTING RIGHTS
Our common stock is currently registered under Section 12(g) of the
Securities Exchange Act of 1934 and we are subject to the periodic reporting and
other requirements of the Exchange Act. The Reverse Stock Split would not affect
the registration of our common stock under the Exchange Act nor will it change
our periodic reporting and other obligations thereunder. After the Reverse Stock
Split and assuming our common stock continues to be listed thereon, our common
stock would be quoted under the symbol "OLAB" (although Nasdaq would likely add
the letter "D" to the end of the trading symbol for a period of 20 trading days
to indicate that the Reverse Stock Split has occurred).
The voting and other rights of the holders of our common stock would not be
affected by the Reverse Stock Split. For example, a holder of 0.5% of the voting
power of the outstanding shares of our common stock immediately prior to the
effective time of the Reverse Stock Split would continue to hold 0.5% of the
voting power of the outstanding shares of our common stock after the Reverse
Stock Split. The number of stockholders of record would not be affected by the
Reverse Stock Split.
EFFECT OF THE REVERSE STOCK SPLIT ON OUR SHARES OF COMMON STOCK
The authorized number of shares of our common stock and the par value of
our common stock after a Reverse Stock Split would remain at 100,000,000 shares,
par value $0.001 per share.
The number of shares of our common stock issued and outstanding would be
reduced following the effective time of the Reverse Stock Split in accordance
with the following formula: every X shares of our common stock owned by a
stockholder will automatically be changed into and become one new share of our
common stock, with X being equal to the exchange ratio as determined by our
board of directors. Any fractional share created by the Reverse Stock Split will
be rounded up to the next whole share.
The number of authorized but unissued shares of our common stock
effectively will be increased significantly by the Reverse Stock Split of our
common stock. For example, based on the 9,160,755 shares of our common stock
outstanding on the record date, and the 100,000,000 shares of our common stock
that are authorized under our articles of incorporation, a one-for-two Reverse
Stock Split would have the effect of increasing the number of authorized
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but unissued shares of our common stock from 90,839,245 to approximately
95,419,622 and a one-for-four Reverse Stock Split would have the effect of
increasing the number of authorized but unissued shares of our common stock from
90,839,245 to approximately 97,709,811. The issuance in the future of such
additional authorized shares may have the effect of diluting the earnings per
share and book value per share, as well as the stock ownership and voting
rights, of the currently outstanding shares of our common stock.
EFFECT OF THE REVERSE STOCK SPLIT ON STOCK OPTIONS
There are outstanding options to purchase shares of common stock. Under the
terms of the outstanding options, the Reverse Stock Split will effect a
reduction in the number of shares of our common stock issuable upon exercise of
such options in proportion to the exchange ratio and will cause a proportionate
increase in the exercise price of such options. In connection with the Reverse
Stock Split, the number of shares of our common stock issuable upon exercise of
outstanding options will be rounded up to the next whole share and no cash
payment will be made in respect of such rounding.
OCCURRENCE OF EFFECTIVE DATE
Upon effectiveness of the Reverse Stock Split, all shares of our common
stock that were issued and outstanding immediately prior thereto will be,
automatically and without any action on the part of the stockholders, converted
into new shares of our common stock in accordance with the exchange ratio as
determined by our board of directors within the range set forth in this
Proposal.
EXCHANGE OF STOCK CERTIFICATES
Stockholders will not be required to submit their stock certificates for
conversion into the post-Reverse Stock Split number of shares. However, on or
after the effective date of the Reverse Stock Split, we will mail a letter of
transmittal to our stockholders. Stockholders will be able to obtain a
certificate evidencing post-Reverse Stock Split shares only by sending to our
transfer agent, Corporate Stock Transfer, located at 3200 Cherry Creek Drive,
Suite 430, Denver, Colorado 80209, his or her old stock certificate(s), together
with the properly executed and completed letter of transmittal and $30.00 in
fees. Stockholders will not receive certificates for post-Reverse Stock Split
shares unless and until their old certificates are surrendered. Stockholders
should not forward their certificates to our transfer agent until they receive
the letter of transmittal, and stockholders should only send in their
certificates with the letter of transmittal. The transfer agent will send the
stockholder's new stock certificate promptly after receipt of his or her
properly completed letter of transmittal and the old stock certificate(s).
No other service charges, brokerage commissions or transfer taxes will be
payable by any holder of any certificate that prior to approval of the Reverse
Stock Split represented any shares of our common stock, except that if any
certificates of our common stock are to be issued in a name other than that in
which the certificates for shares of our common stock surrendered are
registered, it shall be a condition of such issuance that (i) the person
requesting such issuance shall pay any applicable transfer taxes or establish to
our satisfaction that such taxes have been paid or are not payable, (ii) such
transfer shall comply with all applicable federal and state
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securities laws, and (iii) such surrendered certificate shall be properly
endorsed and otherwise be in proper form for transfer.
As noted above, no fractional share of post-Reverse Stock Split common
stock will be issued. Instead, any fractional share that would otherwise be
issued as a result of the Reverse Stock Split will entitle the stockholder to
one additional whole share.
NO APPRAISAL RIGHTS
Under Colorado law, stockholders of our Company are not entitled to
dissenter's or appraisal rights with respect to the Reverse Stock Split because
no fractional shares or scrip will be purchased by us.
FEDERAL INCOME TAX CONSEQUENCES
The following description of the material federal income tax consequences
of the Reverse Stock Split to our stockholders is based on the Internal Revenue
Code of 1986, as amended, applicable Treasury Regulations promulgated
thereunder, judicial authority and current administrative rulings and practices
as in effect on the date of this Information Statement. Changes to the laws
could alter the tax consequences described below, possibly with retroactive
effect. We have not sought and will not seek an opinion of counsel or a ruling
from the Internal Revenue Service regarding the federal income tax consequences
of the Reverse Stock Split. This discussion is for general information only and
does not discuss the tax consequences that may apply to special classes of
taxpayers (e.g., non-residents of the United States, broker/dealers or insurance
companies). The state and local tax consequences of the Reverse Stock Split may
vary as to each stockholder, depending upon the jurisdiction in which such
stockholder resides. You are urged to consult your own tax advisors to determine
the particular consequences to you.
We believe that because the Reverse Stock Split is not part of a plan to
increase periodically a stockholder's proportionate interest in our assets or
earnings and profits, stockholders will not recognize gain or loss. In the
aggregate, each stockholder's basis in the reduced number of shares of our
common stock held after the Reverse Stock Split will equal the stockholder's
basis in its old shares of our common stock. OraLabs will not recognize any gain
or loss as a result of the Reverse Stock Split.
RECOMMENDATION
Our board of directors recommends that you vote FOR the approval of the
grant of discretionary authority to our board of directors to implement a
Reverse Stock Split of our common stock within a range of one-for-two to
one-for-four.
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RISKS ASSOCIATED WITH THE REVERSE STOCK SPLIT
This Information Statement includes forward-looking statements including
statements regarding our intent to solicit approval of a Reverse Stock Split,
the timing of the proposed Reverse Stock Split and the potential benefits of a
Reverse Stock Split, including, but not limited to, increased investor interest,
continued listing on The Nasdaq SmallCap Market and the potential for a higher
stock price. The words "believe," "expect," "will," "may" and similar phrases
are intended to identify such forward-looking statements. Such statements
reflect our current views and assumptions, and are subject to various risks and
uncertainties that could cause actual results to differ materially from
expectations. These risks include those of: the effects of competition, managing
growth, government regulation and dependence on key personnel, significant
distributors, retailers and third-party suppliers. For a discussion of these and
other risk factors, see our annual report on Form 10-KSB for the year ended
December 31, 2002 and other filings with the Securities and Exchange Commission.
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of November 7, 2003, information
regarding the ownership of our Common Stock by (i) each of our directors (ii)
our Chief Executive Officer and certain of our other executive officers (iii)
all of our directors and executive officers as a group, and (iv) by each person
known by us to own beneficially 5% or more of our 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
18685 E. Plaza Drive
Parker, Colorado 80134
Allen R. Goldstone 68,750 shares 2 *
5353 Manhattan Circle
Suite 201
Boulder, Colorado 80303
Michael I. Friess 12,500 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 *
18685 E. Plaza Drive
Parker, Colorado 80134
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All directors and executive 7,631,700 shares1, 2, 3, 4, 5 82.5%
officers as a group (five persons)
* Less than one percent
------------------
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 November 7, 2003, or within sixty (60) days thereafter, pursuant
to outstanding options.
2 Includes 8,750 shares that he has the right to acquire on November 7, 2003,
or within sixty (60) days thereafter, pursuant to outstanding options.
3 Includes 12,500 shares that he has the right to acquire on November 7, 2003
or within sixty (60) days thereafter, pursuant to outstanding options.
4 Includes 18,750 shares that he has the right to acquire on November 7, 2003
or within sixty (60) days thereafter, pursuant to outstanding options.
5 Includes 51,000 shares that he has the right to acquire on November 7, 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 by us to be the
beneficial owner of more than 5% of our common stock is Gary H. Schlatter,
whose address is c/o OraLabs Holding Corp., 2901 South Tejon Street,
Englewood, Colorado 80110.
ADDITIONAL INFORMATION
Additional information concerning the Company, including all reports filed
with the Securities and Exchange Commission, may be accessed through the
Commission's website at www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ Gary H. Schlatter
Gary H. Schlatter, President
November 21, 2003
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