ALANCO TECHNOLOGIES, INC.
15575 North 83rd Way, Suite 3
Scottsdale, Arizona 85260
(480) 607-1010
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held January 18, 2008
TO THE SHAREHOLDERS OF ALANCO TECHNOLOGIES, INC.
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Alanco
Technologies, Inc., an Arizona corporation ("Alanco" or the "Company"), will be
held at 15575 North 83rd Way, Suite 3, Scottsdale, Arizona 85260, on January 18,
2008, at 10:00 a.m., Mountain Standard Time, and at any adjournment or
postponement thereof, for the purpose of considering and acting upon the
following Proposal:
Proposal No. 1 ELECTION OF DIRECTORS
Holders of the outstanding Common Stock and Preferred Stock of the Company of
record at the close of business on November 23, 2007, will be entitled to notice
of and to vote at the Meeting or at any adjournment or postponement thereof.
All shareholders, whether or not they expect to attend the Annual Meeting of
Shareholders in person, are urged to sign and date the enclosed Proxy and return
it promptly in the enclosed postage-paid envelope which requires no additional
postage if mailed in the United States. The giving of a proxy will not affect
your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
Scottsdale, Arizona ADELE L. MACKINTOSH
November 26, 2007 SECRETARY
ALANCO TECHNOLOGIES, INC.
15575 North 83rd Way, Suite 3
Scottsdale, Arizona 85260
(480) 607-1010
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 18, 2008
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
Alanco Technologies, Inc., an Arizona corporation (the "Company"), for use at
the Company's Annual Meeting of Shareholders to be held at 15575 North 83rd Way,
Suite 3, Scottsdale, Arizona 85260, on the 18th day of January, 2008, at 10:00
a.m., Mountain Standard Time, and at any adjournment or postponement thereof. It
is anticipated that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's shareholders on or before December 18, 2007.
The expense of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to shareholders, will be borne by the Company.
It is anticipated that solicitations of proxies for the Meeting will be made
only by use of the mails; however, the Company may use the services of its
Directors, Officers and employees to solicit proxies personally or by telephone
without additional salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.
Shares not voting as a result of a proxy not marked or marked to abstain will be
counted as part of total shares voting in order to determine whether or not a
quorum has been achieved at the Meeting. Shares registered in the name of a
broker-dealer or similar institution for beneficial owners to whom the
broker-dealer distributed notice of the Annual Meeting and proxy information and
which such beneficial owners have not returned proxies or otherwise instructed
the broker-dealer as to voting of their shares, will be counted as part of the
total shares voting in order to determine whether or not a quorum has been
achieved at the Meeting.
All shares represented by valid proxies will be voted in accordance therewith at
the Meeting unless such proxies have previously been revoked. Proxies may be
revoked at any time prior to the time they are voted by: (a) delivering to the
Secretary of the Company a written instrument of revocation bearing a date later
than the date of the proxy; or (b) duly executing and delivering to the
Secretary a subsequent proxy relating to the same shares; or (c) attending the
meeting and voting your proxy in person (although attendance at the Meeting will
not in and of itself constitute revocation of a proxy.)
The Company's Annual Report to Shareholders for the fiscal year ended June 30,
2007, has been previously mailed or is being mailed simultaneously to the
Company's shareholders and includes a copy of Form 10-KSB, which constitutes
part of this proxy. All other information included in the Annual Report does not
constitute part of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
Effective October 16, 2006, the Company effected a 2:5 reverse stock split. All
references to both number of shares and price per share of Class A Common Stock
issued and outstanding, options and warrants granted, and common stock
equivalent shares are presented herein on a post-split basis.
Voting rights are vested in the holders of the Company's Common Stock and
Preferred Stock. Only shareholders of record at the close of business on
November 23, 2007, are entitled to notice of and to vote at the Meeting or any
adjournment or postponement thereof. As of November 23, 2007, the Company had
22,728,035 shares of Class A Common Stock issued and outstanding 3,984,118
shares of Series A Convertible Preferred Stock issued and outstanding and 84,831
shares of Series B Convertible Preferred Stock issued and outstanding. Each
Class A Common share is entitled to one vote, each share of Series A Convertible
Preferred stock is entitled to 1.2 votes (the equivalent number of common shares
into which the Series A Convertible Preferred Stock is convertible), and each
share of Series B Convertible Preferred stock is entitled to 5.2 votes (the
equivalent number of common shares into which the Series B Convertible Preferred
Stock is convertible). If the number of common shares into which the preferred
stock is convertible (the "common stock equivalent") is considered, the total
shares eligible to vote, including the common stock and the common stock
equivalent, on the record date are 27,950,109 shares, each of which is entitled
to one vote on all matters to be voted upon at the Meeting, including the
election of Directors. No fractional shares are outstanding. A majority of the
Company's outstanding voting stock represented in person or by proxy shall
constitute a quorum at the Meeting. The affirmative vote of a majority of the
votes cast, providing a quorum is present, is necessary to approve each
proposal.
Each shareholder present, either in person or by proxy, will have cumulative
voting rights with respect to the election of Directors. Under cumulative
voting, each shareholder is entitled to as many votes as is equal to the number
of shares of Common Stock (or common stock equivalent) of the Company held by
the shareholder on the Record Date multiplied by the number of directors to be
elected, and such votes may be cast for any single nominee or divided among two
or more nominees. The seven nominees receiving the highest number of votes will
be elected to the Board of Directors. There are no conditions precedent to the
exercise of cumulative voting rights. Unless otherwise instructed in any proxy,
the persons named in the form of proxy which accompanies this Proxy Statement
(the "Proxy Holders") will vote the proxies received by them for the Company's
seven nominees set forth in "Election of Directors" below. If additional persons
are nominated for election as directors, the Proxy Holders intend, unless
otherwise instructed in any proxy, to vote all proxies received by them in such
manner in accordance with cumulative voting as will assure the election of as
many of the Company's nominees as possible, and, in such event, the specific
nominees for whom votes will be cast will be determined by the Proxy Holders. If
authority to vote for any nominee of the Company is withheld in any proxy, the
Proxy Holders intend, unless otherwise instructed in such proxy, to vote the
shares represented by such proxy, in their discretion, cumulatively for one or
more of the other nominees of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information with respect to each
shareholder known by Alanco to be the beneficial owner of more than 5% of the
outstanding Alanco common stock or common stock equivalent as of November 23,
2007. Information regarding the stock ownership of Robert R. Kauffman, Alanco
Chairman and Chief Executive Officer, Donald E. Anderson, Alanco Director,
Timothy P. Slifkin, Director and StarTrak Chief Executive Officer, and Thomas A.
Robinson, StarTrak Executive Vice President, is also shown in the table in the
following section, Current Directors and Executive Officers.
Five Percent Owners
Class A Total Total
Common Common Total Stock,
Shares Stock Stock Options &
Owned Equivalent Exercisable Owned Warrants
Class A Percent Series A Total Owned Stock and Percent of
Common of Preferred Common Percent Options Options Common
Shares Class Shares Stock of and and Equivalent
Owned (6) Owned (7) Equivalent Class (6) Warrants Warrants Class (8)
------------------------------------------------------------------------------------------
Technology Systems 1,807,670 7.95% -- 1,807,670 6.47% -- 1,807,670 6.47%
International, Inc. (1)
Donald E. Anderson (2) 1,214,107 5.34% 1,343,085 2,825,810 10.11% 1,012,000 3,837,810 13.25%
Robert R. Kauffman (3) 232,800 1.02% 863,146 1,268,576 4.54% 1,238,000 2,506,576 8.59%
Timothy P. Slifkin (4) 2,403,480 10.57% 0 2,403,480 8.60% 230,000 2,633,480 9.35%
Thomas A. Robinson (5) 1,542,320 6.79% 0 1,542,320 5.52% 230,000 1,772,320 6.29%
(1) Technology Systems International, Inc., a Nevada corporation, (TSIN) is an
independent, private company, which was issued 6,000,000 shares (equivalent
to 2,400,000 as adjusted for the October 16, 2006 2 for 5 reverse stock
split) of Alanco common stock in 2002 in connection with the acquisition of
the assets of TSIN effective in June 2002. TSIN filed a Schedule 13G on
December 31, 2006, indicating TSIN ownership of 1,807,670 Alanco common
shares. TSIN has previously indicated their intention to distribute the
shares of Alanco common stock in excess of certain corporate litigation and
liquidation expenses on a pro-rata basis to their shareholders; however,
the shares have not been distributed as of the date of filing, and there is
no assurance that the shares will be distributed. The address of TSIN is
c/o Jill H. Ford, Trustee, P.O. Box 5845, Carefree, AZ 85377.
(2) The number of shares, options and warrants owned includes The Anderson
Family Trust, owner of 912,867 shares of Alanco Class A Common Stock,
774,703 shares of Alanco Series A Convertible Preferred Stock and 670,000
exercisable warrants; Programmed Land, Inc., owner of 293,240 shares of
Alanco Class A Common Stock, 568,382 shares of Alanco Series A Convertible
Preferred Stock and 200,000 exercisable warrants, both of which Mr.
Anderson claims beneficial ownership; and 8,000 shares of Alanco Class A
Common Stock and 142,000 exercisable options owned by Mr. Anderson. Mr.
Anderson also has an additional 75,000 stock options with a vesting
schedule ranging from August 15, 2008 to August 15, 2010, and 45,000 stock
options with a vesting schedule ranging from October 5, 2008 to October 5,
2011. The 1,343,085 shares of Series A Convertible Preferred Stock
beneficially owned by Mr. Anderson represent 33.71% of the total Series A
Convertible Preferred shares outstanding. Mr. Anderson's address is 11804
North Sundown Drive, Scottsdale, Arizona 85260.
(3) In addition to the shares shown above, Robert R. Kauffman, Alanco Chairman
and Chief Executive Officer, also beneficially owns 455,000 shares of TSIN
stock, representing an ownership position of less than 2% of the
outstanding TSIN shares. If TSIN distributes the shares of Alanco common
stock owned by TSIN to TSIN shareholders on a proportionate basis, Mr.
Kauffman may acquire additional shares of Alanco common stock, thereby
slightly increasing his percentage of Alanco common shares owned; but due
to matters as discussed in Footnote 1 above, we are unable to accurately
calculate the changes to Mr. Kauffman's ownership. Mr. Kauffman also has an
additional 45,000 stock options with a vesting schedule ranging from August
15, 2008 to August 15, 2010, and 180,000 stock options with a vesting
schedule ranging from October 5, 2008 to October 5, 2011. The 863,146
shares of Series A Convertible Preferred Stock beneficially owned by Mr.
Kauffman represent 21.66% of the total Series A Convertible Preferred
shares outstanding. The address for Mr. Kauffman is: c/o Alanco
Technologies, Inc., 15575 North 83rd Way, Suite 3, Scottsdale, Arizona
85260.
(4) In addition to the stock options shown above, Timothy P. Slifkin, Director
and President of StarTrak Systems, LLC, has 180,000 options with a vesting
schedule ranging from June 30, 2008 to June 30, 2010, and 90,000 stock
options with a vesting schedule ranging from October 5, 2008 to October 5,
2011.
(5) In addition to the stock options shown above, Thomas A. Robinson, Executive
Vice President of StarTrak Systems, LLC, has 180,000 options with a vesting
schedule ranging from June 30, 2008 to June 30, 2010, and 90,000 stock
options with a vesting schedule ranging from October 5, 2008 to October 5,
2011.
(6) The percentages for Class A Common Stock shown are calculated based upon
22,728,035 shares of Class A Common Stock outstanding on November 23, 2007.
The percentages for Total Common Stock Equivalent are calculated based upon
27,950,109 shares outstanding on November 23, 2007.
(7) Preferred Shares are Series A Convertible Preferred Stock, each share of
which is convertible into 1.2 shares of Class A Common Stock. As of
November 23, 2007, there are 3,984,118 shares of Series A Convertible
Preferred Stock outstanding. The 5% owners do not own any shares of the
Series B Convertible Preferred Stock.
(8) In calculating the percentage of ownership, option and warrant shares are
deemed to be outstanding for the purpose of computing the percentage of
shares of common stock equivalent owned by such person, but are not deemed
to be outstanding for the purpose of computing the percentage of shares of
common stock equivalent owned by any other stockholders.
Current Directors and Executive Officers
The following table sets forth the number of exercisable stock options and the
number of shares of the Company's Common Stock and Preferred Stock beneficially
owned as of November 23, 2007, by individual directors and executive officers
and by all directors and executive officers of the Company as a group.
The number of shares beneficially owned by each director or executive officer is
determined under rules of the Securities and Exchange Commission, and the
information is not necessarily indicative of the beneficial ownership for any
other purpose. Unless otherwise indicated, each person has sole investment and
voting power (or shares such power with his or her spouse) with respect to the
shares set forth in the following table.
Securities of the Registrant Beneficially Owned (1)
Total
Class A Shares Series A Shares Total Shares Total Stock,
Common Owned Preferred Owned Common Owned Exercisable Stock Options
Stock Percent Stock Percent Stock Percent Stock Owned + & Warrants
Name of Shares of Class Shares of Class Equivalent of Class Options & Options & Percent of
Beneficial Owner (2) Owned (7) Owned (7) Owned (7) Warrants (8) Warrants Class (9)
------------------------- --------- -------- --------- -------- ---------- -------- ------------ --------- ----------
Robert R. Kauffman (3) 232,800 1.02% 863,146 21.66% 1,268,576 4.54% 1,238,000 2,506,576 8.59%
Director/COB/CEO
John A. Carlson 100,257 0.44% 154,665 3.88% 285,855 1.02% 599,000 884,855 3.10%
Director/EVP/CFO
Harold S. Carpenter 122,216 0.54% 344,195 (5) 8.64% 535,250 1.92% 287,000 822,250 2.91%
Director
James T. Hecker 28,156 0.12% 32,345 (6) 0.81% 66,971 0.24% 165,000 231,971 0.83%
Director
Thomas C. LaVoy 9,859 0.04% 55,804 1.40% 76,824 0.27% 157,000 233,824 0.83%
Director
Donald E. Anderson (4) 1,214,107 5.34% 1,343,085 33.71% 2,825,810 10.11% 1,012,000 3,837,810 13.25%
Director
Timothy P. Slifkin 2,403,480 10.57% 0 0.00% 2,403,480 8.60% 230,000 2,633,480 9.35%
Director/CEO - StarTrak
Greg M. Oester 23,155 0.10% 15,686 0.39% 41,979 0.15% 493,000 534,979 1.88%
President - TSIA
Thomas A. Robinson 1,542,320 6.79% 0 0.00% 1,542,320 5.52% 230,000 1,772,320 6.29%
EVP - StarTrak
--------- --------- --------- --------- ----------
Officers and Directors 5,676,350 24.98% 2,808,926 70.50% 9,047,065 32.37% 4,411,000 13,458,065 41.59%
========= ========= ========= ========= ==========
as a Group (9 individuals)
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC") and generally indicates voting
or investment power with respect to securities. In accordance with SEC
rules, shares that may be acquired upon conversion or exercise of stock
options, warrants or convertible securities which are currently
exercisable or which become exercisable within 60 days are deemed
beneficially owned. Except as indicated by footnote, and subject to
community property laws where applicable, the persons or entities named
in the table above have sole voting and investment power with respect to
all shares of Common Stock shown as beneficially owned.
(2) COB is Chairman of the Board; CEO is Chief Executive Officer; EVP is
Executive Vice President; CFO is Chief Financial Officer. (3) In addition
to the shares shown above, Robert R. Kauffman, Alanco Chairman and Chief
Executive Officer, also beneficially owns
455,000 shares of TSIN stock, representing an ownership position of less
than 2% of the outstanding TSIN shares. If TSIN distributes the shares of
Alanco common stock owned by TSIN to TSIN shareholders on a proportionate
basis, Mr. Kauffman may acquire additional shares of Alanco common stock,
thereby slightly increasing his percentage of Alanco common shares owned;
but due to matters as discussed in Footnote 1 of the Five Percent Owners
table above, we are unable to accurately calculate the changes to Mr.
Kauffman's ownership.
(4) The number of shares, options and warrants owned includes The Anderson
Family Trust, owner of 902,867 shares of Alanco Class A Common Stock,
774,703 shares of Alanco Series A Convertible Preferred Stock and 670,000
exercisable warrants; Programmed Land, Inc., owner of 293,240 shares of
Alanco Class A Common Stock, 568,382 shares of Alanco Series A
Convertible Preferred Stock and 200,000 exercisable warrants, both of
which Mr. Anderson claims beneficial ownership; and 8,000 shares of
Alanco Class A Common Stock and 137,000 exercisable options owned by Mr.
Anderson.
(5) Excludes 176,000 shares of Class A Common Stock, 379,980 shares of Series
A Convertible Preferred Stock and 92,000 warrants to purchase Class A
Common Stock owned by Heartland Systems Co., a company for which Mr.
Carpenter serves as an officer. Mr. Carpenter disclaims beneficial
ownership of such shares.
(6) Excludes 220,000 shares of Class A Common Stock, 487,461 shares of Series
A Convertible Preferred Stock and 174,000 warrants to purchase Class A
Common Stock owned by Rhino Fund LLP. The fund is controlled by Rhino
Capital Incorporated, for which Mr. Hecker serves as Treasurer and
General Counsel. Mr. Hecker disclaims beneficial ownership of such
shares.
(7) The percentages for Class A Common Stock shown are calculated based upon
22,728,035 shares of Class A Common Stock outstanding on November 23,
2007. The percentages for Series A Convertible Preferred Stock are
calculated based upon 3,984,118 shares of Series A Convertible Preferred
Stock outstanding on November 23, 2007, each of which is convertible into
1.2 shares of Class A Common Stock. The percentages for Common Stock
Equivalent shares are calculated based upon 27,950,109 Common Stock
Equivalent shares outstanding as of November 23, 2007.
(8) Represents unexercised stock options and warrants issued to named
executive officers and directors. All options and warrants listed that
were issued to the executive officers and directors were exercisable at
November 23, 2007. Robert Kauffman also holds the following options:
45,000 options exercisable in fiscal year 2009, 65,000 options
exercisable in fiscal year 2010, 65,000 options exercisable in fiscal
year 2011, and 50,000 options exercisable in fiscal year 2012. John
Carlson also holds the following options: 20,000 options exercisable in
fiscal year 2009, 30,000 options exercisable in fiscal year 2010, 30,000
options exercisable in fiscal year 2011, and 25,000 options exercisable
in fiscal year 2012. Donald Anderson also holds the following options:
32,500 options exercisable in fiscal year 2009, 37,500 options
exercisable in fiscal year 2010, 37,500 options exercisable in fiscal
year 2011, and 12,500 options exercisable in fiscal year 2012. Harold
Carpenter also holds the following options: 17,500 options exercisable in
fiscal year 2009, 22,500 options exercisable in fiscal year 2010, 22,500
options exercisable in fiscal year 2011, and 12,500 options exercisable
in fiscal year 2012. Greg Oester also holds the following options: 7,500
options exercisable in fiscal year 2009, 12,500 options exercisable in
fiscal year 2010, 12,500 options exercisable in fiscal year 2011, and
12,500 options exercisable in fiscal year 2012. Timothy Slifkin also
holds the following options: 60,000 options exercisable in fiscal year
2008, 75,000 options exercisable in fiscal year 2009, 85,000 options
exercisable in fiscal year 2010, 25,000 options exercisable in fiscal
year 2011, and 25,000 options exercisable in fiscal year 2012. Thomas
Robinson also holds the following options: 60,000 options exercisable in
fiscal year 2008, 75,000 options exercisable in fiscal year 2009, 85,000
options exercisable in fiscal year 2010, 25,000 options exercisable in
fiscal year 2011, and 25,000 options exercisable in fiscal year 2012.
(9) The number and percentages shown include the shares of common stock
equivalent actually owned as of November 23, 2007 and the shares of
common stock that the identified person or group had a right to acquire
within 60 days after November 18, 2007. The percentages shown are
calculated based upon 27,950,109 Common Stock Equivalent shares
outstanding as of November 23, 2007. In calculating the percentage of
ownership, option and warrant shares are deemed to be outstanding for the
purpose of computing the percentage of shares of common stock equivalent
owned by such person, but are not deemed to be outstanding for the
purpose of computing the percentage of shares of common stock equivalent
owned by any other stockholders.
Meetings and Committees of the Board of Directors
The Board of Directors has a Compensation/Administration Committee, which was
formed in 1995 and is comprised of Messrs. Harold S. Carpenter and James T.
Hecker, who are independent directors of the Company. The
Compensation/Administration Committee recommends to the Board the compensation
of executive officers and serves as the Administrative Committee for the
Company's Stock Option Plans. The Compensation/Administration Committee met
three times during the fiscal year ended June 30, 2007.
The Board of Directors also has an Audit/Corporate Governance Committee. The
Audit Committee was originally formed in 1995. In September 2004, the Board of
Directors approved a name change for the committee to Audit/Corporate Governance
Committee to more accurately reflect the additional duties and responsibilities
of the committee as required by the Sarbanes-Oxley Act of 2002. The
Audit/Corporate Governance Committee, comprised of Messrs. Harold S. Carpenter,
James T. Hecker, and Thomas C. LaVoy, all of whom are independent non-employee
directors of the Company who have significant business experience and are deemed
to be financially knowledgeable, serves as a liaison between the Board and the
Company's auditor. The Audit/Corporate Governance Committee provides general
oversight of the Company's financial reporting and disclosure practices, system
of internal controls, and the Company's processes for monitoring compliance with
Company policies. The Audit/Corporate Governance Committee reviews with the
Company's independent auditors the scope of the audit for the year, the results
of the audit when completed, and the independent auditor's fee for services
performed. The Audit/Corporate Governance Committee also recommends independent
auditors to the Board of Directors and reviews with management various matters
related to its internal accounting controls. The Audit/Corporate Governance
Committee is comprised of independent members as defined under the National
Association of Securities Dealers listing standards. The Audit/Corporate
Governance Committee met three times during the fiscal year ended June 30, 2007.
The final Board committee is the Nominating/Independent Directors Committee,
which is comprised of Messrs. Harold S. Carpenter, James T. Hecker, Thomas C.
LaVoy, and Donald E. Anderson, all members of the Company's Board of Directors
who have been determined by the Board to meet the qualification as "independent"
director as set forth in Rule 10A-3 of the Exchange Act. Per Board resolution,
the Nominating/Independent Directors Committee approves all management
nominations for members of the Company's Board of Directors. In addition, the
Nominating/Independent Directors Committee meets in regularly scheduled
executive sessions at which only the independent directors are present.
All meetings held by the Board of Directors' committees were attended by each of
the directors serving on such committees with the following exception: Mr. LaVoy
was absent from one meeting for each committee on which he serves.
The Company's Board of Directors held three meetings during the fiscal year
ended June 30, 2007, at which time all Directors were present, with the
exception of Mr. LaVoy, who was absent from one Board of Directors meeting. All
current members of the Board of Directors' committees are expected to be
nominated for reelection at a meeting of the Board of Directors following the
annual meeting.
Compliance with Section 16(a) of Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Officers and Directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Officers,
Directors and greater than 10% shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely upon a review of the copies of such forms furnished to the Company, or
written representations that no Form 5's were required, the Company believes
that as of the date of filing of this Form 10-KSB, all Section 16(a) filing
requirements applicable to its officers, Directors and greater than 10%
beneficial owners were satisfied.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the compensation paid or accrued by the Company
for the services rendered during the fiscal years ended June 30, 2007, 2006 and
2005 to the Company's Chief Executive Officer, Chief Financial Officer,
President of the Company's subsidiary, Alanco/TSI PRISM, Inc. (ATSI), President
of the Company's subsidiary, StarTrak Systems, LLC (STS), and Executive Vice
President of the Company's subsidiary, StarTrak Systems, LLC, whose salaries and
bonus exceeded $100,000 during the last fiscal year (collectively, the "Named
Executive Officers"). No stock appreciation rights ("SARs") have been granted by
the Company to any of the Named Executive Officers during the last three fiscal
years.
Annual Compensation Long-Term Compensation
----------------------------------- ----------------------
Name and Other (1) Securities (# shares)
Principal Annual Annual Underlying Options
Position Salary Bonus Compensation $ Granted during FY
---------------------------------- -------- --------- -------------- ----------------------
Robert R. Kauffman, C.E.O.
FY 2007 $250,000 None $17,400 60,000
FY 2006 225,000 None 17,400 376,000
FY 2005 183,750 None 17,400 40,000
John A. Carlson, C.F.O.
FY 2007 222,500 None 10,400 20,000
FY 2006 200,000 None 10,400 228,000
FY 2005 163,333 None 10,033 30,000
Greg M. Oester, President, ATSI
FY 2007 154,500 None None 0
FY 2006 154,500 None None 48,000
FY 2005 154,500 None None 14,000
Timothy P. Slifkin, President, STS
FY 2007 160,000 None 667 0
FY 2006 N/A N/A N/A 400,000
FY 2005 N/A N/A N/A N/A
Thomas A. Robinson, Exec V.P., STS
FY 2007 160,000 None 667 0
FY 2006 N/A N/A N/A 400,000
FY 2005 N/A N/A N/A N/A
(1) Represents supplemental executive benefit reimbursement for the year and Company matching for
Alanco's 401(K) Profit Sharing Plan.
Option Grants in Last Fiscal Year
The following table sets forth each grant of stock options made during the
fiscal year ended June 30, 2007, to each of the Named Executive Officers and/or
Directors and to all other employees as a group. No stock appreciation rights
("SARs") have been granted by the Company.
Number of
Securities
Underlying % of Total Exercise
Options Options Price Grant Expiration
Name Granted Granted ($/Sh) Date Date
-------------------------------------------------------------------------
Robert Kauffman 60,000 21.58% $1.37 8/15/2006 8/15/2011
John Carlson 20,000 7.19% $1.37 8/15/2006 8/15/2011
Harold Carpenter 40,000 14.39% $1.37 8/15/2006 8/15/2011
Donald Anderson 100,000 35.97% $1.37 8/15/2006 8/15/2011
Other Employees 58,000 20.86% $1.86 1/8/2007 1/8/2012
---------- ----------
Total 278,000 100.00%
========== ==========
All options are granted at a price not less than "grant-date market." During the
fiscal year 155,200 previously granted stock options expired or were cancelled.
Aggregated Options and Warrants - Exercised in Last Fiscal Year and Values at
Fiscal Year End
The following table sets forth the number of exercised and unexercised options
and warrants held by each of the Named Executive Officers and/or Directors at
June 30, 2007, and the value of the unexercised, in-the-money options at June
30, 2007.
Shares Unexercised Value of Unexercised
Acquired On Value Options & Warrants In-The-Money
Exercise During Realized at Fiscal Year End Options &Warrants
Name 2007 Fiscal Year ($) (1) (Shares) (2) at FYE ($) (3)
---- ---------------- -------- ------------------ --------------------
Robert Kauffman 200,000 $426,000 1,209,000 $742,760
John Carlson 0 0 586,000 306,560
Harold Carpenter 0 0 276,000 175,680
James Hecker 0 0 160,000 68,240
Thomas LaVoy 0 0 152,000 60,560
Donald Anderson 40,000 (4,000) 992,000 562,280
Timothy Slifkin 0 0 220,000 121,000
Greg Oester 0 0 488,000 103,160
Thomas Robinson 0 0 220,000 121,000
(1) Calculated as the difference between closing price on the date exercised
and the exercise price, multiplied by the number of options exercised.
(2) Represents the number of securities underlying unexercised options and
warrants that were exercisable at 2007 Fiscal Year End.
(3) Calculated as the difference between the closing price of the Company's
Common Stock on June 30, 2007, and the exercise price for those options
exercisable on June 30, 2007, with an exercise price less than the
closing price, multiplied by the number of applicable options.
Option Grants Subsequent to Fiscal Year End
Number of
Underlying
Securities
Options Date of Date Expiration Option
Name Granted Grant Exercisable Date Price
--------------------------------------------------------------------------------
Robert R. Kauffman 200,000 (1) 10/5/07 (2) 10/5/12 $2.00
John A. Carlson 100,000 (1) 10/5/07 (2) 10/5/12 $2.00
Donald E. Anderson 50,000 (1) 10/5/07 (2) 10/5/12 $2.00
Harold S. Carpenter 50,000 (1) 10/5/07 (2) 10/5/12 $2.00
James T. Hecker 50,000 (1) 10/5/07 (2) 10/5/12 $2.00
Thomas C. LaVoy 50,000 (1) 10/5/07 (2) 10/5/12 $2.00
Timothy P. Slifkin 100,000 (1) 10/5/07 (2) 10/5/12 $2.00
Greg M. Oester 50,000 (1) 10/5/07 (2) 10/5/12 $2.00
Thomas A. Robinson 100,000 (1) 10/5/07 (2) 10/5/12 $2.00
Other Employees 408,000 (1) 7/20/07 (3) 7/20/12 $2.50
Other Employees 100,000 (1) 10/5/07 (2) 10/5/12 $2.00
(1) Issued pursuant to the 1998, 1999, 2000, 2002, 2004, 2005 & 2006 Stock
Option Plan.
(2) 10% vest on 10/5/2007, 15% vest on 10/5/2008, 25% vest on 10/5/2009,
25% vest on 10/5/2010 and 25% vest on 10/5/2011.
(3) 10% vest on 7/20/2007, 15% vest on 7/20/2008, 25% vest on 7/20/2009,
25% vest on 7/20/2010 and 25% vest on 7/20/2011.
Employment Agreements and Executive Compensation
The Executive Officers are at-will employees without employment agreements.
Compensation of Directors
During fiscal year 2007, non-employee Directors were compensated for their
services in cash ($750 per meeting per day up to a maximum of $1,500 per
meeting) and through the grant of options to acquire shares of Class A Common
Stock as provided by the 1996, 1998, 1999, 2000, 2002, 2004, 2005, and 2006
Directors and Officers Stock Option Plans (the "D&O Plans") which are described
below. All Directors are entitled to receive reimbursement for all out-of-pocket
expenses incurred for attendance at Board of Directors meetings.
The 1996 Directors and Officers Stock Option Plan was approved by the Board of
Directors on September 9, 1996. Shareholders approved the 1998, 1999, 2000,
2002, 2004, 2005, and 2006 Directors and Officers Stock Option Plans on November
6, 1998, November 5, 1999, November 10, 2000, November 22, 2002, November 19,
2004, January 20, 2006, and January 30, 2007, respectively. The purpose of the
1996, 1998, 1999, 2000, 2002, 2004, 2005, and 2006 D&O Plans is to advance the
business and development of the Company and its shareholders by affording to the
Directors and Officers of the Company the opportunity to acquire a propriety
interest in the Company by the grant of Options to acquire shares of the
Company's common stock. All Directors and Executive Officers of the Company are
eligible to participate in the 1996, 1998, 1999, 2000, 2002, 2004, 2005, and
2006 Plans. Newly appointed Directors receive options to purchase shares of
common stock at fair market value. Upon each subsequent anniversary of the
election to the Board of Directors, each non-employee Director may receive an
additional option to purchase shares of common stock at fair market value.
Transactions with Management
Mr. Steve Oman, a former member of the Board of Directors, received compensation
in the amount of approximately $116,100 and $70,200 for legal services to the
Company for the fiscal year ended June 30, 2007 and 2006, respectively.
Mr. Donald Anderson, a member of the Board of Directors and trustee and
beneficial owner of the Anderson Family Trust, was paid interest in fiscal year
2007 and 2006 under the Line of Credit Agreement in the amount of approximately
$186,500 and $89,500, respectively.
AUDIT/CORPORATE GOVERNANCE COMMITTEE REPORT (1)
The Audit/Corporate Governance Committee of the Board of Directors is currently
comprised of three independent directors, and operates under a written charter
adopted by the Board. The members of the Audit/Corporate Governance Committee
are Harold S. Carpenter, a CEO with over 30 years senior management experience,
James T. Hecker, an attorney and CPA, and Thomas C. LaVoy, a CPA. All three
individuals are experienced in reading and understanding financial statements,
and, in fact, are deemed to be financial experts as defined by audit committee
requirements.
The Audit/Corporate Governance Committee is directly responsible for the
appointment, compensation, retention and oversight of the work of the
independent auditor engaged for the purpose of preparing an audit report or
performing other audit, review or attest services for the Company. The auditor
reports directly to the Audit/Corporate Governance Committee. The
Audit/Corporate Governance Committee has established "whistleblower" procedures
for the receipt, retention and treatment of complaints regarding accounting,
internal accounting controls or auditing matters, including procedures for the
confidential anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters.
Authority to engage independent counsel and other advisors has been given to the
Audit/Corporate Governance Committee as it determines is necessary to carry out
its duties. The Company provides appropriate funding for the Audit/Corporate
Governance Committee to compensate the outside auditors and any lawyers and
advisors it employs and to fund ordinary administrative expenses of the
Audit/Corporate Governance Committee that are necessary in carrying out its
duties.
The Audit/Corporate Governance Committee provides general oversight of the
Company's financial reporting and disclosure practices, system of internal
controls, and the Company's processes for monitoring compliance by the Company
with Company policies. The Audit/Corporate Governance Committee reviews with the
Company's independent auditors the scope of the audit for the year, the results
of the audit when completed, and the independent auditor's fee for services
performed. The Audit/Corporate Governance Committee also recommends independent
auditors to the Board of Directors and reviews with management various matters
related to its internal accounting controls. During the last fiscal year, there
were three meetings of the Audit/Corporate Governance Committee.
Management is responsible for the Company's internal controls and the financial
reporting process. The independent auditors are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with the auditing standards of the Public Company Accounting
Oversight Board (United States) and issuing a report thereon. The
Audit/Corporate Governance Committee is responsible for overseeing and
monitoring the quality of the Company's accounting and auditing practices.
The members of the Audit/Corporate Governance Committee are not professionally
engaged in the practice of auditing or accounting and may not be experts in the
fields of accounting or auditing, or in determining auditor independence.
Members of the Audit/Corporate Governance Committee rely, without independent
verification, on the information provided to them and on the representations
made by management and the independent accountants. Accordingly, the
Audit/Corporate Governance Committee's oversight does not provide an independent
basis to determine that management has maintained procedures designed to assure
compliance with accounting standards and applicable laws and regulations.
Furthermore, the Audit/Corporate Governance Committee's considerations and
discussions referred to above do not assure that the audit of the Company's
financial statements has been carried out in accordance with auditing standards
generally accepted in the United States, that the financial statements are
presented in accordance with accounting principles generally accepted in the
United States of America or that the Company's auditors are in fact
"independent."
Review of Audited Financial Statements
In this context, the Audit/Corporate Governance Committee reviewed and discussed
the Company's audited financial statements with management and with the
Company's independent auditors. Management represented to the Audit/Corporate
Governance Committee that the Company's consolidated financial statements were
prepared in accordance with auditing standards of the Public Company Accounting
Oversight Board (United States). Discussions about the Company's audited
financial statements included the auditor's judgments about the quality, not
just the acceptability, of the accounting principles, the reasonableness of
significant judgments and the clarity of disclosures in its financial
statements. The Audit/Corporate Governance Committee also discussed with the
auditors other matters required by Statement on Auditing Standards, ("SAS") No.
61 "Communication with Audit Committees," as amended by SAS No. 90, "Audit
Committee Communications."
The Company's auditors provided to the Committee written disclosures required by
the Independence Standards Board Standard No. 1 "Independence Discussion with
Audit Committee." The Audit/Corporate Governance Committee discussed with the
auditors their independence from the Company, and considered the compatibility
of non-audit services with the auditor's independence.
Audit Fees
The aggregate fees billed by Semple, Marchal & Cooper, LLP, the Company's
independent auditor, for professional services rendered for the audit of the
Company's annual financial statements for the fiscal years ended June 30, 2007
and 2006 and the review of the financial statements included in the Company's
Forms 10-QSB for such fiscal years were approximately $122,300 and $107,100,
respectively.
Financial Information Systems Design and Implementation
There were no fees billed for the professional services described in Paragraph
(c)(4)(ii) of Rule 2-01 of Regulation S-X rendered by Semple, Marchal & Cooper,
LLP for the fiscal year ended June 30, 2007 and 2006.
All Other Fees
Semple, Marchal & Cooper, LLP billed the Company during fiscal year 2007 and
2006 a total of approximately $12,000 and $11,000, respectively, for tax
preparation and tax consulting services. The Audit Committee has considered
whether the provision of these services is compatible with maintaining the
principal accountant's independence.
Audit Committee Pre-Approval Policies and Procedures
The 2007 and 2006 audit services provided by Semple, Marchal & Cooper were
approved by our Audit/Corporate Governance Committee. The Audit/Corporate
Governance Committee implemented pre-approval policies and procedures related to
the provision of audit and non-audit services. Under these procedures, the
Audit/Corporate Governance Committee pre-approves both the type of services to
be provided by our independent accountants and the estimated fees related to
these services. During the approval process, the Audit/Corporate Governance
Committee considers the impact of the types of services and related fees on the
independence of the auditor. These services and fees must be deemed compatible
with the maintenance of the auditor's independence, in compliance with the SEC
rules and regulations. Throughout the year, the Audit/Corporate Governance
Committee and, if necessary, the Board of Directors, reviews revisions to the
estimates of audit and non-audit fees initially approved.
Recommendation
Based on the Audit/Corporate Governance Committee's discussion with management
and the auditors, and the Audit/Corporate Governance Committee's review of the
representations of management and the report of the auditors to the
Audit/Corporate Governance Committee, the Audit/Corporate Governance 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 year ended June
30, 2007, filed with the Securities and Exchange Commission.
AUDIT/CORPORATE GOVERNANCE COMMITTEE
James T. Hecker
Harold S. Carpenter
Thomas C. LaVoy
-----------------------
(1) The material in this report is not "soliciting material," is not deemed
filed with the commission and is not to be incorporated by reference in any
filing of the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or after the
date hereof and irrespective of any general incorporation language in any such
filing.
Proposal No. 1 ELECTION OF DIRECTORS
The Articles of Incorporation presently provide for a Board of Directors of not
more than nine members. The number of Directors of the Company has been fixed at
seven by the Company's Board of Directors. The Company's Board of Directors
recommends the election of the seven nominees listed below to hold office until
the next Annual Meeting of Shareholders or until their successors are elected
and qualified or until their earlier death, resignation or removal. The persons
named as "proxies" in the enclosed form of Proxy, who have been designated by
Management, intend to vote for the seven nominees for election as Directors
unless otherwise instructed in such proxy. If at the time of the Meeting, any of
the nominees named below should be unable to serve, which event is not expected
to occur, the discretionary authority provided in the Proxy will be exercised to
cumulatively vote for the remaining nominees, or for a substitute nominee or
nominees, if any, as shall be designated by the Board of Directors.
Nominees
All nominees for Director have been approved by the Company's
Nominating/Independent Directors Committee. The following table sets forth the
name and age of each nominee for Director, indicating all positions and offices
with the Company presently held by him, and the period during which he has
served as such:
Year
Name Age Position First Director
-----------------------------------------------------------------------------
Harold S. Carpenter 73 Director 1995
James T. Hecker 50 Director 1997
Robert R. Kauffman 67 Director/C.O.B./C.E.O. 1998
Thomas C. LaVoy 48 Director 1998
John A. Carlson 60 Director/E.V.P./C.F.O. 1999
Donald E. Anderson 74 Director 2002
Timothy P. Slifkin 52 Director/C.E.O. - StarTrak 2006
Business Experience of Nominees
Robert R. Kauffman: Mr. Kauffman was appointed as Chief Executive Officer and
Chairman of the Board effective July 1, 1998. Mr. Kauffman was formerly
President and Chief Executive Officer of NASDAQ-listed Photocomm, Inc., from
1988 until 1997 (since renamed Kyocera Solar, Inc.). Photocomm was the nation's
largest publicly owned manufacturer and marketer of wireless solar electric
power systems with annual revenues in excess of $35 million. Prior to Photocomm,
Mr. Kauffman was a senior executive of the Atlantic Richfield Company (ARCO)
whose varied responsibilities included Senior Vice President of ARCO Solar,
Inc., President of ARCO Plastics Company and Vice President of ARCO Chemical
Company. Mr. Kauffman earned an M.B.A. in Finance at the Wharton School of the
University of Pennsylvania, and holds a B.S. in Chemical Engineering from
Lafayette College, Easton, Pennsylvania.
John A. Carlson: Mr. Carlson, Executive Vice President and Chief Financial
Officer of Alanco Technologies, Inc., joined the Company in September 1998 and
was named Chief Financial Officer in November 1998. Mr. Carlson started his
career with Price Waterhouse & Co. in Chicago, Illinois. He has over twenty-five
years of public and private financial and operational management experience,
including over twelve years as Chief Financial Officer of a Fortune 1000
printing and publishing company. He earned his Bachelor of Science degree in
Business Administration at the University of South Dakota, and is a Certified
Public Accountant.
Donald E. Anderson: Donald E. Anderson is President and owner of Programmed
Land, Inc., a Minnesota and Scottsdale, Arizona, based company. Programmed Land
is a diversified holding company engaged in real estate, including ownership,
development, marketing and management of properties. He is also majority owner
of a company involved in the automotive industry. From 1988 until 1997, Mr.
Anderson was Chairman of the Board of NASDAQ-listed Photocomm, Inc., a company
involved in the solar electric business. Since 1983, Mr. Anderson has also been
President of Pine Summit Bible Camp, a non-profit organization that operates a
year-round youth camp in Prescott, Arizona. Mr. Anderson has a B.A. degree in
accounting.
Harold S. Carpenter: Mr. Carpenter is the former President of Superiorgas Co.,
Des Moines, Iowa, which is engaged in the business of trading and brokering bulk
refined petroleum products with gross sales of approximately $500 million per
year. He is also the General Partner of Superiorgas L.P., an investment company
affiliated with Superiorgas Co. Mr. Carpenter founded these companies in 1984
and 1980, respectively. Mr. Carpenter is also the President of Carpenter
Investment Company, Des Moines, Iowa, which is a real estate investment company
holding properties primarily in central Iowa. From 1970 until 1994, Mr.
Carpenter was the Chairman of the George A. Rolfes Company of Boone, Iowa, which
manufactured air pollution control equipment. Mr. Carpenter graduated from the
University of Iowa in 1958 with a Bachelor of Science and Commerce degree.
James T. Hecker: Mr. Hecker is both an Attorney and a Certified Public
Accountant. Since 1987 Mr. Hecker has been Vice President, Treasurer and General
Counsel of Rhino Capital Incorporated, Evergreen, Colorado, a private capital
management company which manages a $60 million portfolio. He also served, since
1992, as a trustee of an $11 million charitable trust. From 1984 to 1987, Mr.
Hecker was the Controller of Northern Pump Company, Minneapolis, Minnesota, a
multi-state operating oil and gas company with more than 300 properties, with
responsibility of all accounting and reporting functions. Prior to that, from
1981 to 1984, Mr. Hecker was Audit Supervisor of Total Petroleum, Inc., Denver,
responsible for all phases of internal audit and development of audit and
systems controls. Mr. Hecker received a J.D. degree from the University of
Denver in 1992, and a B.B.A. degree in Accounting and International Finance from
the University of Wisconsin in 1979. He is a member in good standing of the
Colorado and the American Bar Associations, the Colorado Society of CPAs, and
the American Institute of CPAs.
Thomas C. LaVoy: Thomas C. LaVoy has served as Chief Financial Officer of
SuperShuttle International, Inc., since July 1997 and as Secretary since March
1998. From September 1987 to February 1997, Mr. LaVoy served as Chief Financial
Officer of NASDAQ-listed Photocomm, Inc. Mr. LaVoy was a Certified Public
Accountant with the firm of KPMG Peat Marwick from 1980 to 1983. Mr. LaVoy has
a Bachelor of Science degree in Accounting from St. Cloud University, Minnesota,
and is a Certified Public Accountant.
Timothy P. Slifkin: Timothy P. Slifkin, President and Chief Executive Officer of
the Company's subsidiary, StarTrak Systems, LLC, is directly responsible for
development of StarTrak's wireless product line and for leading the North
American rail industry's acceptance of the technology for damage prevention,
refrigeration transport, and asset management applications. Mr. Slifkin has been
developing remote monitoring systems since founding Elexor Associates in 1986,
and in developing and deploying wireless systems (satellite and terrestrial)
since 1992. He has several patents issued or pending on related technology.
Prior to founding StarTrak, Mr. Slifkin was employed with Hewlett Packard,
Johannson Microwave, American Microsystems, and Jet Propulsion Laboratories. He
holds a Bachelors Degree in Engineering.
INDEPENDENT AUDITOR
Semple, Marchal & Cooper, LLP, Phoenix, Arizona, was appointed as the Company's
Independent Auditor for the fiscal years ended June 30, 2000, 2001, 2002, 2003,
2004, 2005, 2006, and 2007. The Company anticipates the appointment of Semple,
Marchal & Cooper, LLP to audit the Company's financial statements for the fiscal
year ending June 30, 2008. A representative of Semple, Marchal & Cooper, LLP is
expected to attend the Shareholders' Meeting and will have an opportunity to
make a statement if the representative desires to do so and is expected to be
available to respond to appropriate questions.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" information into this Proxy
Statement, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. This Proxy
Statement incorporates by reference documents which are not presented in this
Proxy Statement or delivered to you with it. The information incorporated by
reference is an important part of this Proxy Statement. We incorporate by
reference the documents listed below and amendments to them. These documents and
their amendments were previously filed with the SEC.
The following documents filed by us with the SEC are incorporated by reference
in this Proxy Statement:
1. Our Form 10-KSB filed with the SEC on October 1, 2007.
2. Our Form 10-QSB filed with the SEC on November 14, 2007.
REQUEST FOR COPY OF FORM 10-KSB
Shareholders may receive a copy of the Form 10-KSB without charge via e-mail
request to alanco@alanco.com, by calling the Company at 480-607-1010, Ext. 857,
or by writing to the Company to the attention of the Company's Corporate
Secretary at 15575 North 83rd Way, Suite 3, Scottsdale, Arizona 85260.
SHAREHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING;
DISCRETIONARY AUTHORITY; OTHER BUSINESS
Any shareholder who intends to present a proposal at the annual meeting of
shareholders for the year ending June 30, 2008, and have it included in the
Company's proxy materials for that meeting generally must deliver the proposal
to us for our consideration not less than 120 calendar days in advance of the
date of the Company's proxy statement released to security holders in connection
with the previous year's annual meeting of security holders and must comply with
Rule 14a-8 under the Securities Exchange Act of 1934, as amended. In accordance
with the above rule, the applicable proposal submission deadline for the 2008
annual meeting of shareholders would be August 20, 2008.
Pursuant to Rule 14a-4 under the Securities Exchange Act of 1934, as amended,
the Company intends to retain discretionary authority to vote proxies with
respect to shareholder proposals properly presented at the Meeting, except in
circumstances where (i) the Company receives notice of the proposed matter a
reasonable time before the Company begins to mail its proxy materials (including
this proxy statement), and (ii) the proponent complies with the other
requirements set forth in Rule 14a-4.
The Board of Directors is not aware of any other business to be considered or
acted upon at the Meeting other than that for which notice is provided, but in
the event other business is properly presented at the Meeting, requiring a vote
of shareholders, the proxy will be voted in accordance with the judgment on such
matters of the person or persons acting as proxy (except as described in the
preceding paragraph). If any matter not appropriate for action at the Meeting
should be presented, the holders of the proxies shall vote against the
consideration thereof or action thereon.
ADELE L. MACKINTOSH
SECRETARY
Scottsdale, Arizona
November 26, 2007
Proxy Solicited by the Board of Directors of Alanco Technologies, Inc.
The undersigned hereby appoints Robert R. Kauffman and John A. Carlson, or any
one of them, with full power of substitution, as attorneys-in-fact and proxies
to represent the undersigned at the Annual Meeting of Shareholders of Alanco
Technologies, Inc. to be held at 15575 N. 83rd Way, Scottsdale, Arizona, at
10:00 a.m. Mountain Standard Time, on January 18, 2008, and at any and all
adjournments thereof, to vote in the name and place of the undersigned with all
the power which the undersigned would possess if personally present, all of the
stock of Alanco Technologies, Inc. standing in the name of the undersigned, upon
such business as may properly come before the meeting, including the following
as set forth hereon.
A SHAREHOLDER MAY USE CUMULATIVE VOTING FOR THE NOMINEES OF THAT PROPOSAL BY
VOTING THE NUMBER OF THE SHARES HELD TIMES THE NUMBER OF DIRECTORS BEING ELECTED
ON A SINGLE OR GROUP OF CANDIDATES. SHAREHOLDERS MAY ALSO WITHHOLD AUTHORITY TO
VOTE FOR A NOMINEE(S) BY DRAWING A LINE THROUGH THE NOMINEE'S NAME(S). FOR
EXAMPLE, A SHAREHOLDER WITH 1,000 SHARES MAY CAST A TOTAL OF 7,000 VOTES (# OF
SHARES X 7 DIRECTORS) FOR ALL, ONE, OR A SELECT NUMBER OF CANDIDATES.
PROPOSAL NO. 1 ELECTION TO THE BOARD OF DIRECTORS
___FOR Management nominees listed below equally among all the nominees OR VOTED
AS FOLLOWS:
Harold S. Carpenter _____ Shares James T. Hecker _____ Shares Timothy P. Slifkin _____ Shares
Robert R. Kauffman _____ Shares Thomas C. LaVoy _____ Shares
John A. Carlson _____ Shares Donald E. Anderson _____ Shares
___WITHHOLD AUTHORITY to vote for all nominees listed above.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE WITH
THE SHAREHOLDER'S SPECIFICATION ABOVE. IF THE SHAREHOLDER DOES NOT INDICATE A
PREFERENCE, MANAGEMENT INTENDS TO VOTE FOR ALL PROPOSALS LISTED. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS FOR WHICH THE SHAREHOLDER
HAS NOT INDICATED A PREFERENCE OR IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED
AT THE TIME OF THE MAILING OF THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO
THE UNDERSIGNED.
The undersigned revokes any proxies heretofore given by the undersigned and
acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy
Statement furnished herewith.
Dated_________________________________, 200_
----------------------------------- ------------------------------------
Signature(s) should agree with the name(s) hereon. Executors, administrators,
trustees, guardians and attorneys should indicate when signing. Attorneys should
submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALANCO. PLEASE
SIGN AND RETURN THIS PROXY TO ALANCO TECHNOLOGIES, INC., C/O COMPUTERSHARE TRUST
COMPANY, INC., 350 INDIANA STREET, SUITE 800, GOLDEN, CO 80401. THE GIVING OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.