X-Message-Number: 830 Date: Sun, 17 May 92 18:01:24 -0700 From: Subject: Minutes of Shareholders' Meeting MINUTES OF THE SEVENTEENTH ANNUAL MEETING OF TRANS TIME, INC. SHAREHOLDERS April 26, 1992 10208 Pearmain St. Oakland, CA 94603 The Annual Meeting of Shareholders was called to order by President Art Quaife at 1:25 P.M. The President announced that this was Trans Time's twentieth year of existence--there were no shareholders for the first three years. The following persons were present: Shareholders Guests Carmen Brewer Avi Ben-Abraham, M.D. Peter Christiansen Michael Breen, M.D. John Day Bob Cowan Stephen Kehrer Kathryn Her Norm Lewis Dick Marsh, Ph.D. Art Quaife, Ph.D. Judy Segall Paul Segall, Ph.D. Hal Sternberg, Ph.D. Jerry White Annie Yount Jim Yount Quorum Proxies representing 809,465 shares out of 1,041,615 outstanding common shares were mailed in or presented at the meeting. The quorum requirement is that at least 50% of the outstanding common shares be represented. A quorum was thus achieved with 78% of the total shares represented. Approval of Agenda The agenda was approved with no additions or changes. Financial Summary of 1991 A Financial Statement for 1991 has been mailed to all shareholders and was available for those present. President Art Quaife reported that 1991 was easily the best year yet for Trans Time. The net profit was $230,000--largely due to the sale of our Cryomedical Sciences stock. Trans Time has now shown a profit in four years out of the last five. Working capital increased by $157,000 to $230,000. Total assets increased by $423,000 to $618,000. Shareholders' equity increased by $305,000 to $495,000. Other significant financial developments included a 50-for-1 stock split, and an elimination of pre-emptive rights, facilitating the sale and transfer of Trans Time stock. Trans Time also now has an open Stock Offering of 244,600 shares at $1.40 per share, of which it has sold approximately one-seventh. Election of Directors A management slate of seven candidates had been selected for nomination by the Board. President Art Quaife asked for further nominations for candidates from the floor. John Day placed the following names in nomination: Dr. Avi Ben-Abraham, Jerry White, Annie Yount, and H. Jackson Zinn. John Day, Stephen Kehrer, and Jerry White also submitted additional ballots to Art Quaife. Norm Lewis and Judy Segall, as proxies nominated by the Board, directed that the shares they were authorized by shareholders to cast be divided equally among all the management candidates. Kathryn Her had been appointed the Inspector of Elections by the President. She reported the following vote totals: Jerry White 875,000 Avi Ben-Abraham 875,000 Hal Sternberg 762,988 Art Quaife 632,460 Annie Yount 590,099 Norm Lewis 500,030 Judy Segall 435,852 ---------------------------------------- Stephen Kehrer 424,960 Carmen Brewer 284,960 Peter Christiansen 284,905 Jack Zinn 1 There were 5,666,255 votes cast out of a possible 7,291,305. The top seven individuals listed above were elected. Art welcomed the new members to the Board and presented them with copies of the Corporate Director's Guidebook published by the American Bar Association. There being no other business, the Annual Meeting of Shareholders was adjourned by President Art Quaife at 2:10 P.M. Judy Segall Secretary Rate This Message: http://www.cryonet.org/cgi-bin/rate.cgi?msg=830