www.sec.gov/Archives/edgar/data/845880/0000899078-02-00 -
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Published on: 11/6/2002
Last Visited: 11/8/2002
Nicholas W. Hollingshad and William A. Searles, who previously served as advisory directors, were appointed to serve in the vacant seats in Class II resulting from the resignations of Messrs.
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William A. Searlesmanagement positions at two major U.S. petroleum refineries.
Mr. Searles was an advisory director of PROBEX CORP (age 59)
from November 1999 and became a director of the Company in January 2002.He is Chairman of our Finance Committee and a member of our Corporate Governance Committee.He has been associated with American Physicians Services Group, Inc. since 1989 as a director and since 1995 as Chairman of APS Investment Services, Inc.He has served as Chairman of the Board of a private company, Uncommon Care, Inc. since 1998 and as a director of a public company, Prime Medical Services, Inc. since 1989.He has also been a director of APS Asset Management, Inc, a registered investment company since 1998.Prior to 1990, he spent 24 years in various positions with Wall Street investment banking firms, including his last 10 years as a limited partner/associate director with Bear Sterns.Mr. Searles owned a small travel agency for 27 years that filed for Federal bankruptcy protection in late 1997 and liquidated under Chapter 7 in January 1999.
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35,000 (1) William A. Searles
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William A. Searles
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Searles and Hollingshad, respectively, served as such advisory directors, and since they continue to serve on the Board of Directors as voting directors, neither APS Financial Corporation nor Probex Southwest Partnership LP has elected to exercise its right to appoint an advisory director.Further, pursuant to loans made to us for interim financing, the lenders are entitled to appoint a member to our Board of Directors until such loans have been repaid or converted into our common stock.
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William A. Searles
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Mr. Searles disclaims beneficial ownership of these shares and
warrants held by American Physicians Service Group.
Includes 35,000 shares acquirable pursuant to the exercise of stock
options and 15,000 shares acquirable pursuant to the exercise of
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William A. Searles, an advisory director since November 1999 and a director since January 2002, is the Chairman of APS Investment Services, Inc.We engaged APS Financial Corporation, an affiliate of APS Investment Services, Inc., to serve as the placement agent for our private placement of Series A 10% Cumulative Convertible Preferred Stock.As a result of such engagement, we paid APS Financial Corporation a total of $588,500 in cash commissions and issued to APS Financial Corporation five-year warrants to purchase a total of 402,000 shares of common stock at a purchase price of $1.875 per share during fiscal year ended September 30, 2000.Additionally, we paid APS Financial Corporation $160,809 for subsequent investments by its clients in us during the fiscal year ended September 30, 2001.
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