This excerpt taken from the ADES DEF 14A filed Nov 12, 2008.
TO BE HELD ON DECEMBER 5, 2008
To the Shareholders of ADA-ES, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Special Meeting) of ADA-ES, Inc., a Colorado corporation (the Company, we or us), will be held on December 5, 2008, at 9:00 a.m. Colorado time, at the offices of the Company at 8100 SouthPark Way, Unit B, Littleton, Colorado 80120-4525, to consider and vote upon the following proposals:
1. To approve the issuance and sale by the Company of 1,800,000 shares of Series A Convertible Preferred Stock and 1,800,000 shares of Series B Convertible Preferred Stock (collectively, the Preferred Stock) to Energy Capital Partners I, LP and its affiliated funds (ECP) (collectively, the Private Placement). We must use the net proceeds from the Private Placement to fund the construction of an activated carbon manufacturing facility (the Project) through our joint venture with ECP. The issuance of our common stock upon any conversion of the Preferred Stock will result in ECP acquiring approximately 35% of our common stock outstanding (based on the number of shares outstanding as of the Record Date).
2. To approve the issuance of up to 1,000,000 shares of our common stock in such amounts and on the terms and conditions determined by the Board, which may be issued directly or indirectly in the form of common stock underlying options, warrants, preferred stock, convertible debt or other derivative securities, in connection with raising capital for the Project (the Stock Issuance Plan). Any shares issued pursuant to the Stock Issuance Plan would be issued at no more than a 10% discount to the then-current market price of our common stock as of a specific trading day or market prices over a range of trading days. If approved, the authorization for the Stock Issuance Plan would expire on the date of our next annual meeting of shareholders.
All shareholders are cordially invited to attend; however, only shareholders of record at the close of business on November 4, 2008 are entitled to vote at the Special Meeting or any postponements or adjournments thereof.
November 5, 2008
This is an important meeting and all shareholders are invited to attend the meeting in person. Whether or not you plan to attend the meeting in person, please vote your shares electronically on the Internet or on the telephone by following the instructions on the enclosed proxy card or complete, sign and date the proxy card and return it promptly in the return envelope provided. No postage is required if mailed in the United States. Shareholders who attend the meeting may revoke their proxy and vote their shares in person.
This excerpt taken from the ADES DEF 14A filed Apr 29, 2008.
TO BE HELD JUNE 18, 2008
This Proxy Statement is furnished to the shareholders of ADA-ES, Inc. (the Company), a Colorado corporation, in connection with the solicitation of proxies by the Companys (our) Board of Directors (the Board), to be voted at our ANNUAL MEETING OF SHAREHOLDERS (the Meeting) to be held on Wednesday, June 18, 2008, at the Pinehurst Country Club at 6255 West Quincy Ave., Denver, Colorado and any postponements or adjournments thereof. This Proxy Statement and accompanying form of proxy is first being mailed or given to our shareholders on or about May 9, 2008. The shares represented by all proxies that are properly executed and submitted will be voted at the Meeting in accordance with the instructions indicated thereon, and if no instructions are given, then in the discretion of the proxy holder. Throughout this Proxy Statement, the terms we, us our and our Company refer to ADA-ES, Inc., and unless the context indicates otherwise, our subsidiaries on a consolidated basis.