Reliable Power Systems Inc – ‘PRE 14A’ for 12/31/98

As of:  Tuesday, 5/4/99   ·   For:  12/31/98   ·   Accession #:  312066-99-4   ·   File #:  0-09255   ·   Correction:  This Filing was Corrected by the SEC on 5/13/99. ®

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Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               15±    69K 

Document Table of Contents

SCHEDULE 14A INFORMATION                                                        
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

[Amendment No. ____]                                                            

Filed by the Registrant                x                                        
Filed by a Party other than the Registrant                                      

Check the appropriate box:                                                      
X   Preliminary Proxy Statement                                                 
Confidential, for Use of the Commission Only (as permitted by Rule 14a  
(e)(2))                                                                 
Definitive Proxy Statement                                              
Definitive Additional Materials                                         
Soliciting Material Pursuant to  240.14a-11(c) or  240.14a-12           

 Dencor Energy Cost Controls, Inc.
  (Name of Registrant as Specified in its Charter)

  Not Applicable
(Name of Person(s) Filing Proxy Statement if other than Registrant)             

Payment of Filing Fee (Check the appropriate box):                              
X  No fee required.                                                             
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.  

1.  Title of each class of securities to which transaction applies:         
Not applicable                                                      

2.  Aggregate number of securities to which transaction applies:            
Not applicable                                                      

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):                            
Not applicable                                                      

4.  Proposed maximum aggregate value of transaction:                        
Not applicable                                                      

5.  Total fee paid:                                                         
Not applicable                                                      

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:  Not applicable                                 
2.  Form, Schedule or Registration Statement No.:  Not applicable           
3.  Filing Party:  Not applicable                                           
4.  Date Filed:  Not applicable                                             

DENCOR ENERGY COST CONTROLS, INC.     
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS      
TO BE HELD ON JUNE 24, 1999           

TO THE SHAREHOLDERS OF DENCOR ENERGY COST CONTROLS, INC:                        

Notice is hereby given that the Annual Meeting of Shareholders of               
Dencor Energy Cost Controls, Inc. (the "Company") will be held at the           
Corporate Offices, 1450 West Evans Avenue, Denver, Colorado  80223,             
on June 24, 1999 at 4:00 o'clock p.m., local time, for the following            
purposes:                                                                       

1.  To elect a Board of three Directors;                                        

2.  To consider and vote upon a proposal recommended by the Board of            
Directors to amend the Company's Articles of Incorporation to                   
increase the Company's authorized Common Stock from 5,000,000 shares            
to 25,000,000 shares;                                                           

3.   To consider a proposal to amend the Company's Articles of                  
Incorporation to provide for authorized preferred stock consisting              
of 5,000,000 shares of preferred stock.  The rights and preferences             
of the preferred stock to be authorized are to be determined by the             
Board of Directors.                                                             

4.  To consider a proposal to amend the Company's Articles of                   
Incorporation to limit the personal liability of directors in certain           
circumstances.                                                                  

5.  To ratify the Board of Directors' selection of Gelfond Hochstadt            
Pangburn & Company, Certified Public Accountants, as the Company's              
independent auditors for the fiscal year ending December 31, 1999;              
and                                                                             

6.  To transact such other business as may properly come before the             
meeting.                                                                        

Shareholders of record at the close of business on May 10, 1999 shall           
be entitled to notice of and to vote at the Annual Meeting or any               
adjournment thereof.  A complete list of the shareholders entitled              
to vote at the Annual Meeting, showing the address of each shareholder and      
the number of shares registered in the name of each, as of the record date,     
shall be open to examination during ordinary business hours at the              
Company's offices, 1450 West Evans, Denver, Colorado 80223.  The above list     
will also be available at the Annual Meeting.                                   

I invite you to attend.  In any event, you are encouraged to sign,              
date, and promptly return the proxy card.  The giving of a proxy will           
not prevent voting in person if you attend the Annual Meeting.                  

Please read the attached Proxy Statement.                                       

         BY ORDER OF THE BOARD OF DIRECTORS,
Maynard L. Moe      
President           

Denver, Colorado                                                                
May 10, 1999                                                                    

DENCOR ENERGY COST CONTROLS, INC. 
1450 West Evans   
Denver, Colorado  80223 
(303) 922-1888    

PROXY STATEMENT     
SOLICITATION BY BOARD OF DIRECTORS    

The enclosed proxy is solicited by the Board of Directors of Dencor             
Energy Cost Controls, Inc. (the "Company") for use at the Annual                
Meeting of Shareholders of the Company to be held at the Corporate              
Offices, 1450 West Evans Avenue, Denver, Colorado 80223, on June 24,            
1999 at 4:00 o'clock p.m., local time, or any adjournment thereof               
(the "Annual Meeting").  The Company anticipates that the proxy                 
statement and the accompanying form of the proxy will be first mailed           
or given to shareholders on May 13, 1999.                                       

The cost of preparing, assembling and mailing the notice, proxy                 
statement and proxy and related miscellaneous costs will be paid by             
the Company.  The Company intends to request banks, brokerage houses            
and other custodians, nominees and fiduciaries to forward copies of             
the proxy material to those persons for whom they hold such shares              
and to request authority for the execution of proxies.  The Company             
will reimburse them for the reasonable out-of-pocket expenses                   
incurred by them in so doing.                                                   

REVOCABILITY OF PROXY         

The proxy may be revoked by the person giving it at any time prior              
to the Annual Meeting by giving written notice of revocation to the             
Company or at any time before it has been exercised by appearing at             
the Annual Meeting and giving oral notice of revocation.                        

Unless instructed to the contrary in a proxy, the proxy will be voted           
for each of the persons nominated by management and named below in              
the election of the Company's Board of Directors, in favor of the               
proposal to amend the Company's Articles of Incorporation to increase           
the Company's authorized Common Stock from 5,000,000 shares to                  
25,000,000 shares, in favor of the proposal to amend the Company's              
Articles of Incorporation to provide for 5,000,000 shares of                    
authorized preferred stock, in favor of the proposal to amend the               
Company's Articles of Incorporation to limit the personal liability             
of directors, and for ratification of the selection of Gelfond                  
Hochstadt Pangburn & Company, Certified Public Accountants, to be the           
Company's independent auditors, and in the discretion of the proxy              
holder with respect to any other matters that may properly come                 
before the Annual Meeting.  The persons named in the proxy will                 
exercise their best judgment with respect to the other matters.  The            
Board of Directors knows of no other matters to come before the                 
Annual Meeting at this time.                                                    

SHARES OUTSTANDING AND VOTING RIGHTS

Shareholders of record at the close of business on May 10, 1999 (the            
"Record Date") will be entitled to vote at the Annual Meeting.                  
Holders of a majority of outstanding shares on the Record Date of the           
Company's common stock represented in person or by proxy constitute             
a quorum.  The holders of these shares are entitled to one vote per             
share.  In the election of Directors, however, cumulative voting is             
permitted.  A shareholder is entitled to cast that number of votes              
equal to the number of his shares multiplied by the number of                   
Directors to be elected.  He may cast those votes for a single                  
nominee or distribute them among the nominees as he may determine.              
There are no conditions precedent to the exercise of the right to               
cumulate votes.  Discretionary authority to cumulate votes is not               
solicited as part of this proxy solicitation.                                   

As of the Record Date, there were 4,803,804 shares of common stock              
issued, outstanding, and entitled to vote.  For details concerning              
the shares of the Company held by the Directors, officers, and                  
certain shareholders, see "Stock Ownership of Officers, Directors,              
and Principal Shareholders".                                                    

ANNUAL REPORT               

The Company's Annual Report, including Form 10-KSB with financial               
statements for the year ended December 31, 1998, is being mailed with           
this Proxy Statement.                                                           

ELECTION OF DIRECTORS         

At the Annual Meeting, the shareholders will elect a Board of                   
Directors of three persons to serve until the next annual meeting of            
shareholders or until the election and qualification of their                   
respective successors.  Unless authority is withheld, proxies shall             
be voted for the election of the following persons as Directors,                
provided that if any of such nominees shall be unavailable to serve             
for any reason not now known to the Board of Directors, the proxies             
will be voted for the election of a substitute nominee designated by            
the Board of Directors.  It is not anticipated that any nominee will            
be unable or unwilling to accept nomination or election.  All of the            
nominees have consented to serve as Directors until the next annual             
meeting, if elected.  A majority of the votes cast at the Annual                
Meeting by shareholders entitled to vote thereon will be required for           
the election to the Board of Directors.                                         

NOMINEES              

MAYNARD L. MOE, AGE 64, CHAIRMAN OF THE BOARD OF DIRECTORS AND                  
PRESIDENT SINCE 1974                                                            

Dr. Moe, a founder of the Company, has served as Chairman of the                
Board of Directors and President since 1974. He has spent full-time             
in the management of the Company.                                               

THEODORE A. HEDMAN, AGE 60, DIRECTOR SINCE 1988 SECRETARY SINCE 1988            

Mr. Hedman has been Manager of Engineering for Dencor since 1979.               

EDMUND BARBOUR, AGE 75, DIRECTOR SINCE 1997 TREASURER SINCE 1997                

Since 1987 Mr. Barbour has been an economics consultant.                        

No Director is a director of any other public company.  There are no            
family relationships among Directors of the Company, and no                     
arrangements or understandings pursuant to which any of them are to             
be elected as Directors.                                                        

During the fiscal year ended December 31, 1998, the Company had four            
(4) Directors' Meetings.  Each of the directors attended all                    
meetings.  There are no audit, compensation, or nominating committees           
of the Board of Directors.                                                      

Section 16(a) Beneficial Ownership Compliance                                   

Section 16(a) of the Securities Exchange Act of 1934, as amended (the           
"Exchange Act"), requires the Company's directors, executive officers           
and holders of more than 10 percent of the Company's common stock to            
file with the Securities and Exchange Commission initial reports of             
ownership and reports of changes in ownership of common stock and               
other equity securities of the Company.  The Company believes that              
during the fiscal year ended December 31, 1998, its officers,                   
directors, and holders of more than 10 percent of the Company's                 
common stock complied with all Section 16(a) filing requirements.               

STOCK OWNERSHIP OF OFFICERS,          
DIRECTORS, AND PRINCIPAL SHAREHOLDERS         

The following table sets forth the number of shares of the Company's            
Common Stock owned of record or beneficially, or both, as of May 10,            
1998, by each person who owns of record, or is known by the Company             
to have owned, individually or with his associates or beneficially,             
more than five percent of such shares then outstanding, and the                 
number of shares owned beneficially on that date by each Director and           
Nominee for Director, by each Executive Officer named in The Summary            
Compensation Table below, and by Officers and Directors of the                  
Company as a group.  Information as to the beneficial ownership is              
based upon statements furnished to the Company by such persons.                 

Title of                                                                        
Class         Name & Address of        Amount and Nature of     Percent         
         Beneficial Owners        Beneficial Ownership    of Class (w)

Common Stock  Maynard L. Moe (u,v)        1,203,650 (x)           25.1          
2309 South Jackson                                  
Denver, CO 80210                                    

    Theodore A. Hedman (u,v)       648,300 (y)          13.5
5445 South Camargo Road                             
Littleton, CO 80123                                 

    Edmund Barbour (u,v)           110,000               2.3
2765 S. Golden Way                                  
Denver, CO 80227                                    

    Executive Officers and       1,961,950              40.8
Directors as a group                                
(three persons)                                     

(u) These persons currently are Directors of the Company.                       
(v) These persons are Executive Officers of the Company.                        
(w) On May 1, 1999, there were 4,803,804 shares of common stock issued          
and outstanding.                                                        
(x) Includes 409,650 shares owned of record by Carol M. Moe, wife of            
Maynard L. Moe.                                                         
(y) Includes 35,800 shares owned of record by Charlotte Hedman, wife of         
Theodore A. Hedman.                                                     

      COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth in summary form the compensation received        
during each of the Company's last three completed fiscal years by the Chief     
Executive Officer and President of the Company.  No executive officer           
of the company, including the Chief Executive Officer and President, received   
total salary and bonus exceeding $100,000 during any of the last three fiscal   
years.                                                                          

    Summary Compensation Table

          Annual Compensation     Long Term Compensation
                                                                       All
                               Other       Restricted                  Other
Name and                         Annual      Stock               LTIP   Compen- 
Principal    Fiscal Salary  Bonus Compensation   Awards Options Payouts  sation 
Position      Year   ($)     ($)      ($)                   #      ($)     (4)  
                   (1)     (2)      (3)          (4)     (5)     (6)     (7)
Maynard Moe   1998  $69,700  -0-      -0-          -0-     -0-     -0-     -0-  
Chief Execu-                                                                    
tive Officer, 1997   68,600  -0-      -0-          -0-     -0-     -0-     -0-  
President and                                                                   
a Director    1996   54,672  -0-      -0-          -0-     -0-     -0-     -0-  

(1) The dollar value of base salary (cash and non-cash) received.               

(2) The dollar value of bonus (cash and non-cash) received.                     

(3) During the periods covered by the Summary Compensation Table, the Company   
    did not pay any other annual compensation not properly categorized as salary
  or bonus, including perquisites and other personal benefits, securities or
property.                                                               

(4) During the periods covered by the Summary Compensation Table, the Company   
did not make any award of restricted stock.                             

(5) The Company has had no stock option plans.                                  

(6) The Company has a Restricted Stock Bonus Plan, the purpose of which is to   
attract and retain qualified personnel for responsible positions.  The  
Company has remaining 196,000 shares of the Company's authorized but    
unissued common stock as of December 31, 1998, to be awarded as stock   
   bonuses to employees, not including Dr. Moe.  Stock bonuses may be awarded,
as an incentive to contribute to the success of the Company, at the     
discretion of a stock bonus committee, consisting of not less than two  
directors, from a list of recommendations submitted periodically by the 
    President.  The plan may be amended, modified, suspended or withdrawn at any
time by the Board of Directors.  There were no shares awarded during the
periods covered by the Summary Compensation Table.                      

(7) No other compensation                                                       

Employment Contracts                                                    

Compensation pursuant to plans.  Dr. Moe, for the year 1999, will receive an    
annual salary of $69,700 payable in substantially equal monthly installments.   
Dr. Moe  also will receive additional compensation equal to two percent of      
the Company's first $100,000 pre-tax net profits, plus four percent of pre-     
tax profits from $100,000 to $200,000 plus six percent of the pre-tax profits   
in excess of $200,000.                                                          

Compensation of Directors                                               

The Company pays its non-employee director $100 per Directors' Meeting          
attended.  It is anticipated that no more than twelve meetings will occur       
each year.  The Company has no other compensation arrangements with             
Directors.                                                                      

   2.  PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
     TO INCREASE AUTHORIZED COMMON STOCK

The Board has unanimously approved and proposed for shareholder   
approval an amendment to the Company's Articles of Incorporation to increase    
the Company's authorized Common Stock from 5,000,000 to 25,000,000 shares.      
The Company's Articles of Incorporation currently authorize the issuance of     
5,000,000 shares of Common Stock and no shares of preferred stock.  As of May   
10, 1999, 4,803,804 shares of the Company's Common Stock were issued and        
outstanding.  Without amending the Articles of Incorporation, the               
Company would be able to issue 196,196 additional shares of Common Stock.       
If the proposed change in authorized capital is approved by shareholders, the   
Company will have 20,196,196 shares of unissued and unreserved shares of        
Common Stock available for issuance in the future.                              

The Board believes that the additional shares of Common Stock     
resulting from the amendment of the Articles of Incorporation should be         
available for issuance from time to time as may be required for various         
purposes, including the issuance of Common Stock in connection with financing   
or acquisition transactions and the issuance or reservation of Common Stock     
for employee stock options.  The Company anticipates that in the future it      
will consider a number of possible financing and acquisition transactions       
that may involve the issuance of additional equity, debt or convertible         
securities.  If the proposed increase in authorized capital is approved, the    
Board would be able to authorize the issuance of shares for these purposes      
without the necessity, and related costs and delays, of either calling a        
special shareholders' meeting or of waiting for the regularly scheduled         
annual meeting of shareholders in order to increase the authorized capital.     
If in a particular instance shareholder approval were required by law or        
otherwise deemed advisable by the Board, then the matter would be referred      
to the shareholders for their approval regardless of whether a sufficient       
number of shares previously had been authorized.  For example, the Colorado     
Business Corporation Act requires approval by the Company's shareholders if     
the number of shares of Common Stock to be issued equaled or exceeded           
20 percent of the shares of Common Stock outstanding immediately prior to       
that issuance.  The shareholders of the Company are not entitled to pre-        
emptive rights with respect to the issuance of any authorized but               
unissued shares.                                                                

The proposed change in capital is not intended to have any anti-  
takeover effect and is not part of any series of anti-takeover measures         
contained in any debt instruments or the Articles of Incorporation or the       
Bylaws of the Company in effect on the date of this Proxy Statement.  However,  
shareholders should note that the availability of additional authorized and     
unissued shares of Common Stock could make any attempt to gain control of the   
Company or the Board more difficult or time consuming and that the avail-       
ability of additional authorized and unissued shares might make it more         
difficult to remove current management.  Although the Board currently has no    
intention of doing so, shares of Common Stock could be issued by the Board to   
dilute the percentage of Common Stock owned by a significant shareholder and    
increase the cost of, or the number of, voting shares necessary to acquire      
control of the Board or to meet the voting requirements imposed by Colorado     
law with respect to a merger or other business combination involving the        
Company.  The Company is not aware of any proposed attempt to take over the     
Company or of any attempt to acquire a large block of the Company's Common      
Stock.  The Company has no present intention to use the increased authorized    
Common Stock for anti-takeover purposes.                                        

Required Vote; Board Recommendation                               

    The affirmative vote of a majority of the outstanding shares of Common
Stock is required to approve the proposed amendment to the Articles of          
Incorporation.  The Board of Directors unanimously recommends that the share-   
holders vote in favor of the proposal concerning the increase in authorized     
capital.                                                                        

         3.  PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
           TO PROVIDE FOR AUTHORIZED PREFERRED STOCK

     The Board of Directors has unanimously approved and proposes for share-
holder approval an amendment to the Company's Articles of Incorporation to      
authorize a new class of capital stock consisting of 5,000,000 shares of pre-   
ferred stock, no par value (the "Preferred Stock"), with such relative          
rights, preferences and designations as may be determined by the Board in its   
sole discretion upon the issuance of any shares of the Preferred Stock.  The    
proposal to authorize a new class of Preferred Stock is intended to provide     
shares of Preferred Stock for issuance from time to time as may be required     
for various purposes.  The shares of Preferred Stock could be issued from       
time to time by the Board in its sole discretion without further approval       
or authorization by the shareholders, in one or more series, each of which      
series could have any particular distinctive designations as well as relative   
rights and preferences as determined by the Board.  The relative rights and     
preferences that may be determined by the Board in its discretion from time     
to time, include but are not limited to the following:                          

1.  the rate of dividend and whether the dividends are to be cumulative 
and the priority, if any, of dividend payments relative to other
series in the class;                                            
 2.  whether the shares of any such series may be redeemed, and if so, the
redemption price and the terms and conditions of redemption;    
3.  the amount payable with respect to such series in the event of      
      voluntary or involuntary liquidation and the priority, if any, of each
    series relative to other series in the class with respect to amounts
    payable upon liquidation and sinking fund provision, if any, for the
redemption or purchase of the shares of that series;            
 4.  the terms and conditions, if any, on which the shares of a series may
      be converted into or exchanged for shares of any class, whether common
    or preferred, or into shares of any series of the same class, and if
       provision is made for conversion or exchange, the times, prices, rates,
adjustments and other terms.                                    

The existence of authorized but unissued shares of Preferred Stock could
have anti-takeover effects because the Company could issue Preferred Stock      
with special dividend or voting rights that could discourage potential          
bidders.                                                                        

    The authorization of the Preferred Stock will give the Company's Board
of Directors the ability, without shareholder approval, to issue shares of      
Preferred Stock with rights and preferences determined by the Board             
of Directors in the future.  As a result, the Company may issue shares of       
Preferred Stock that have dividend, voting and other rights superior to those   
of the Common Stock, or that convert into shares of Common Stock,               
without the approval of the holders of Common Stock.  This could result in      
the dilution of the voting rights, ownership and liquidation value of current   
shareholders.                                                                   

Required Vote; Board Recommendation                               

    The affirmative vote of a majority of the outstanding shares of Common
Stock is required to approve the authorization of the Preferred Stock.  The     
Board of Directors unanimously recommends that the shareholders vote in favor   
of the proposal to approve the authorization of the Preferred Stock.            

4.  PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION 
TO LIMIT DIRECTORS' PERSONAL LIABILITY

The Board of Directors has unanimously approved and proposes for share-     
holder approval an amendment to the Company's Articles of Incorporation to      
limit certain monetary liabilities of the directors of the Company to           
the Company or its shareholders.  The proposed amendment would implement        
provisions of the Colorado Business Corporation Act permitting a Colorado       
corporation such as the Company to include in its Articles of Incorporation     
a provision limiting the personal liability of a director to the Company or     
its shareholders for monetary damages.                                          

The Colorado law concerning limitation of liability for directors also may  
be viewed as a response to the perceived difficulty of attracting and           
retaining well-qualified directors and officers of Colorado corporations in     
view of the increased risks of personal liability resulting from judicial       
decisions.  During the past several years, courts have increasingly scrutinized 
business decisions made by the directors of corporations and have held          
directors personally liable to a corporation or its shareholders for damages    
arising from breach of their fiduciary duty as directors, including the duty    
of care.  Liability for the breach of the duty of care may arise when directors 
have unintentionally failed to exercise sufficient care in reaching decisions   
or otherwise attending to their responsibilities as directors.                  

The proposed amendment to the Articles of Incorporation is designed to avoid
or reduce the undesirable consequences described above that may result from     
increased risk for personal financial liability to the Company's directors by   
limiting the liability of directors to the extent permitted by Colorado law     
as currently in effect or as the law may be changed in the future. The primary  
effect of the proposed amendment would be to eliminate the liability of the     
director, but not that of a director while acting in another capacity, to the   
Company or its shareholders for monetary damages for violations of that         
director's fiduciary duty of care or loyalty that arise after the amendment     
is adopted.  There are a number of limitations on the protection afforded       
directors by the proposed amendment.  The amendment would limit the liability   
of a director only to the Company and its shareholders.  Directors would still  
remain potentially liable for damages and suits brought by third parties,       
including governmental and regulatory agencies, or for violations of laws,      
such as the federal securities laws. In addition, the amendment would not       
eliminate or limit liability of a director for breaching his duty of loyalty,   
failing to act in good faith, engaging in intentional misconduct or knowingly   
violating a law, paying a dividend or approving a stock repurchase that is      
illegal under Colorado law, or obtaining improper personal benefits. The        
availability of equitable remedies, such as injunctions or rescission, for      
breach of fiduciary duty would remain.                                          

The proposed amendment provides that no amendment, modification or repeal   
of the proposed amendment will adversely affect any right or protection of a    
director that exists at the time of the amendment, modification or repeal.      
This is intended to assure directors that the protection of the amendment       
will not be retroactively withdrawn.  In addition, if the law applicable to     
the proposed amendment to the Articles of Incorporation is modified, then the   
scope of the amendment will be correspondingly modified without further         
action by the Company's shareholders.  The Company is not aware of any          
proposed changes to applicable law on the limitation of directors' liability.   

  The Board of Directors believes that the amendment is in the best interests of
the Company and its shareholders because it will allow the Company's            
directors to make business decisions on the basis of the best interests of      
the Company and its share-holders without undue concern about personal lia-     
bility and will enhance the Company's ability in the future to attract and      
retain highly qualified directors.  Directors' and officers' liability          
insurance coverage may become more costly and less comprehensive.  The Board    
believes that the proposed amendment should lessen the impact of changes in     
the cost and scope of directors liability insurance.                            

Although the limitation of monetary damages could conceivably have a        
negative effect on the level of diligence and care used by directors, the       
Board of Directors believes that the diligence and care used by the Company's   
directors extends primarily from their desire to act in the best interests of   
the Company and not from a fear of monetary damage awards.  Therefore, the      
Board of Directors believes that the level of diligence and care exercised      
by directors and officers will not be lessened by adoption of the amendment.    
However, it should be recognized that the directors and officers could          
benefit from the amendment, and thus have a personal interest in having the     
amendment approved because it would limit certain liabilities of directors.     

The text of the proposed amendment to the Company's Articles of         
Incorporation is as follows:                                            

Proposed Article Seventh:                                               

   "Seventh.  The personal liability of each director of the Company shall
 be eliminated and limited to the full extent permitted by the laws of the
State of Colorado, including without limitation as permitted by the     
provisions of Section 7-108-402 of the Colorado Business Corporation Act
and any successor provision, as amended from time to time.  No amendment
of this Articles of Incorporation or repeal of any of its provisions    
shall limit or eliminate the benefits provided to directors under this  
 provision with respect to any act or omission that occurred prior to that
amendment or repeal."                                                   

Under the Company's current Bylaws, the Company is required to indemnify
its directors to the full extent permitted by Colorado law.  Colorado law       
permits indemnification of a director except in connection with a proceeding    
by or on behalf of the Company or a proceeding in which the director was        
found to have derived a personal benefit from the transaction.  A director      
may be indemnified against liability in a civil (as contrasted with a           
criminal) action if he conducted himself in good faith and he reasonably        
believed that, with respect to conduct in his official capacity, his conduct    
was in the Company's best interests or, in other cases, his conduct             
was not opposed to the Company's best interests.  Therefore, under the          
Company's current indemnification provisions, the Company could not indemnify   
a director for liability for breach of his duty of care in connection           
with an action brought by the Company or its shareholders.                      

Required Vote; Board Recommendation                                     

The affirmative vote of a majority of the outstanding shares is required
to adopt this amendment.  If this amendment is not approved by the share-       
holders, the Board will consider other appropriate action.  The Board of        
Directors unanimously recommends that the shareholders vote in favor of the     
proposal to amend the Articles of Incorporation to limit directors' liability   
in certain circumstances.                                                       

  5.  PROPOSAL TO RATIFY REAPPOINTMENT OF INDEPENDENT AUDITORS

The following resolution will be offered by the Board of Directors at the       
meeting:                                                                        

  "RESOLVED, that the selection by the Board of Directors of Gelfond
    Hochstadt Pangburn & Company, Certified Public Accountants, to audit
 the accounts of the Company for the year ended December 31, 1999,
is hereby ratified".                                            

Gelfond Hochstadt Pangburn & Company will serve as the Company's independent    
auditors for the year ended December 31, 1999.  Neither Gelfond Hochstadt       
Pangburn & Company, nor any member of its staff, has any financial interest     
in or any connection (other than as independent auditors)  with the Company.    
The services performed by Gelfond Hochstadt Pangburn & Company during the       
last fiscal year were limited to the preparation of the audit and related       
matters.  There were no non-audit services performed by the auditors            
during the fiscal year ended December 31, 1998.                                 

There is no legal requirement for submitting this proposal to the shareholders; 
however, it is submitted by the Board of Directors in order to give the share-  
holders an opportunity to express their views on the Company's auditors.        
Whether the proposal is approved or defeated, the Board may reconsider its      
selection of Gelfond Hochstadt Pangburn & Company.                              

If the resolution is not approved by the shareholders, the Board of Directors   
will reconsider its selection of Gelfond Hochstadt Pangburn & Company and con-  
sider retaining another firm of auditors.                                       

It is not anticipated that any representative of Gelfond Hochstadt Pangburn &   
Company will attend the Annual Meeting.                                         

Required Vote; Board Recommendation                               

An affirmative vote of the majority of shares represented at the meeting is     
necessary to ratify the selection of auditors.  The Board recommends that the   
shareholders vote in favor of ratifying the selection of Gelfond Hochstadt      
Pangburn & Company as the Company's auditors for the fiscal year ending         
December 31, 1999 or until the Board of Directors, in its discretion, replaces  
them.                                                                           

PROPOSALS OF SECURITY HOLDERS FOR     
COMPANY'S ANNUAL MEETING JUNE 15, 2000;   
DISCRETIONARY AUTHORITY TO VOTE PROXIES   

All proposals of security holders intended to be presented at the Company's     
next Annual Meeting tentatively scheduled for June 15, 2000, must be received   
by the Company on or before January 9, 2000, unless the date of the annual      
meeting is subsequently changed by more than 30 days, in order to be included   
in the proxy statement which the Company will prepare and distribute in con-    
nection with that meeting.                                                      

Pursuant to Rule 14a-4(c) under the Securities Exchange Act of 1934, as         
amended, the Company hereby notifies its shareholders that the proxies          
solicited by the Company in connection with the Company's annual meeting to     
be held in 2000 will confer discretionary authority to vote on matters raised   
by shareholders for which the Company did not have notice on or before March    
15, 2000.  In addition, if the Company receives notice on or before             
March 15, 2000 of a matter that a stockholder intends to raise at the annual    
meeting of shareholders to be held in 2000, the proxies solicited by the        
Company may exercise discretion to vote on each such matter if the Company      
includes in its proxy statement advice on the nature of the matter raised and   
how the Company intends to exercise its discretion to vote on each such         
matter.  However, the Company may not exercise discretionary voting authority   
on a particular proposal if the proponent of that proposal provides the         
Company with a written statement, on or before March 15, 2000, that the pro-    
ponent intends to deliver a proxy statement and form of proxy to holders of     
at least the percentage of the Company's voting shares required under appli-    
cable law to carry the proposal (the "Required Percentage"), which would be     
a majority of the Company's outstanding Common Stock or a majority of the       
shares of Common Stock represented at the meeting, depending on the nature of   
the proposal, if the proponent includes the same statement in its proxy         
materials filed under Rule 14a-6, and if the proponent, immediately after       
soliciting the holders of the Required Percentage, provides the Company with    
a statement from any solicitor or any other person with knowledge that          
the necessary steps have been taken to deliver a proxy statement and form of    
proxy to the holders of the Required Percentage.                                

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  

During the Company's last fiscal year, there were no transactions between the   
Company and any Director, Executive Officer, Nominee for Director or 5 per-     
cent shareholder or any of their respective families, and none are currently    
proposed, in which the amount involved exceeded $60,000.                        

VOTING PROCEDURES   

Votes at the Annual Meeting of Shareholders are counted by the Inspector of     
Election appointed by the Chairman of the meeting.  If a quorum is present,     
an affirmative vote of a majority of the votes entitled to be cast by those     
present in person or by proxy is required for the approval of items submitted   
to shareholders for their consideration unless a different number of votes is   
required by statute or the Company's Article of Incorporation.  Colorado law    
requires that the proposed amendments to the Articles of Incorporation be       
approved by the affirmative vote of a majority of all outstanding shares        
entitled to vote at the Annual Meeting. Abstentions by those present at the     
meeting are tabulated separately from affirmative and negative votes and        
do not constitute affirmative votes.  If a shareholder returns his or her       
proxy card and withholds authority to vote for any or all of the nominees,      
the votes represented by the proxy card will be deemed to be present at the     
meeting for the purposes of determining the presence of a quorum but will not   
be counted as affirmative votes. Shares in the name of brokers that are not     
voted are treated as not present.                                               

INCORPORATION BY REFERENCE  

The Company incorporates by reference into this proxy statement the fol-  
lowing information included in reports filed by the Company with the            
Securities And Exchange Commission:                                             

 1.  Items 6 (Management's Discussion And Analysis Of Financial Con-
    dition And Results Of Operations) and 7 (Financial Statements)
         included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1998.                                  

 A copy of that report is being mailed to each shareholder with this
proxy statement.                                                  

The above Notice and Proxy Statement are sent by order of the Board of          
Directors.                                                                      

                    MAYNARD L. MOE
               President
Denver, Colorado                                                                
May 10, 1999                                                                    

APPENDIX  -  PROXY CARD                                                         

PROXY                                                           PROXY           

For the Annual Meeting Of Shareholders of                                       
DENCOR ENERGY COST CONTROLS, INC.                                               
Proxy Solicited on Behalf of the Board of Directors                             

   The undersigned hereby appoints Maynard L. Moe and Theodore Hedman, or either
of them, as proxies with full power of substitution to vote all the shares of   
the undersigned with all of the powers which the undersigned would possess if   
personally present at the Annual Meeting of Shareholders of Dencor Energy Cost  
Controls, Inc. (the "Corporation"), to be held at 4:00 p.m. on June 24, 1999 at 
the Corporation's offices at 1450 West Evans Avenue, Denver, Colorado 80223, or 
any adjournments thereof, on the following matters set forth on the reverse     
side:                                                                           

CONTINUED AND TO BE SIGNED ON REVERSE SIDE                                      
------------------------------------------------------------------------------- 

X    Please mark                                                                
votes as in                                                           
this example.                                                         

Unless contrary instructions are given, the shares represented by this proxy    
will be voted in favor of Items 1, 2, 3, 4 and 5.  This proxy is solicited on   
behalf of the Board of Directors of Dencor Energy Cost Controls, Inc.           

1.   ELECTION OF DIRECTORS                                                      

Nominees: Maynard L. Moe, Theodore A. Hedman, and Edmund Barbour.               

FOR ALL NOMINEES  (  )   WITHHELD FROM ALL NOMINEES  (  )             

FOR ALL NOMINEES EXCEPT AS NOTED ABOVE  (  )          

2.   Proposal to amend the Articles of Incorporation to provide for an increase 
to 25,000,000 authorize shares of Common Stock.                       

(  ) FOR              (  ) AGAINST                      (  ) ABSTAIN  

3.  Proposal to amend the Articles of Incorporation to provide for the          
authorization of 5,000,000 shares of Preferred Stock.                   

(  ) FOR               (  ) AGAINST                   (  ) ABSTAIN    

4.   Proposal to amend the Articles of Incorporation to limit the personal      
liability of directors in certain circumstances.                      

(  ) FOR               (  ) AGAINST                 (  ) ABSTAIN      
5.  Proposal to ratify the selection of Gelfond Hochstadt Pangburn & Company
as the Company's certified independent accountants.                   

(  ) FOR               (  ) AGAINST                 (  ) ABSTAIN      

6.  In their discretion, the proxies are authorized to vote upon such other 
business as may properly come before the meeting.                   

   MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW  (  )

EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE, SIGN AND RETURN
THIS PROXY IN THE ACCOMPANYING ENVELOPE.                            

(Please sign exactly as shown on your stock certificate and on the envelope in  
which this proxy was mailed.  When signing as partner, corporate officer,       
attorney, executor, administrator, trustee, guardian, etc., give full title as  
such and sign your own name as well.  If stock is held jointly, each joint owner
should sign.)                                                                   

Signature:                                      Date:                           

Signature:                                      Date:                           

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PRE 14A’ Filing		Date		Other Filings
		6/15/00
		3/15/00
		1/9/00
		12/31/99		10KSB,  NT 10-K
		6/24/99
Corrected on:		5/13/99
		5/10/99
Filed on:		5/4/99
		5/1/99
For Period End:		12/31/98		10KSB,  DEF 14A,  NTN 10K
		5/10/98
				List all Filings