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Bulova Technologies Group, Inc. – ‘PRE 14A’ for 6/18/98

As of: Wednesday, 5/6/98 · For: 6/18/98 · Accession #: 1047469-98-18422 · File #: 0-09358

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/06/98  Bulova Technologies Group, Inc.   PRE 14A     6/18/98    1:59K                                    Merrill Corp/New/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     N&P, P.C                                              18     91K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Election of Directors
1	1st Page - Filing Submission
5	Election of Directors

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    ) 

Filed by the Registrant / /                                             
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-6(e)(2))                                                  
/ /  Definitive Proxy Statement                                         
/ /  Definitive Additional Materials                                    
/ /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section   
240.14a-12                                                    
Tyrex Oil Company 
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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:     

        ------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:        

        ------------------------------------------------------------------------
(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):      

        ------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:                    

        ------------------------------------------------------------------------
(5) Total fee paid:                                                     

        ------------------------------------------------------------------------

/ / 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:                                             

        ------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:                       

        ------------------------------------------------------------------------
(3) Filing Party:                                                       

        ------------------------------------------------------------------------
(4) Date Filed:                                                         

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     TYREX OIL COMPANY

      Notice of Annual Meeting of Shareholders
   To Be Held on June __, 1998

 Notice is hereby given that the Annual meeting of Shareholders of Tyrex
Oil Company, a Wyoming corporation, will be convened at 3:00 p.m. M.D.T. on     
June __, 1998 at the offices of the Company, 6886 S. Yosemite Street,           
Englewood, Colorado, for the following purposes:                                

1.   To ratify the adoption of the Company's 1998 Stock Option Plan;  

2.   To elect a Board of Directors consisting of five members to hold 
        office until the next annual meeting of shareholders and until their
successors shall be elected and shall qualify;              

 3.   To approve the change in the Company's legal name to 3Si Holdings,
Inc.;                                                       

4.   To ratify the appointment of John M. Hanson & Company, P.C., as  
  independent auditors of the Company for the fiscal year ending
June 30, 1998; and,                                         

5.   To transact such other business as may properly come before the  
Meeting or any adjournment or adjournments thereof.         

 Shareholders of record at the close of business on May 15, 1998 will be
entitled to vote at the Meeting.                                                

 A proxy statement explaining the matters to be acted upon at the Annual
Meeting is enclosed.                                                            

SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.  IF YOU     
CANNOT ATTEND, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE 
ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY BE VOTED AT THE MEETING.  YOUR VOTE IS
IMPORTANT.                                                                      

                  By the Board of Directors,

                 F. Larry Valdez, Chairman

Englewood, Colorado                                                             
May __, 1998                                                                    

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   TYREX OIL COMPANY
   6886 S. YOSEMITE STREET
   ENGLEWOOD, COLORADO 80112

   PROXY STATEMENT

    ANNUAL MEETING OF SHAREHOLDERS
  TO BE HELD JUNE __, 1998

   GENERAL

  This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Tyrex Oil Company (the "Company"), to be   
used at the Annual Meeting of Shareholders (the "Meeting") to be held at the    
offices of the Company, 6886 S. Yosemite Street, Englewood, Colorado, on June   
__,1998 at 3 p.m. MDT for the purposes set forth in the accompanying Notice     
of Annual Meeting.  This statement was sent to shareholders of the Company on   
or about May __, 1998.                                                          

   SOLICITATION OF PROXIES

    The shares covered by the enclosed Proxy, if such is properly executed and
received by the Board of Directors prior to the Meeting, will be voted in favor 
of the proposals to be considered, and in favor of the election of five nominees
to the Board of Directors as listed in "Election of Directors" below, unless    
such proxy specifies otherwise or the authority to vote in the election of      
directors has been withheld.  A proxy may be revoked at any time before it is   
exercised by giving written notice to the Secretary of the Company at its above 
address.  Shareholders may vote their shares in person if they attend the       
Meeting, even if they have executed and returned a proxy.                       

  PURPOSE OF THE MEETING

The matters to be brought before the Meeting are the approval of the  
Company's 1998 Stock Option Plan, the election of directors to serve for the    
ensuing year, the ratification of the name change of the Company from Tyrex     
Oil Company to 3Si Holdings, Inc. and the ratification of John M. Hanson &      
Company, P.C. as the Company's auditors.                                        

 VOTING SECURITIES

Only shareholders of record at the close of business on May 15, 1998  
will be entitled to vote at the Meeting.  On that date, there were issued and   
outstanding 33,756,798 shares of Company's $0.01 par value common stock         
("Common Stock"), entitled to one vote per share.  In the 1998 stock option     
plan and election of directors, cumulative voting is not permitted.             

  A majority of the outstanding Common Stock (the presence in person or by
proxy of at least 16,878,400 shares) will constitute a quorum for the           
transaction of business at the meeting.  The vote of a majority of such         
quorum is needed to approve the stock option plan, elect directors, ratify      
the name change and the Company's auditors.                                     

  As a result of the merger transaction between Tyrex Oil Company and 3Si,
Inc. in May 1997, the three 3Si shareholders (Frederick J. Slack, Frank W.      
Backes, and F. Larry Valdez) hold and vote 83.4% of the Common Shares of the    
Company.  The 3Si shareholders intend to vote in favor of all the matters (1    
through 4 in the Notice of Annual Meeting) to be brought before the Meeting.    

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RATIFICATION OF COMPANY'S 1998 STOCK OPTION PLAN

On January 21, 1998, the Board of Directors of the Company adopted,       
subject to shareholder approval and ratification, the 3Si 1998 Option Plan      
(the "1998 Plan").  The 1998 Plan is intended to advance the interests of the   
Company and its shareholders by encouraging and enabling selected officers,     
directors and key employees upon whose judgment, initiative and effort the      
Company is largely dependent for the successful conduct of its business, to     
acquire and retain proprietary interest in the Company by ownership of its      
stock.  The following summary of the material terms of the 1998 Plan is         
qualified in its entirety by reference to the complete text of the 1998 Plan    
which is attached as Exhibit 1 to this Proxy Statement.                         

Under the terms of the 1998 Plan, up to 5,000,000 shares of the authorized
but unissued shares of Common Stock of the Company may be issued to             
directors, officers and employees of the Company.  All classes of employees     
are eligible to participate in the 1998 Plan.                                   

  Options are granted by the Board of Directors.  The grantee is then notified
of the grant of the option, and if he/she accepts such grant, enters into a     
written Stock Option Agreement.                                                 

The 1998 Plan shall terminate on December 31, 2007.  No option may be     
exercised more than ten (10) years after the date the option is granted.        

Options granted under the Plan may be either Incentive Stock Options      
("ISO's") qualified under Section 422A of the Internal Revenue Code, or         
Nonqualified Stock Options, which are not qualified under Section 422A.         

An optionee shall not be granted stock options exercisable in any one     
calendar year which exceed $100,000 in value.                                   

In the case of Incentive Stock Options granted to a 10% shareholder in the
Company, the option price shall be not less than 100% of the fair market        
value of the shares (on the date of grant), and the exercise period shall not   
exceed five (5) years.                                                          

The option price of the Incentive Stock Options cannot be less than 100%  
of the fair market value of the Stock at the time the option is granted.        
Options are not transferable other than by will or descent, and may not be      
pledged or hypothecated.                                                        

Upon termination of an optionee's employment with the Company, his or her 
option privileges shall be terminated unless the Board of Directors, in its     
sole discretion, elects to continue the options.  Optionee whose employment     
is terminated (other than for cause) shall have a period of three (3) months    
in which to exercise their options. The granting of an option to an eligible    
person does not alter in any way the Company's existing rights to terminate     
such person's employment at any time for any reason, nor does it confer upon    
such person any rights or privileges except as specifically provided for in     
the 1998 Plan.                                                                  

   If an optionee dies while in the employ of the Company or any subsidiary, his
or her option privileges shall be limited to the shares which were immediately  
purchasable by him/her at the date of death and such option                     

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privileges shall expire unless exercised by his/her successor within one year   
after the date of death, disability or retirement.                              

   The Board of Directors has the right to suspend or terminate the 1998 Plan at
any time, or to amend it from time to time, provided that no amendment may      
increase the maximum number of shares for which options may be granted, change  
the option price, change the provisions regarding the expiration date of the    
options, or change the term of the 1998 Plan, without stockholder approval.     

  The Board of Directors recommends that shareholders vote FOR ratification of
the Company's 1998 Stock Option Plan.                                           

ELECTION OF DIRECTORS 

   The Company has no nominating or similar committee of its Board of Directors;
therefore, it is the recommendation of the Board of Directors that the Board for
the coming year, and until successors have been duly elected and qualified,     
shall consist of five members.                                                  

  Unless the authority is withheld, it is intended that the shares represented
by your proxy will be voted for the election of the five nominees named below,  
all of whom are presently members of the Board of Directors, subsequent to the  
merger between Tyrex and 3Si.  If any nominees should not serve for any reason, 
or if a vacancy should occur before the election (which is not anticipated) your
proxy will be voted for any person who is designated by the Board of Directors  
to replace such nominee.  The Board of Directors has no reason to expect that   
any nominee will be unable to serve.  There is no arrangement between any of the
nominees and any other person pursuant to which he was or is to be elected as a 
director or nominee, nor is there any family relationship between or among any  
nominees or the executive officers of the Company.                              

The following sets forth information as of the record date for the Meeting
concerning each nominee, including such person's ownership of Common Stock, (the
Company's only class of voting securities) on an individual basis and ownership 
by all nominees of the Company as a group:                                      

                                                        [Enlarge/Download Table]
                                                Period of Service        Shares            
                          Position with           as Director or      beneficially         
Name and Age               The Company                Officer            owned (1)  Percent
------------               -----------                -------         ------------  -------
                                                                                           
Frederick J. Slack      President, CEO, and          5/28/97            9,387,777     27.8%
Age: 43                 a Director                 to present (3Si)                        
Frank W. Backes         Vice President and           5/28/97            9,387,777     27.8%
Age: 37                 a Director                 to present (3Si)                        
Felipe L. Valdez        Chairman of the Board,       5/28/97            9,387,778     27.8%
Age: 45                 COO and Treasurer          to present (3Si)                        
Tom N. Richardson       A Director                   7/10/86              188,724    < 1.0%
Age: 48                                            to present (Tyrex)                      
Doris K. Backus         Secretary and                12/5/91               53,567    < 1.0%
Age: 44                 a Director                 to present (Tyrex)                      

All Directors as a Group                                               28,405,623     84.1%

---------------                                                                 
(1)  Beneficial ownership results in each case from the possession of sole or   
shared voting and investment power with respect to the shares.                  

FREDERICK J. SLACK has served as Chief Executive Officer and a Director of 3Si  
since August 1993.  Mr. Slack received his B.A. degree in Education in 1977 from
the University of Northern Colorado.  Mr. Slack began his business career as a  
Methods and Procedures Analyst for National Farmers Union Insurance in Denver,  
where he was first introduced to mainframe computer environments.  Mr. Slack    
then went to work as the Western Territory Sales Manager  for Travenol Labs     
selling hospital/medical information systems involving IBM                      

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equipment.  In 1986, Mr. Slack became a sales/project manager for Digital       
Equipment Corporation.  Initially, Mr. Slack served as one of the project       
managers within the LSST (Large Systems Selling Team) which focused on large    
complex, $1,000,000 solutions to larger customers.  LSST selling required       
multi-computer system disciplines including hardware, software, consulting,     
training and implementation.  Mr. Slack then moved his sales expertise and      
success, into the Government Sales Division for Digital.  Over the next 5       
years, Mr. Slack served as project manager for similarly large, sophisticated   
government customers with mission critical, classified systems needs.  Mr.      
Slack's responsibilities included writing "white papers", preparing and         
presenting bids and proposals, negotiating contracts, and implementation of     
contracts once awarded. Mr. Slack, throughout his career, has been involved     
in preparing personal, division and corporate budgets and implementation of     
those budgets at all levels.                                                    

FRANK W. BACKES has served as Director of Technology and a Director of 3Si      
since August 1993. Mr. Backes received his B.S.E.E.degree in Semiconductor      
Physics in 1984.  Mr. Backes started his career working for Science             
Applications International Corporation designing Command and Control systems    
for the Department of Defense.  Mr. Backes' accomplishments in the field of     
Command and Control systems include: research and successful development of     
client-server based systems in 1987; dynamic user interface designs in 1988     
using Ada and PHIGS; implementing 3-D graphics for display of command center    
information in 1989; training and working in combat position as an orbital      
analyst in the Space Surveillance Center at NORAD; and, designing and           
implementing several command centers pushing the development of state of the    
art high availability techniques.  In 1989, Mr. Backes went to work for         
Digital Equipment Corporation as a computer  industry analyst. In addition to   
his work in the computer industry Mr. Backes has utilized his skills in         
working with and teaching students from elementary schools to high schools.     
One project was coordination, management and teaching students to interact,     
over the Internet, with the Mars Land Rover developed by Jet Propulsion Lab     
for NASA.  This project was the first time that anyone outside of NASA was      
given the opportunity to send commands over the Internet to the  Mars rover.    
Other projects include coaching Odyssey of the Mind teams and working as a      
tutor for students in math and science.                                         

FELIPE LARRY VALDEZ has served as Chief Operating Officer and a Director of     
3Si since August 1993.  Mr. Valdez began  his career working in                 
telecommunications electronic manufacturing operations in Logistics,            
Production  and Inventory planning in 1971.  Mr. Valdez moved from              
telecommunications manufacturing to computer manufacturing when he joined       
Digital Equipment Corporation in 1977 in its Albuquerque Operations as an       
Inventory Control Planner.  Shortly after that, Mr. Valdez relocated to         
Digital's Colorado Springs operations where he was responsible for New          
Product introduction on a variety of leading technology storage products.       
Mr. Valdez was promoted into Digital's Customer Support Center  where he led    
technical support teams in providing remote support to a variety of customers   
on a national level.   Mr. Valdez joined Digital's Software Support             
organization where he led technical and business consultants in providing       
pre- and post-sales support to Digital's Sales Representatives in major         
Federal Government and Commercial Accounts.   Mr. Valdez' teams were            
successful at winning and deploying numerous programs for Digital Equipment     
where both he, individually, and his teams, collectively, were recognized       
numerous times for their accomplishments.  Mr. Valdez obtained Bachelor and     
Masters Degrees in Business Administration while employed full-time. In 1997,   
Mr. Valdez was selected by the University of Phoenix as a faculty member in     
its Organization Behavior studies program where he teaches Organization         
Communications courses.                                                         

TOM N. RICHARDSON graduated from the University of Wyoming in 1972 with a B.S.  
degree in Business Administration.  From 1976 to 1980, he worked as a Landman   
and Contracts Supervisor for Gulf Oil Corporation in Casper, Wyoming.  In 1980, 
he joined the Company as Manager of Land.  He was elected President and Chief   
Financial Officer of the Company in March 1994.  He is a Certified Professional 
Landman, a member of the Wyoming Association of Professional Landmen and a      
member of the American Association of Professional                              

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Landmen.  Mr. Richardson has been a member of the Board of Directors of Tyrex   
since July 10, 1986.  On December 31, 1997, subsequent to the completion of the 
Company's self-tender offer, Mr. Richardson tendered his resignation as an      
officer of the Company but remains as a member of the Board of Directors.  He is
currently an independent oil producer.                                          

DORIS K. BACKUS graduated from the National College of Business in 1974 with    
an Associate's Degree as a legal secretary.  She has over 20 years experience   
in various areas of the oil and gas business and has been employed by the       
Company since 1983. Ms. Backus has been a member of the Board of Directors of   
Tyrex since December 5, 1991.  Ms. Backus is currently the Secretary of the     
Company and remains as a member of the Board of Directors.  She currently       
owns and operates her own candy distribution company, Sweets & Treats.          

No family relationship exists between or among any of the nominees and    
executive officers of the Company.  Except as disclosed above, none of the      
nominees are directors of any other company having a class of equity securities 
registered under or required to file periodic reports pursuant to the Securities
Exchange Act of 1934, as amended, or any company registered as an investment    
company under the Investment Company Act of 1940, as amended.                   

      EXECUTIVE COMPENSATION

COMPENSATION                                                                    

 The following table presents the aggregate compensation which was earned by
the Executive Officers for the fiscal years ended June 30, 1997, 1996 and 1995  
for Tyrex and the six months ended June 30, 1997 and the calendar years 1996,   
1995 and 1994 for 3Si:                                                          

                                                        [Enlarge/Download Table]
                                                                         Long-term compensation                    
                                    Annual compensation            ---------------------------------               
                            -------------------------------------          Awards            Payouts               
                                                        Other      ----------------------    -------       All     
                                                        annual     Restricted                             other    
      Name and                                          compen-      Stock       Options/      LTIP      compen-   
 principal position   Year  Salary ($)     Bonus       sation (1)    Awards        SARs       payouts  sation(1)(2)
 ------------------   ----  ----------     -----       ----------    ------        ----       -------  ------------
                                                                                                                   
TYREX OIL COMPANY:                                                                                                 
Tom N. Richardson     1997   $52,500         -               -           -           -           -             -   
     President, CFO   1996    52,500         -               -      $7,813           -           -             -   
                      1995    52,500         -               -           -           -           -             -   
3SI:                                                                                                               
Frederick J. Slack    1997   $37,500         -               -           -           -           -       $13,279   
     Chief Executive  1996    68,000         -               -           -           -           -        31,871   
     Officer          1995    68,000         -               -           -           -           -        71,518   
                      1994    68,000         -               -           -           -           -        45,775   
Frank W. Backes       1997   $37,500         -               -           -           -           -       $13,279   
     Vice-President   1996    68,000         -               -           -           -           -        31,871   
                      1995    68,000         -               -           -           -           -        71,518   
                      1994    68,000         -               -           -           -           -        45,775   
Felipe L. Valdez      1997   $37,500         -               -           -           -           -       $13,279   
     Chief Operating  1996    68,000         -               -           -           -           -        31,871   
     Officer          1995    68,000         -               -           -           -           -        71,518   
                      1994    68,000         -               -           -           -           -        45,775   

(1)    Perquisites and other personal benefits or property did not, in    
aggregate, exceed $50,000 or 10% of the total compensation. 
  (2)    3Si was a subchapter S corporation prior to its acquisition by Tyrex.
          Amounts indicated are distributions to the three officers of 3Si named
above, made to them in their capacities as shareholders.    

There were no aggregated options or SAR exercises during the fiscal year  
ended June 30, 1997 and no unexercised options as of April 9, 1998.             

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CERTAIN TRANSACTIONS                                                            

In connection with the sale of Tyrex's producing oil and gas properties on
May 30, 1997, 10% of the purchase price was paid by, and a 10% interest in the  
properties was assigned to, Tom N. Richardson.  Mr. Richardson paid the same    
price for his interest as did the non-affiliated purchasers of the remaining 90%
interest.                                                                       

   Other than as set forth herein, no officer, director or principal shareholder
of Tyrex or 3Si has or proposes to have any direct or indirect material interest
by security holdings, contracts or otherwise in the Company or in any assets    
proposed to be acquired by the Company or in any purchase, the value of which   
will be affected by the operations of the Company.                              

    MEETINGS AND COMMITTEES OF THE BOARD

  The Board of Directors held 6 meetings during the fiscal year ended June 30,
1997.  All directors were present for all but two of the meetings when 4 of the 
Directors were present.  In addition, the Board acted by unanimous written      
consent on 2 occasions.  The Company's officers have made a practice of keeping 
its directors informed of corporate activities by personal meetings and         
telephone discussions.                                                          

At the present time the Company has no nominating, executive or similar   
committees.  The Company has an audit committee currently consisting of Messrs. 
Slack and Valdez and Ms. Backus and a compensation committee currently          
consisting of Messrs. Richardson, Slack and Backes.                             

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto     
furnished to the Company during the fiscal year ended June 30, 1997, and for    
the subsequent quarters ended September 30, 1997, December 31, 1997 and March   
31, 1998, the Company is unaware of any officer, director or beneficial         
owners of more than 10% of the Company's Common Stock who failed to file        
reports required by Section 16 of the Securities Exchange Act of 1934.          

PROPOSAL TO RATIFY THE CHANGE OF NAME OF THE COMPANY      

The Board of Directors of the Company is proposing to change the name of  
the Company from Tyrex Oil Company to 3Si Holdings, Inc.   The change in the    
name of the Company will help indicate the change in the nature of the          
business the Company is now engaged in as well as align the holding company's   
name with that of its significant operating subsidiary, 3Si, Inc.  The          
Company also intends to change its trading symbol for its common stock          
currently traded on the over-the-counter market from "TYRX" to "3SIH".          

PROPOSAL TO RATIFY THE SELECTION OF JOHN M. HANSON & COMPANY, P.C.      

On July 21, 1997, the Board of Directors of the Company determined that it
would: (a) engage the firm of John M. Hanson & Company, P.C. as the Company's   
independent auditors; and, (b) not continue to use the services of Hocker,      
Lovelett, Hargens & Skogen, P.C.  The change was reported on Form 8-K dated     
July 21, 1997 to which reference is made for further information. John M.       
Hanson & Company, P.C. has no relationship with the Company except in its       
capacity as the Company's auditors.                                             

The audit reports of Hocker, Lovelett, Hargens & Skogen, P.C.  on the     
financial statements of Tyrex as of May 28, 1997 and for each of the years in   
the two year period prior to the 11 month period then ended, did not contain an 
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.  In connection with the   
audits of the 11 months and two fiscal years ended May 28, 1997, and the        
subsequent interim period through July 21, 1997, there were no disagreements    
with  Hocker, Lovelett, Hargens & Skogen, P.C. on any matter of accounting      
principles or practices, financial statement disclosure, or auditing scope or   
procedure, which disagreements, if not resolved to the satisfaction of Hocker,  
Lovelett, Hargens & Skogen, P.C.,  would have caused Hocker, Lovelett, Hargens &
Skogen, P.C.  to make a reference to the subject matter of the disagreements in 
connection with its audit reports.                                              

   Although ratification of the appointment of John M. Hanson & Company, P.C. as
the Company's                                                                   

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independent auditors is not required by Wyoming corporate law or by the         
Company's Articles of Incorporation or Bylaws, the Board of Directors and the   
Audit Committee recommends this selection be ratified and approved by the       
shareholders.  If shareholder approval is not received, the Board of Directors  
will reconsider the appointment of its auditors.                                

 It is expected that a representative of John M. Hanson & Company, P.C. will
be present at the Meeting and will be given an opportunity to make a statement  
if he/she desires to do so.  It is also expected that the representative will be
available to respond to appropriate questions from shareholders.                

   OTHER MATTERS

  The Board of Directors is aware of no other matters to be brought before the
Meeting which requires a shareholder vote; if other matters properly come before
the Meeting, it is the intention of the persons named in the solicited proxy to 
vote such proxy in accordance with their judgment.                              

   No compensation will be paid to any person in connection with solicitation of
proxies.  Brokers, banks, and other entities will be reimbursed out-of-pocket   
and reasonable clerical expenses incurred in obtaining instructions from        
beneficial owners of the Common Stock.  Special solicitation of proxies may in  
certain instances be made personally or by telephone by officers and employees  
of the Company and by employees of certain banking and brokerage houses.  All   
expenses, estimated to be normal in connection with this solicitation, will be  
borne by the Company.                                                           

    ANNUAL REPORT AND FINANCIAL STATEMENTS

You are referred to the Company's Form 10-K filed with the Securities and 
Exchange Commission October 10, 1997, including financial statements filed      
therein for the fiscal year ended June 30, 1997.  Attached for your information 
is recent information regarding the Company's financial results subsequent to   
June 30, 1997.  The Form 10-K and other financial information is not            
incorporated in this proxy statement and is not to be considered part of the    
soliciting material.  Copies of the Company's Annual Report for the fiscal year 
ended June 30, 1997, as filed with the Securities and Exchange Commission on    
Form 10-K, including financial statements and schedules thereto may be obtained 
by written request from Frederick J. Slack, 3Si, Inc., 6886 S. Yosemite Street, 
Englewood, Colorado 80112.                                                      

  DEADLINE OF RECEIPT OF SHAREHOLDER PROPOSALS FOR
   ANNUAL MEETING SCHEDULED TO BE HELD DECEMBER 1998

Any proposal by a shareholder to be presented at the Company's next Annual
Meeting of Shareholders scheduled to be held in December, 1998 must be received 
at the Company's offices, 6886 S. Yosemite Street, Englewood, Colorado 80112, no
later than July 31, 1998.  Such proposals may be included in next year's Proxy  
Statement if they comply with certain rules and regulations promulgated by the  
SEC.                                                                            

                  By Order of the Board of Directors

   /s/ Doris K. Backus
                       ---------------------------------------
                    Doris K. Backus, Corporate Secretary

   8

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TYREX OIL COMPANY 
(and its current subsidiary, 3Si, Inc.) 

                                  May __, 1998

Dear Tyrex/3Si Shareholders:                                                    

 We are pleased to forward to you the Proxy Statement for the Annual Meeting
to be held June __, 1998 at the 3Si offices in Englewood, Colorado and some     
selected current financial information.                                         

On May 28, 1997, Tyrex Oil Company (Tyrex) merged with 3Si, Inc. (3Si)
3Si is a wholly owned subsidiary of Tyrex although for financial statement      
purposes the merger has been accounted for as a purchase of Tyrex by 3Si.       
As such, the information attached is predominantly that of 3Si both past and    
present versus Tyrex. On May 30, 1997, Tyrex sold all of its oil and gas        
properties.  The operations of Tyrex subsequent to the merger include only      
a limited amount of operating expenses and interest income.                     

3Si (Solution, System and Service Integration) has provided comprehensive 
computer information systems solutions for over 18 years to clients throughout  
the continent.  Founded in 1979, as Kimbrough Computer Sales, Inc., 3Si offers a
wide array of systems integration services, including Internet and network      
security services, software development, business needs assessments, hardware   
sales, maintenance and support, and technical consulting, training and          
education.  Based on the increasing growth and future of 3Si products, the      
Board of Directors has recommended that the corporate name be changed from      
Tyrex Oil Company to 3Si Holdings, Inc.                                         

3Si is headquartered in Englewood, Colorado and has sales offices in      
Colorado Springs, Colorado; Albuquerque, New Mexico; and, Raleigh, North        
Carolina.  The Raleigh office directly supports 3Si's technical consulting      
sub-contract with the U.S. Postal Service while the Albuquerque office          
directly supports 3Si's Equipment and Services Schedule Contract (ESS           
Contract) with the State of New Mexico.  As of December 31, 1997, 3Si had 136   
employees.                                                                      

 3Si is currently in the process of developing certain proprietary products,
including technical feasibility, marketability and economic feasibility relative
to products applicable to the Internet Security and Help Desk markets.  We      
continue to explore ways to increase the value of our efforts for our           
shareholders in areas of efficiency, productivity and proprietary opportunities.

 We at 3Si are certainly excited about our activities and we look forward to
serving you, our shareholders, into the future.                                 

              Sincerely,
                     Tyrex Oil Company

                          /S/ FREDERICK J. SLACK

                           FREDERICK J. SLACK, CEO

   F-1

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   TYREX OIL COMPANY
    Selected Financial Information

   Quarter and Six Months Ended December 31, 1997 and 1996

   (Unaudited)

   This information is excerpted from the Company's Form 10-Q filed with the SEC
on February 13, 1998.  The accounting policies followed by the Company are those
set forth in Note 1 to the Company's financial statements in the Company's      
report on Form 10-K and readers are advised to consider this information in     
conjunction with the Company's financial statements and footnotes thereto in its
Forms 10-K and 10-Q's previously filed with the SEC.  Operating results for the 
quarter and six months ended December 31, 1997 are not necessarily indicative of
the results that may be expected for the year ending June 30, 1998.             

                                                        [Enlarge/Download Table]
                                                 Quarter Ended               Six Months Ended            
Operating Statement Information:                  December 31,                 December 31,              
                                           1997                1996          1997                1996    
                                           ----                ----          ----                ----    
                                                                                                         
Net sales                               $7,866,614           5,917,634   $15,168,256          10,286,052 
Net earnings (loss)                        $51,859            (197,079)      $97,007            (213,675)
Earnings (loss) per common share             $0.00             (656.93)        $0.00             (712.25)
Weighted average shares outstanding(1)  38,605,153                 300    38,949,289                 300 

Balance Sheet Information:                    December 31, 1997                June 30, 1997             
                                                                                 (Audited)               
Total Current Assets                              $7,264,572                     6,258,151               
Total Property and Equipment, Net                    383,813                       362,742               
Total Other Assets                                   631,595                       642,930               
Total Assets                                      $8,279,980                     7,263,823               
Total Current Liabilities                         $7,219,827                     4,490,749               
Total Long-Term Debt                                  48,558                        64,502               
Total Stockholders' Equity                         1,011,595                     2,708,572               
Total Liabilities and Stockholders' Equity        $8,279,980                     7,263,823               

Fred Slack, CEO of 3Si said, "We feel the substantial increase in sales (32.9%) 
and profitability for the quarter and year-to-date are a result of our          
completing the merger with Tyrex, paying off the royalty ($625,000) to 3Si's    
former stockholders, and refinancing our bank debt with a $5 million revolving  
line of credit facility.  This afforded us the ability to successfully increase 
our sales for the quarter and year-to-date.  More importantly, CALENDAR year    
sales grew from $19 million in 1996 to over $25 million in 1997."               

Tyrex President Tom N. Richardson said, "Tyrex is pleased with the second       
quarter and year-to-date results as well as its completion of its self-tender   
offer on December 23, 1997 (whereby it paid $1,851,366 to acquire 6,005,626     
shares into its treasury).  Tyrex continues to be excited about the potential   
this merger creates to enhance shareholder values."                             

(1)  Earnings per share for the quarter and six months ended December 31, 1997  
 is computed on the basis of the weighted average number of Tyrex common
  stock shares and  includes shares issued as part of the Tyrex/3Si merger
  (i.e. subsequent to the merger).  Shares outstanding for the quarter and
   six months ended December 31, 1996 are calculated using the 300 shares of
3Si ONLY outstanding at that time (prior to the merger).              

   F-2

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    3SI HOLDINGS, INC.

    1998 STOCK OPTION PLAN

 1.    PURPOSE.  This 1998 Stock Option Plan (the "Plan") is intended to
encourage stock ownership by employees and directors of 3Si Holdings, Inc., a   
Colorado corporation (the "Corporation"), so that they may acquire or increase  
their proprietary interest in the Corporation, and to encourage such employees  
and directors to remain in the employ of the Corporation and to put forth       
maximum efforts for the success of the business.  It is further intended that   
options granted by the Committee (as defined in Section 2 below) pursuant to    
Section 5 hereof shall constitute "incentive stock options"  ("Incentive Stock  
Options and Non-Qualified Stock Options are sometimes hereinafter collectively  
referred to as "Options."  Both Incentive Stock Options and Non-Qualified Stock 
Options are sometimes hereinafter collectively referred to as "Options."        

   2.    ADMINISTRATION.  The Plan shall be administered by the Stock Option
and Compensation Committee (the "Committee"), consisting of not less than three 
(3) members of the Board of Directors of the Corporation (the "Board"), none of 
whom are or shall have been for at least one year prior to such appointment,    
eligible to participate in the Plan or any other plan of the Corporation        
entitling the participants therein to acquire stock, stock options or stock     
appreciation rights of the Corporation or any of its affiliates.  Initially, the
Committee shall consist of __________________,  __________________ and          
__________________.                                                             

2.1   AUTHORITY.  The Committee shall have the authority in its       
discretion, subject to and not inconsistent with the express provisions of the  
Plan, to administer the Plan and to exercise all the powers and authorities     
either specifically granted to it under the Plan or necessary or advisable in   
the administration of the Plan, including, without limitation, the authority to 
grant Options; to determine which Options shall constitute Incentive Stock      
Options and which Options shall constitute Non-Qualified Stock Options; to      
determine the purchase price of the shares of Common Stock covered by each      
Option (the "Option Price"); to determine the persons to whom, and the time or  
times at which, Option shall be granted; to determine the number of shares of   
Common stock to be covered by each Option; to interpret the Plan; to prescribe, 
amend and rescind rules and regulations relating to the Plan; to determine the  
terms and provisions of the Option Agreements (which need not be identical)     
evidencing Options granted under the Plan; and to make all other determinations 
deemed necessary or advisable for the administration of the Plan.  The Committee
may delegate to one or more of its members or to one or more agents such        
administrative duties as it may deem advisable, and the Committee or any        
delegate may employ one or more persons to render advice with respect to any    
responsibility the Committee or such person may have under the Plan.            

  2.2   RULES.  The Board shall fill all vacancies, however caused, in the
Committee.  The Board may from time to time appoint additional members to the   
Committee, and may at any time remove one or more Committee members and         
substitute others.  One member of the Committee shall be selected by the Board  
as Chairman.  The Committee shall hold its meeting at such times and places as  
it shall deem advisable.  All determinations of the Committee shall be made by a
majority of its members either present in person or participating by conference 
telephone at a meeting or by written consent.  The Committee may appoint a      
secretary and make such rules and regulations for the conduct of its business as
it shall deem advisable, and shall keep minutes of its meetings.                

   2.3   LIABILITY.  No member of the Board or Committee shall be liable for
any action taken or determination made in good faith with respect to the Plan or
any Option.                                                                     

   Exhibit 1
   1

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3.    ELIGIBILITY.  Options may be granted to employees, officers and 
directors of the Corporation.  In determining the persons to whom Options shall 
be granted and the number of shares to be covered by each Option, the Committee 
shall take into account the duties of the respective persons, their present and 
potential contributions to the success of the Corporation and such other factors
as the Committee shall deem relevant in connection with accomplishing the       
purpose of the Plan.  A person to whom an Option has been granted is sometimes  
referred to herein as an "Optionee."  An Optionee shall be eligible to receive  
more than one Option during the term of the Plan, but only on the terms and     
subject to the restrictions hereinafter  set forth.                             

   4.    SHARES.  The shares subject to Options hereunder shall be shares of
the Corporation's Common Stock (the "Common Stock").  Such shares may, in whole 
or in part, be authorized but unissued shares or shares that shall have been or 
that may be reacquired by the Corporation.  The aggregate number of shares of   
Common Stock as to which Options may be granted from time to time under the Plan
shall not exceed 500,000.  The limitation established by the preceding sentence 
shall be subject to adjustment as provided in Section 7.9 hereof.  If any       
outstanding Option expires or is terminated without having been exercised in    
full, the shares of Common Stock allocable to the unexercised portion of such   
Option shall (unless the Plan shall have been terminated) become available for  
subsequent grants of Options.                                                   

    5.    INCENTIVE STOCK OPTIONS.  Options granted pursuant to this Section 5
are intended to constitute Incentive Stock Options under IRC Section 422A, and  
shall be subject to the following special terms and conditions, in addition to  
the general terms and conditions specified in Section 7 hereof.                 

   5.1   VALUE OF SHARES.  The aggregate fair market value (determined as of
the date the Incentive Stock Option is granted) of the shares of Common Stock   
with respect to which Options granted under this Plan and all other option plans
of the Corporation become exercisable for the first time by an Optionee during  
any calendar year shall not exceed $100,000.                                    

  5.2   TEN PERCENT STOCKHOLDER.  In the case of an Incentive Stock Option
granted to a 10% Stockholder, (a) the Option Price shall not be less than 110%  
of the Fair Market Value of the shares of Common stock of the Corporation on the
date of grant of such Incentive Stock Option, and (b) the exercise period shall 
not exceed 5 years from the date of grant of such Incentive Stock Option.       

6.    NONQUALIFIED STOCK OPTIONS.  Options granted pursuant to this   
Section 6 are intended to constitute Nonqualified Stock Options and shall be    
subject only to the general terms and conditions specified in Section 7 hereof. 

 7.    TERMS AND CONDITIONS OF OPTIONS (BOTH INCENTIVE STOCK OPTIONS AND
NON-QUALIFIED OPTIONS).  Each Option shall be evidenced by a written Option     
Agreement between the Corporation and the Optionee, which agreement shall comply
with and be subject to the following terms and conditions:                      

  7.1   NUMBER OF SHARES.  Each Option Agreement shall state the number of
shares of Common Stock to which the Option relates.                             

  7.2   TYPE OF OPTION.  Each Option Agreement shall specifically identify
the portion, if any, of the Option which constitutes an Incentive Stock Option  
and the portion, if any, which constitutes a Nonqualified Stock Option.         

   Exhibit 1
   2

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 7.3   OPTION PRICE.  Each Option Agreement shall state the Option Price
which, in the case of Incentive Stock Options, shall be not less than 100% of   
the Fair Market Value of the shares of Common Stock of the Corporation on the   
date of grant of the Option.  The Option Price shall be subject to adjustment as
provided in Section 7.9 hereof.  The date on which the Committee adopts a       
resolution expressly granting an Option shall be considered the day on which    
such Option is granted.                                                         

    7.4   MEDIUM AND TIME OF PAYMENT.  The Option Price shall be paid in full,
at the time of exercise, in cash and may be effected in whole or in part (a)    
with monies received from the Corporation at the time of exercise as a          
compensatory cash payment, or (b) with monies borrowed from the Corporation     
pursuant to repayment terms and conditions as shall be determined from time to  
time by the Committee, in its discretion, separately with respect to each       
exercise of Options and each Optionee; provided, however, that each such method 
and time for payment and each such borrowing and terms and conditions of        
repayment shall be permitted by and be in compliance with applicable law, and   
provided, further, if the Option Price is paid with monies borrowed from the    
Corporation, such fact shall be noted conspicuously on the certificate          
evidencing such shares in accordance with applicable law.                       

    7.5   TERM AND EXERCISE OF OPTIONS.  Options shall be exercisable over the
exercise period as and at the times and upon the conditions that the Committee  
may determine, as reflected in the Option Agreement; provided, however, that the
Committee shall have the authority to accelerate the exercisability of any      
outstanding Option at such time and under such circumstances as it, in its sole 
discretion, deems appropriate.  The exercise period shall be determined by the  
Committee for all Options; provided, however that such exercise period shall not
exceed 10 years from the date of grant of such Option.  The exercise period     
shall be subject to earlier termination as provided in Sections 7.6 and 7.7     
hereof.  An Option may be exercised, as to any or all full shares of Common     
Stock as to which the Option has become exercisable, by giving written notice of
such exercise to the Committee; provided, however, that an Option may not be    
exercised at any one time as to fewer than 100 shares (or such number of shares 
as to which the Option is then exercisable if such number of shares is less than
100).                                                                           

   7.6   TERMINATION.  Except as provided in Section 7.5 and in this Section
7.6 hereof, an Option may not be exercised unless the Optionee is then in the   
employ of the Corporation (or a corporation issuing or assuming the Option in a 
transaction to which IRC Section 425(a) applies), and unless the Optionee has   
remained continuously so employed since the date of grant of the Option.  If the
employment of an Optionee shall terminate (other than by reason of death,       
disability or retirement), all Options of such Optionee that are exercisable at 
the time of such termination may, unless earlier terminated in accordance with  
their terms, be exercised within three months after such termination; provided, 
however, that if the employment of an Optionee shall terminate for cause, all   
Options theretofore granted to such Optionee shall, to the extent not           
theretofore exercised, terminate forthwith.  Nothing in the Plan or in any      
Option shall confer upon an individual any right to continue in the employ of   
the Corporation or interfere in any way with the right of the Corporation or any
such division or Subsidiary Corporation to terminate such employment.           

7.7   DEATH, DISABILITY OR RETIREMENT.  If an Optionee shall die while
employed by the Corporation, or within three months after the termination of    
such Optionee's employment, other than for cause, or if the Optionee's          
employment shall terminate by reason of disability or retirement, all Options   
theretofore granted to such Optionee (to the extent otherwise exercisable) may, 
unless earlier terminated in accordance with their terms, be exercised by the   
Optionee or by the Optionee's estate or by a person who acquired the right to   
exercise such Option by bequest or inheritance or otherwise by reason of the    
death or disability of the Optionee, at any time within one year after the date 
of death, disability or retirement of the Optionee.                             

   Exhibit 1
   3

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    7.8   NONTRANSFERABILITY OF OPTIONS.  Options granted under the Plan shall
not be transferable otherwise than (a) by will; (b) by the laws of descent and  
distribution; or (c) to a revocable inter vivos trust or family partnership for 
the primary benefit of the Optionee and his or her spouse.  Options may be      
exercised, during the lifetime of the Optionee, only by the Optionee, his or her
guardian, legal representative or the Trustee of an above described trust, or   
general partner of the family partnership.                                      

7.9   EFFECT OF CERTAIN CHANGES.                                      
  (1) If there is any change in the number of shares of Common
stock through the declaration of stock dividends, or through recapitalization   
resulting in stock splits, or combinations or exchanges of such shares, the     
number of shares of Common Stock available for Options, the number of such      
shares covered by outstanding Options and the price per share of such Options   
shall be proportionately adjusted by the Committee to reflect any increase or   
decrease in the number of issued shares of Common Stock; provided, however, that
any fractional shares resulting  from such adjustment shall be eliminated.      

    (2) In the event of the proposed dissolution or liquidation of
the Corporation, in the event of any corporate separation or division,          
including, but not limited to, split-up, split-off or spin-off, or in the event 
of a merger or consolidation of the Corporation with another corporation, the   
Committee may provide that the holder of each Option then exercisable shall have
the right to exercise such Option (at its then Option Price) solely for the kind
and amount of shares of stock and other securities, property, cash or any       
combination thereof receivable upon such dissolution, liquidation, or corporate 
separation or division, or merger or consolidation by a holder of the number of 
shares of Common Stock for which such Option might have been exercised          
immediately prior to such dissolution, liquidation, or corporate separation or  
division, or merger or consolidation by a holder of the number of shares of     
Common Stock for which such Option might have been exercised immediately prior  
to such dissolution, liquidation, or corporate separation or division, or merger
or consolidation; or the Committee may provide, in the alternative, that each   
Option granted under the Plan shall terminate as of a date to be fixed by the   
Committee; provided, however, that not less than 30-days written notice of the  
date so fixed shall be given to each Optionee, who shall have the right, during 
the period of 30 days preceding such termination, to exercise the Options as to 
all or any part of the share of Common Stock covered thereby, including shares  
as to which such Option s would not otherwise be exercisable; provided, further,
that failure to provide such notice shall not invalidate or affect the action   
with respect to which such notice was required.                                 

   (3) If while unexercised Options remain outstanding under the
Plan, the stockholders of the Corporation approve a definitive agreement to     
merge or consolidate the Corporation with or into another corporation or to sell
or otherwise dispose of all or substantially all of its assets, or adopt a plan 
of liquidation (each, a "Disposition Transaction"), then the Committee may (a)  
make an appropriate adjustment to  the number and class of shares available for 
options, and to the amount and kind of shares or other securities or property   
(including cash) receivable upon exercise of any outstanding options after the  
effective date of such transaction, and the price thereof, or, in lieu of such  
adjustment, provide for the cancellation of all options outstanding at or prior 
to the effective date of such transaction; (b) provide that exercisability of   
all Options shall be accelerated, whether or not otherwise exercisable; or (c)  
in its discretion, permit Optionees to surrender outstanding options for        
cancellation; provided, however, that if the stockholders approve such          
Disposition Transaction within five years of the date of adoption of this Plan  
and before the Corporation is taken public, the Committee shall provide for the 
alternative in (b) above.  Upon any cancellation of an outstanding Option       
pursuant to this Section, the Optionee shall be entitled to receive, in exchange
therefor, a cash payment under any such Option in an amount per share determined
by the Committee in its sole discretion, but not less than the difference       
between the per share exercise price of such Option and the Fair Market Value of
a share of the Corporation Common Stock on such date as the Committee shall     
determine.                                                                      

   Exhibit 1
   4

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(4) In the event of a change in the Common stock of the   
Corporation as presently constituted which is limited to a change of all its    
authorized shares with par value into the same number of shares with a different
par value or without par value, the shares resulting from any such change shall 
be deemed to be the Common Stock within the meaning of the Plan.                

      (5) To the extent that the foregoing adjustments relate to stock
or securities of the Corporation, such adjustments shall be made by the         
Committee, whose determination in that respect shall be final, binding and      
conclusive, provided that each Incentive Stock Option granted pursuant to this  
Plan shall not be adjusted in a manner that causes such option to fail to       
continue to qualify as an Incentive Stock Option within the meaning of IRC      
Section 422A.                                                                   

   (6) Except as hereinbefore expressly provided in this Section
7.9, the Optionee shall have no rights by reason of any subdivision or          
consolidation of shares of stock or any class or the payment of any stock       
dividend or any other increase or decrease in the number of shares of stock of  
any class or by reason of any dissolution, liquidation, merger, or consolidation
or spin-off of assets or stock of another corporation; and any issue by the     
Corporation of shares of stock of any class shall not affect, and no adjustment 
by reason thereof shall be made with respect to, the number or price of shares  
of Common Stock subject to the Option.  The grant of an Option pursuant to the  
Plan shall not affect in any way the right or power of the Corporation to make  
adjustments, reclassifications, reorganizations or changes of its capital or    
business structures or to merge or to consolidate or to dissolve, liquidate or  
sell, or transfer all or part of its business or assets.                        

  7.10  RIGHTS AS A SHAREHOLDER.  An Optionee or a transferee of an Option
shall have no rights as a shareholder with respect to any shares covered by the 
Option until the date of the issuance of a certificate evidencing such shares.  
No adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distribution of other rights for which   
the record date is prior to the date such certificate is issued, except as      
provided in Section 7.9 hereof.                                                 

  7.11  OTHER PROVISIONS.  The Option Agreements authorized under the Plan
shall contain such other provisions, including, without limitation, (a) the     
imposition of restrictions upon the exercise of an Option; (b) in the case of an
Incentive Stock Option, the inclusion of any condition not inconsistent with    
such Option qualifying as an Incentive Stock Option; and (c) conditions relating
to compliance with applicable federal and state securities laws, as the         
Committee shall deem advisable.                                                 

    8.    AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.  If the Committee
shall so require, as a condition of the exercise, each Optionee shall agree that
(a) no later than the date of exercise of any Option, the Optionee will pay to  
the Corporation or make arrangements satisfactory to the Committee regarding    
payment of any federal, state or local taxes of any kind required by law to be  
withhold upon the exercise of such Options, and (b) the Corporation shall, to   
the extent permitted, or required by law, have the right to deduct federal,     
state and local taxes of any kind required by law to be withhold upon the       
exercise of such Option from any payment of any kind otherwise due to the       
Optionee.                                                                       

    9.    TERM OF PLAN.  Options may be granted pursuant to the Plan from time
to time within a period of ten (10) years from the date the Plan is adopted by  
the Board, or the date the Plan is approved by the stockholders of the          
Corporation, whichever is earlier.                                              

DEFINITIONS.  As used in this Plan, the term "Fair Market Value" per share as of
a particular date shall mean (i) the closing sales price per share of Common    
stock on a national securities exchange for the last preceding date on which    
there was a sale of such Common stock on such exchange; or (ii) if the shares of
Common Stock are then traded on an over-the-counter market, the average of the  
closing bid                                                                     

   Exhibit 1
   5

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and asked prices for the shares of Common Stock in such over-the-counter market 
for the last preceding date on which there was a sale of such Common Stock in   
such market; or (iii) in case no reported sale takes place, the average of the  
closing bid and asked prices on the National Association of Securities Dealers' 
Automated Quotations System ("NASDAQ") or any comparable system, or if the      
shares of Common Stock are not listed on NASDAQ or comparable system, the       
closing sale price or, in case no reported sale takes place, the average of the 
closing bid and asked prices, as furnished by any member of the National        
Association of Securities Dealers, Inc. selected from time to time by the       
Corporation for that purpose; or (iv) if the shares of Common Stock are not then
listed on a national securities exchange or traded in an over-the-counter       
market, such value as the Committee in its discretion may determine.            

 11.   AMENDMENT AND TERMINATION OF THE PLAN.  The Board at any time and
from time to time may suspend, terminate, modify or amend the Plan; provided,   
however, that any amendment that would materially increase the aggregate number 
of shares of Common Stock as to which Options may be granted under the Plan or  
materially increase the benefits accruing to participants under the Plan or     
materially modify the requirements as to eligibility for participation in the   
Plan shall be subject to the approval of the holders of a majority of the Common
Stock issued and outstanding, except that any such increase or modification that
may result from adjustments authorized by Section 7.9 hereof shall not require  
such approval.  Except as provided in Section 7 hereof, no suspension,          
termination, modification or amendment of the plan may adversely affect any     
Option previously granted, unless the written consent of the Optionee is        
obtained.                                                                       

12.   APPROVAL OF STOCKHOLDERS.  The Plan shall take effect upon its  
    adoption by the Board of Directors but shall be subject to the
         approval of the holders of a majority of the issued and outstanding
          shares of Common Stock of the Corporation, which approval must occur
       within 12 months after the date the Plan is adopted by the Board.

     Exhibit 1
     6

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 TYREX OIL COMPANY - PROXY
6886 S. Yosemite Street, Englewood, CO 80112

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   

The undersigned hereby appoints Paul Kaufhold and _______________ as proxies    
to vote all shares of the undersigned at the Annual Meeting of Stockholders     
to be held June __, 1998.  Each of the named proxies shall have the power to    
appoint a substitute proxy for himself.  The proxies, or any one of them,       
shall have the power to vote: (i) only those shares of the common Stock of      
Tyrex Oil Company held of record by the undersigned as of the close of          
business on April 9, 1998; (ii) at any adjournment of postponement of the       
meeting; and (iii) upon any subject which may properly be brought before the    
meeting. The proxies may vote upon all the matters described in the proxy       
statement furnished with this proxy, subject to any directions indicated        
below.  If no directions are given, this proxy will be voted "FOR" the          
adoption of the Company's 1998 Stock Option Plan; "FOR" the election of the     
nominees listed below for the Board of Directors; "FOR" the change in the       
Company's legal name to 3Si Holdings, Inc.; and "FOR" the appointment of John   
M. Hanson & Company, P.C., as independent auditors of the Company for the       
fiscal year ending June 30, 1998.                                               

                                                        [Enlarge/Download Table]
                                                                                                     

1.   To approve the Company's 1998 Stock Option Plan                                                 

     / / FOR this proposal      / / AGAINST this proposal     / / ABSTAIN from voting                

2.   Election of the five (5) Directors of the Company's Board of Directors:                         

     FOR All nominees listed below / /  WITHHOLD AUTHORITY to vote for all nominees listed below / / 
     (except as written below)                                                                       

        Fredrick J. Slack    F. Felipe Valdez   Frank W. Backes   Tom N. Richardson   Doris K. Backus

     (INSTRUCTIONS: To withhold authority to vote for any INDIVIDUAL nominee, write that nominee's   
     name on the space provided below).                                                              
          ------------------------------------------------------------------------------------------ 

3.   To approve the change in the Company's legal name to 3Si Holdings, Inc.                         

     / / FOR this proposal      / / AGAINST this proposal     / / ABSTAIN from voting                

4.   To approve the appointment of John M. Hanson & Company, P.C., as the Company's independent      
     auditors for the fiscal year ending June 30, 1998:                                              

     / / FOR this proposal      / / AGAINST this proposal     / / ABSTAIN from voting                

5.   In their discretion, the proxies are authorized to vote upon such other business as may         
     properly be brought before the meeting, or any adjournment or postponement thereof.             

PLEASE MARK, DATE, SIGN AND RETURN PROMPTLY                                                          

                                                   --------------------------------------------      

                                                   --------------------------------------------      

                                                   Dated:                                , 1998      
                                                         --------------------------------            

                                                   The signature(s) should agree with the name(s)    
                                                   imprinted to the left.  Custodians, Executors,    
                                                   Administrators, Trustees, guardians and Attorneys 
                                                   should so indicate when signing.                  
                                                   Shares held on record date:                       
                                                                              --------------------

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	12/31/07	4		10-Q, 10-Q/A
	7/31/98	9
	6/30/98	2	18	10-K, 10-K/A
For Period End:	6/18/98			DEF 14A
	5/15/98	2	3	10-Q
Filed on:	5/6/98
	4/9/98	7	18
	3/31/98	8		10-Q
	2/13/98	11
	1/21/98	4
	12/31/97	7	11	10-Q
	12/23/97	11
	10/10/97	9
	9/30/97	8		10-Q
	7/21/97	8		8-K
	6/30/97	7	11	10-K, NT 10-K
	5/30/97	8	10
	5/28/97	8	10
	12/31/96	11		10-Q
	6/30/96	7		10-K, ARS
	6/30/95	7
				List all Filings

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Filing Submission 0001047469-98-018422 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bulova Technologies Group, Inc. – ‘PRE 14A’ for 6/18/98

As of: Wednesday, 5/6/98 · For: 6/18/98 · Accession #: 1047469-98-18422 · File #: 0-09358

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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