Edgar Filing: GREENMAN TECHNOLOGIES INC

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

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GREENMAN TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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GREENMAN TECHNOLOGIES, INC.
12498 Wyoming Avenue South
Savage, Minnesota, 55378

NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
To Be Held July 27, 2006

TO OUR STOCKHOLDERS:

The Annual Meeting of Stockholders (the "Meeting") of GreenMan
Technologies, Inc. (together with its subsidiaries, "we", "us" or "our"), a
Delaware corporation, will be held on Thursday, July 27, 2006, at 9:00 A.M in
the Terrace Room of the Colonial Center, Sheraton Colonial Hotel, One Audubon
Road, Wakefield, Massachusetts, 01880 for the following purposes:

1. To elect five members of our Board of Directors.

2. To consider and act upon a proposal to ratify the selection of the
firm of Wolf & Company, P.C. as our independent auditors for the
fiscal year ending September 30, 2006.

3. To transact such other business as may properly come before the
Meeting and any adjournments thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only stockholders of record at the close of business on June 2, 2006 are
entitled to notice of and to vote at the Meeting.

All stockholders are cordially invited to attend the Meeting in person.
However, to assure your representation at the Meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the Meeting may vote in person even if he or she has returned a proxy.

By Order of the Board of Directors

LYLE JENSEN
Chief Executive Officer
June 26, 2006

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY CARD AND RETURN
IT PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE.

GREENMAN TECHNOLOGIES, INC.
12498 Wyoming Avenue South
Savage, Minnesota, 55378

PROXY STATEMENT

June 26, 2006

Proxies in the form enclosed with this proxy statement are solicited by
our Board of Directors (the "Board of Directors") at our expense for use at the
Annual Meeting of Stockholders (the "Meeting") to be held on July 27, 2006 in
the Terrace Room of the Colonial Center at the Sheraton Colonial Hotel, One
Audubon Road, Wakefield, Massachusetts, 01880.

Only stockholders of record as of June 2, 2006 will be entitled to vote at
the Meeting and any adjournments thereof. As of that date, 19,998,387 shares of
our Common Stock, par value $.01 per share, were issued and outstanding. The
holders of our common stock are entitled to one vote per share on any proposal
presented at the Meeting. Stockholders may vote in person or by proxy.

Execution of a proxy will not in any way affect a stockholder's right to
attend the Meeting and vote in person. Any stockholder giving a proxy has the
right to revoke it at any time before it is exercised by attending the Meeting
and voting in person or filing with our Secretary either a written instrument
revoking the proxy or another executed proxy bearing a later date.

All properly executed proxies returned in time to be counted at the
Meeting will be voted. With respect to the election of our Board of Directors,
shares represented by proxies will be voted as stated below under "Election of
Directors." Any stockholder submitting a proxy has the right to withhold
authority to vote for any individual nominee to the Board of Directors by
writing that nominee's name on the space provided on the proxy. In addition, the
stockholders will consider and vote upon a proposal to ratify the selection of
Wolf & Company, P.C. as our independent auditors, as further described in this
proxy statement. Where a choice has been specified on the proxy with respect to
such matter, the shares represented by the proxy will be voted in accordance
with the specification and will be voted FOR if no specification is made.

The representation in person or by proxy of a majority of the outstanding
shares of our common stock entitled to vote at the Meeting is necessary to
establish a quorum for the transaction of business. Votes withheld from any
nominee, abstentions and broker non-votes are counted as present or represented
for purposes of determining the presence or absence of a quorum. A "non-vote"
occurs when a broker holding shares for a beneficial owner votes on one
proposal, but does not vote on another proposal because the broker does not have
discretionary voting power and has not received instructions from the beneficial
owner. Directors are elected by a plurality of the votes cast by stockholders
entitled to vote at the Meeting. The proposal to ratify of the selection of Wolf
& Company, P.C. as our independent auditors requires the affirmative vote of the
majority of shares present in person or represented by proxy at the Meeting. An
automated system administered by our transfer agent tabulates the votes. The
vote on each matter submitted to stockholders is tabulated separately.
Abstentions are included in the number of shares present or represented and
voting on each matter.

The Board of Directors knows of no other matter to be presented at the
Meeting. If any other matter should be presented at the Meeting upon which a
vote properly may be taken, shares represented by all proxies received by us
will be voted with respect thereto in accordance with the judgment of the
persons named as attorneys in the proxies.

Our Annual Report, containing financial statements for fiscal year ended
September 30, 2005, and our Quarterly Report on Form 10-QSB, containing
financial statements for the fiscal quarter ended March 31, 2006, are being
mailed contemporaneously with this proxy statement to all stockholders entitled
to vote. This proxy statement and the form of proxy were first mailed to
stockholders on or about June 26, 2006.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of our common stock as of June 2, 2006:

o by each person (including any "group" as used in Section 13(d) of
the Securities Exchange Act of 1934) who is known by us to own
beneficially 5% or more of the outstanding shares of common stock;

o by each of our directors and officers; and

o by all of our directors and officers as a group.

Unless otherwise indicated below, to the best of our knowledge, all
persons listed below have sole voting and investment power with respect to their
shares of common stock, except to the extent authority is shared by spouses
under applicable law. As of June 2, 2006, 19,998,387 shares of our common stock
were issued and outstanding.

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS
Number of Shares
Name (1) Beneficially Owned (2) Percentage of Class (2)
------------------------------------------ ---------------------- -----------------------

Dr. Allen Kahn (3)................................... 3,441,470 16.99%
Maurice E. Needham (4)............................... 2,386,960 11.29%
Charles E. Coppa (5)................................. 680,710 3.33%
Lyle Jensen (6)...................................... 527,800 2.63%
Lew F. Boyd (7)...................................... 364,588 1.80%
Nicholas DeBenedictis (8)............................ 347,035 1.73%

All officers and directors as a group (6 persons) ... 7,748,563 35.47%

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Number of Shares
Beneficially Owned Percentage of Class
------------------ -------------------

Robert H. Davis (9).................................. 1,400,200 6.74%
Laurus Master Fund, Ltd. (10)........................ 1,001,727 4.99%

(1) Except as noted, each person's address is care of GreenMan Technologies,
Inc., 12498 Wyoming Avenue South, Savage, Minnesota, 55378.
(2) Pursuant to the rules of the Securities and Exchange Commission, shares of
common stock that an individual or group has a right to acquire within 60
days pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the
table.
(3) Includes 180,533 shares of common stock issuable pursuant to immediately
exercisable stock options and warrants.
(4) Includes 1,071,365 shares of common stock issuable pursuant to immediately
exercisable stock options. Also includes 59,556 shares of common stock
owned by Mr. Needham's wife.
(5) Includes 364,500 shares of common stock issuable pursuant to immediately
exercisable stock options.
(6) Includes 27,500 shares of common stock issuable pursuant to immediately
exercisable stock options.
(7) Includes 124,394 shares of common stock issuable pursuant to immediately
exercisable stock options.
(8) Includes 70,000 shares of common stock owned by Mr. DeBenedictis's wife.
(9) Includes 696,500 shares of common stock issuable pursuant to immediately
exercisable stock options. Mr. Davis's address is P.O. Box 902, Lynnfield,
MA 01940
(10) Laurus holds (i) warrants to purchase up to 1,380,000 shares of common
stock that are exercisable at exercise prices ranging from $1.56 to $2.29
per share and options to purchase up to 2,413,571 shares of common stock
that are exercisable within 60 days (subject to the following sentence) at
$.01 per share, (ii) a $4 million convertible term note that is
convertible into 3,954,000 shares of common stock at conversion prices
ranging from $.79 to $.93 per share, (iii) a $4,268,000 convertible
working capital note that is convertible into 4,776,000 shares of common
stock at conversion prices ranging from $.79 to $.93 per share, and (iv)

$1 million minimum borrowing note that is convertible into 3,030,000
shares of common stock at a conversion price of $.33 per share. These
warrants are not exercisable, and these notes are not convertible, to the
extent that (a) the number of shares of our common stock held by Laurus
and (b) the number of shares of our common stock issuable upon exercise of
the warrants and conversion of the notes would result in beneficial
ownership by Laurus of more than 4.99% of our outstanding shares of common
stock. Laurus may waive these provisions, or increase or decrease that
percentage, with respect to the warrants and/or the notes on 90 days'
prior notice to us, or without notice if we are in default under the
notes. Unless and until Laurus waives these provisions, then Laurus
beneficially owns 1,001,727 shares of our common stock issuable pursuant
to underlying warrants, options and the notes that are currently
exercisable or convertible. Laurus' address is 825 Third Avenue, 14th
Floor, New York, New York 10022.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Pursuant to Proposal No. 1, the five nominees listed below will be
nominated to serve until the next Annual Meeting of Stockholders and until their
successors are elected. Officers are elected by and serve at the discretion of
the Board of Directors, subject to their employment contracts.

Shares represented by all proxies received by the Board of Directors and
not so marked to withhold authority to vote for any individual nominee will be
voted (unless one or more nominees are unable or unwilling to serve) FOR the
election of all nominees. The Board of Directors knows of no reason why any such
nominees should be unable or unwilling to serve, but if such should be the case,
proxies may be voted for the election of some other person or for fixing the
number of directors at a lesser number.

The following information is set forth with respect to each nominee for
election as a director.

Year Term
Nominee's Name Position(s) Held Will Expire
-------------- ---------------- -----------

Maurice E. Needham............... Chairman of the Board 2007
Lyle Jensen...................... Chief Executive Officer, President and Director 2007
Lew F. Boyd...................... Director 2007
Allen Kahn, M.D.................. Director 2007
Nicholas DeBenedicitis .......... Director 2007

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED ABOVE.

OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth all of the candidates for election of
directors at the Meeting, and our executive officers, their ages, and the
positions held by each such person within our company.

Name Age Position
---- --- --------

Maurice E. Needham ............................... 65 Chairman of the Board of Directors
Lyle Jensen....................................... 55 Chief Executive Officer; President; Director
Charles E. Coppa ................................. 43 Chief Financial Officer; Treasurer; Secretary
Dr. Allen Kahn.................................... 85 Director
Lew F. Boyd ...................................... 60 Director
Nicholas DeBenedictis............................. 46 Director

Each director is elected for a period of one year at the annual meeting of
stockholders and serves until his or her successor is duly elected by the
stockholders. The officers are appointed by and serve at the discretion of the
Board of Directors. Each outside director receives a fee of $2,500 per board
meeting. Each outside director also participates in the Non-Employee Director
Stock Option Plan.

We have established an Audit Committee consisting of Messrs. DeBenedictis
(Interim Chair) and Boyd and Dr. Kahn, and a Compensation Committee consisting
of Messrs. Boyd (Chair) and DeBenedictis. Our Board of Directors has determined
that Mr. DeBenedicits is an "audit committee financial expert" within the
meaning given that term by Item 401(e) of Regulation S-B and that Mr.
DeBenedictis is "independent" within the meaning given to that term by Item
7(d)(3)(iv) of Schedule 14A under the Exchange Act. On April 12, 2006 Mr. Jensen
resigned as Chair of the Audit Committee and as a member of the Compensation
Committee and Mr. DeBenedictis became interim Chair of the Audit Committee and
joined the Compensation Committee.

MAURICE E. NEEDHAM has been Chairman since June 1993. From June 1993 to
July 21, 1997, Mr. Needham also served as Chief Executive Officer. He has also
served as a Director of Comtel Holdings, an electronics contract manufacturer
since April 1999. He previously served as Chairman of Dynaco Corporation, a
manufacturer of electronic components which he founded in 1987. Prior to 1987,
Mr. Needham spent 17 years at Hadco Corporation, a manufacturer of electronic
components, where he served as President, Chief Operating Officer and Director.

LYLE JENSEN has been a Director since May 2002. On April 12, 2006, Mr.
Jensen became our Chief Executive Officer. Mr. Jensen previously was Executive
Vice President/Chief Operations Officer of Auto Life Acquisition Corporation, an
automotive aftermarket leader of fluid maintenance equipment. Prior to that he
was a Business Development and Operations consultant after holding executive
roles as Chief Executive Officer and minority owner of Comtel and Corlund
Electronics, Inc. He served as President of Dynaco Corporation from 1988 to
1997; General Manager of Interconics from 1984 to 1988 and various financial and
general management roles within Rockwell International from 1973 to 1984.

CHARLES E. COPPA has served as Chief Financial Officer, Treasurer and
Secretary since March 1998. From October 1995 to March 1998, he served as
Corporate Controller. Mr. Coppa was Chief Financial Officer and Treasurer of
Food Integrated Technologies, a publicly-traded development stage company from
July 1994 to October 1995. Prior to joining Food Integrated Technologies, Inc.,
Mr. Coppa served as Corporate Controller for Boston Pacific Medical, Inc., a
manufacturer and distributor of disposable medical products, and Corporate
Controller for Avatar Technologies, Inc., a computer networking company.

ALLEN KAHN, M.D., has been a Director since March 2000. Dr. Kahn operated
a private medical practice in Chicago, Illinois, which he founded in 1953 until
his retirement in October 2002. Dr. Kahn has been actively involved as an
investor in "concept companies" since 1960. From 1965 through 1995 Dr. Kahn
served as a member of the Board of Directors of Nease Chemical Company
(currently German Chemical Company), Hollymatic Corporation and Pay Fone Systems
(currently Pay Chex, Inc.).

LEW F. BOYD has been a Director since August 1994. Mr. Boyd is the founder
and since 1985 has been the Chief Executive Officer of Coastal International,
Inc., an international business development and executive search firm,
specializing in the energy and environmental sectors. Previously, Mr. Boyd had
been Vice President/General Manager of the Renewable Energy Division of Butler
Manufacturing Corporation and had served in academic administration at Harvard
and Massachusetts Institute of Technology.

NICHOLAS DEBENEDICTIS has been a Director since September 2005. Mr.
DeBenedictis has been an independent investment advisor for the past nine years
and has over 16 years of experience in the financial markets and securities
business including positions with E.W. Smith Securities, Smith Barney, and
Janney Montgomery Scott.

Code of Ethics

On May 28, 2004, we adopted a code of ethics which applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. We have posted
our code of ethics on our corporate website, www.greenman.biz.

Board Meetings

Our Board of Directors met five times during the fiscal year ended
September 30, 2005. None of the directors attended fewer than 75% of the
meetings held during the period. There were no actions taken by unanimous
consent in lieu of a meeting during the fiscal year ended September 30, 2005.

Committees of the Board of Directors

Our Board of Directors has established an Audit Committee and a
Compensation Committee.

Audit Committee: The Audit Committee of the Board of Directors acts to:
(i) acquire a complete understanding of our audit functions; (ii) review with
management and our independent accountants our finances, financial condition and
interim financial statements; (iii) review with the independent accountants our
year-end financial statements; and (iv) review implementation with the
independent accountants and management any action recommended by our independent
accountants. The Audit Committee met four times during the fiscal year ended
September 30, 2005. None of the members of the Audit Committee attended fewer
than 75% of the meetings held during the period.

The Audit Committee adopted a written charter governing its actions on
June 1, 2000. The three members of the Audit Committee are "independent" within
the definition of that term as provided by Section 121(A) of the listing
standards of the American Stock Exchange.

Report of the Audit Committee

The Audit Committee has reviewed and discussed our audited consolidated
balance sheets and statements of operations, cash flows and stockholders'
deficit for the fiscal years ended September 30, 2005 and 2004 with
management. The Audit Committee has discussed with Wolf & Company, P.C.,
our independent auditors, the matters required to be discussed by
Statement of Auditing Standards No. 61.

The Audit Committee has also received and reviewed written disclosures and
the letter from Wolf & Company, P.C. required by Independent Standards
Board No. 1 and has discussed with Wolf & Company, P.C. their
independence. Based on the foregoing review and discussions, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in our Annual Report on Form 10-KSB for the fiscal
year ended September 30, 2005 for filing with the Securities and Exchange
Commission.

AUDIT COMMITTEE

Lyle Jensen (Chairman) Lew Boyd Dr. Allen Kahn

* Mr. Jensen resigned from the Audit Committee in April 2006 upon his
appointment as President and Chief Executive Officer.

Compensation Committee: The Compensation Committee of the Board of
Directors sets the compensation of the Chief Executive Officer and reviews and
approves the compensation arrangements for all other officers. The Compensation
Committee met four times during the fiscal year ended September 30, 2005. None
of the members of the Compensation Committee attended fewer than 75% of the
meetings held during the period.

Our Board of Directors has not established a nominating committee. Our
Board believes that each of our current members should, and do, participate in
the consideration of director nominees. In accordance with Section 804 of the
American Stock Exchange's Company Guide, our independent directors recommend
nominees for selection as directors by the full Board. The policy of our Board
is to consider director candidates recommended by our stockholders. Stockholders
wishing to nominate director candidates must comply with certain procedures and
notice requirements set forth in our By-Laws. Nominations must be submitted in
writing to our principal executive office on a timely basis and must contain
certain information set forth in our By-Laws. See "Advance Notice Procedures"
below. Our Board has not established a formal charter regarding the nomination
and consideration of director candidates. We expect to establish a Nominating
and Governance Committee, and a charter governing its operations, in fiscal
2006. When adopted, the charter will be posted on our corporate website.

Stockholders may communicate directly with members of our Board of
Directors by sending a letter or other written communication to The Chairman of
the Board (or, if applicable to an individual director by name), in care of the
Corporate Secretary, GreenMan Technologies, Inc., 12498 Wyoming Avenue South,
Savage, MN 55378. Our current policy is to forward all communications to the
Chairman of the Board or the individually named director, if applicable, but we
reserve the right to modify that policy in the future.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table summarizes the compensation paid or accrued for
services rendered during the fiscal years ended September 30, 2005, 2004 and
2003, to our former Chief Executive Officer and our Chief Financial Officer. We
did not grant any restricted stock awards or stock appreciation rights or make
any long-term plan payouts during the periods indicated.

SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
------------------- Securities
Name and Other Annual Underlying All Other
Principal Position Fiscal Year Salary Bonus Compensation (1) Options (2) Compensation
------------------ ----------- ------ ----- ---------------- ----------- ------------

Robert H. Davis ............ 2005 $230,000 $-- $23,802 -- $--
Chief Executive Officer 2004 230,000 -- 21,468 -- --
2003 230,000 -- 19,900 -- --

Charles E. Coppa ........... 2005 $130,000 $-- $8,396 -- $--
Chief Financial Officer 2004 130,000 -- 22,906 60,000 --
2003 130,000 -- 9,343 -- --

(1) Represents payments made to or on behalf of Messrs. Davis and Coppa for
health, life and disability insurance and auto allowances.
(2) The fiscal 2004 grant represents options granted to Mr. Coppa in August
2004 and were subsequently cancelled in March 2005.

Options/SAR Grants Table

There were no stock options granted during the year ended September 30,
2005 to the executives named in the Summary Compensation Table above.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The following table sets forth information concerning the value of
unexercised options as of September 30, 2005 held by the executives named in the
Summary Compensation Table above.

Shares Value of Unexercised
Acquired Value Number of Securities Underlying Unexercised In-the-Money Options
on Exercise (1) Realized (2) Options at September 30, 2005 (3) at September 30, 2005 (2)
--------------- ------------ --------------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Robert H. Davis .... -- $ -- 696,500 63,000 $ -- $ --
Charles E. Coppa ... -- -- 354,500 13,000 $ -- $ --

(1) There were no options exercised during the fiscal year ended September 30,
2005.
(2) Assumes that the value of shares of common stock is equal to $.23 per
share, which was the closing bid price on the American Stock Exchange on
September 30, 2005.
(3) The options granted to the executive officers became exercisable
commencing July 17, 1998 in the case of Mr. Davis, December 30, 1997 and
in the case of Mr. Coppa at an annual rate of 20% of the underlying shares
of our common stock. The options granted to Mr. Davis pursuant to his
April 1999 employment agreement vest over a seven-year period.

Employment Agreements

On April 12, 2006, the Registrant entered into a five-year employment
agreement with Mr. Jensen pursuant to which Mr. Jensen will receive a base
salary of $195,000 per year. The agreement automatically renews for one
additional year upon each anniversary, unless notice of non-renewal is given by
either party. The Registrant may terminate the agreement without cause on 30
days' prior notice. The agreement provides for payment of twelve months' salary
and certain benefits as a severance payment for termination without cause. Any
increases in Mr. Jensen's base salary will be made in the discretion of the
Board of Directors upon the recommendation of the Compensation Committee. The
agreement also provides for Mr. Jensen to be eligible to receive incentive
compensation based on (i) non-financial criteria which may be established by the
Board of Directors and (ii) upon a calculation of the Registrant's annual
audited earnings before interest, taxes, depreciation and amortization
("EBITDA") as a percentage of the Registrant's revenue, as follows:

EBITDA as
% of Revenue Performance Incentive
------------ ---------------------
Base: 10.0 % or Less None
Level I: 10.1% - 12.0% 10% of EBITDA dollars above Base
Level II: 12.1% - 15.0% 12% of EBITDA dollars above Base
Level III: > 15.0% 15% of EBITDA dollars above Base

Mr. Jensen will receive a relocation allowance of up to $25,000 and a car
allowance of $600 per month.

Mr. Jensen has been granted a qualified option under the Registrant's 2005
Stock Option Plan to purchase 500,000 shares of the Registrant's common stock,
par value $.01 per share, with an exercise price of $.28 per share. The options
vest equally over a five year period from date of grant. In addition, Mr. Jensen
will be eligible to be awarded qualified options to purchase up to 100,000
additional shares of common stock annually, with the actual amounts contingent
on achieving certain levels of EBITDA performance. The right to exercise all
options will accelerate in full immediately prior to any transaction or series
of sequenced events in which all or substantially all of the Registrant's assets
or common stock are sold to or merged with a third party or third parties.

In addition, upon signing of his employment agreement, Mr. Jensen agreed
to purchase from the Registrant, 500,000 unregistered shares of the Registrant's
common stock at a price equal to the closing bid price of the common stock on
the date the agreement was executed.

Mr. Jensen replaced Mr. Davis, who resigned as President and Chief
Executive Officer on April 12, 2006.

In June 1999, we entered into a two-year employment agreement with Mr.
Coppa pursuant to which Mr. Coppa currently receives a salary of $130,000 per
annum. The agreement automatically renews for two additional years upon each
anniversary, unless notice of non-renewal is given by either party. Any
increases or bonuses will be made at the discretion of our Board of Directors
upon the recommendation of the Compensation Committee. The agreement provides
for payment of twelve months salary as a severance payment for termination
without cause.

In June 2003, we entered into a three-year employment agreement with Mr.
Needham pursuant to which Mr. Needham receives a salary of $90,000 per annum.
The agreement automatically renews for three additional years upon each
anniversary, unless notice of non-renewal is given by either party. Any
increases or bonuses will be made at the discretion of our Board of Directors
upon the recommendation of the Compensation Committee. The agreement provides
for payment of twelve months salary as a severance payment for termination
without cause.

Stock Option Plan

Our 1993 Stock Option Plan (the "2003 Plan") was established to provide
options to purchase shares of common stock to our employees, officers, directors
and consultants. In March 2001, our stockholders approved an increase to the
number of shares authorized under the 1993 Plan to 3,000,000 shares. The 1993
Plan expired on June 10, 2004.

On March 18, 2005, our Board of Directors adopted the 2005 Stock Option
Plan (the "2005 Plan"), which was subsequently approved by our stockholders on
June 16, 2005. The 2005 Plan replaced the 1993 Plan. Options granted under the
2005 Plan may be either options intended to qualify as "incentive stock options"
under Section 422 of the Internal Revenue Code of 1986, as amended; or
non-qualified stock options.

Incentive stock options may be granted under the 2005 Plan to employees,
including officers and directors who are employees. Non-qualified options may be
granted to our employees, directors and consultants. The 2005 Plan is
administered by our Board of Directors, which has the authority to determine:

o the persons to whom options will be granted;

o the number of shares to be covered by each option;

o whether the options granted are intended to be incentive stock
options;

o the manner of exercise; and

o the time, manner and form of payment upon exercise of an option.

Incentive stock options granted under the 2005 Plan may not be granted at
a price less than the fair market value of our common stock on the date of grant
(or less than 110% of fair market value in the case of persons holding 10% or
more of our voting stock). Non-qualified stock options may be granted at an
exercise price established by our Board which may not be less than 85% of fair
market value of our shares on the date of grant. Due to the fact that current
tax laws adversely impact recipients of non-qualified stock options granted at
less than fair market value we do not expect to make such grants. Incentive
stock options granted under the 2005 Plan must expire no more than ten years
from the date of grant, and no more than five years from the date of grant in
the case of incentive stock options granted to an employee holding 10% or more
of our voting stock.

As of September 30, 2005, there were 1,660,356 options granted and
outstanding under the 1993 Plan of which 1,578,156 options were exercisable at
prices ranging from $0.38 to $1.80. No options have been granted under the 2005
Plan as of September 30, 2005.

Non-Employee Director Stock Option Plan

Our 1996 Non-Employee Director Stock Option Plan is intended to promote
our interests by providing an inducement to obtain and retain the services of
qualified persons who are not officers or employees to serve as members of our
Board of Directors. The Board of Directors has reserved 60,000 shares of common
stock for issuance under the Non-Employee Director Stock Option Plan.

Each person who was a member of the Board of Directors on January 24,
1996, and who was not an officer or employee, was automatically granted an
option to purchase 2,000 shares of common stock. In addition, after an
individual's initial election to the Board of Directors, any director who is not
an officer or employee and who continues to serve as a director will
automatically be granted on the date of the Annual Meeting of Stockholders an
additional option to purchase 2,000 shares of common stock. The exercise price
per share of options granted under the Non-Employee Director Stock Option Plan
is 100% of the fair-market value of the common stock on the business day
immediately prior to the date of the grant and each option is immediately
exercisable for a period of ten years from the date of the grant.

As of September 30, 2005, options to purchase 38,000 shares of our common
stock have been granted under the 1996 Non-Employee Director Stock Option Plan,
of which 28,000 are outstanding and exercisable at prices ranging from $0.38 to
$1.95.

Employee Benefit Plan

In August 1999, we implemented a Section 401(k) plan for all eligible
employees. Employees are permitted to make elective deferrals of up to 15% of
employee compensation and employee contributions to the 401(k) plan are fully
vested at all times. We may make discretionary contributions to the 401(k) plan
which become vested over a period of five years. We did not make any
discretionary contributions to the 401(k) plan during the fiscal years ended
September 30, 2005 and 2004.

Loans; Personal Guarantees

In January 1998, we advanced Mr. Davis $104,000 under an 8.5% secured loan
agreement with both principal and interest due January 2001. This note was
amended on September 30, 2000 to extend the maturity of the note until April 15,
2002 (subsequently extended to April 15, 2004) and increase the interest rate to
9.5%. On April 30, 2004 the remaining balance of $163,000, including interest,
was applied to offset obligations under our $400,000 September 30, 2003 note
payable due to Mr. Davis.

In January 1999, we advanced Messrs. Davis and Coppa $55,000, in
aggregate, under 8.5% secured promissory notes with both principal and interest
due January 2002 (subsequently extended to January 2004). The proceeds were used
to participate in a private placement of our common stock and the loans were
secured by 191,637 shares of common stock owned by Messrs. Davis and Coppa. In
June 2002, they repaid $5,000 each toward their respective then outstanding
balances. On March 31, 2004, Mr. Davis's remaining balance of $24,000 including
interest, was applied to offset obligations under our $400,000 September 30,
2003 note payable to him. On May 11, 2004, Mr. Coppa sold 36,717 shares of
common stock valued at $44,248 back to us in full settlement of all amounts due
under his note. We subsequently cancelled these shares, which reduced our total
shares issued and outstanding.

Dr. Kahn was owed $300,000 under the terms of an October 1999 private
offering of 10% convertible notes and warrants and $75,000 under the terms of a
February 2000 offering of 11% convertible notes and warrants. The warrants were
exercisable for a period of five years to purchase 125,000 shares of our common
stock at exercise prices ranging from $.31 to $.50 per share. The convertible
notes originally matured twelve months after issuance and were payable in cash
or unregistered shares of our common stock at a conversion price of $1.00 per
share. In September 2000 and June 2001, Dr. Kahn agreed to extend the maturity
date of each note for an additional twelve months from their original maturity.
In return for the June 2001 extension, we agreed to reduce the conversion price
to $.75 per share. In September 2002, Dr. Kahn again agreed to extend the
maturity of each note for an additional twenty-four months from their extended
maturity dates which range from October 2005 to February 2005. On February 16,
2004, Dr. Kahn converted these two notes, including $375,000 of principal and
$168,210 of accrued interest into 724,281 shares of our unregistered common
stock pursuant to the amended terms noted above. The warrants were exercised by
Dr. Kahn during fiscal 2003.

Dr. Kahn has also loaned us $200,000 under the terms of a November 2000
unsecured promissory note which bears interest at 12% per annum with interest
due monthly and the principal due in November 2001. In June 2001, Dr. Kahn
agreed to extend the maturity date of the note for an additional twelve months
from its original maturity. In September 2002, Dr. Kahn again agreed to extend
the maturity of the note until November 2004. In June 2004, Dr. Kahn agreed to
extend the maturity of this note until the earlier of when all amounts due under
the Laurus credit facility have been repaid or June 30, 2007.

During the period of June to August 2003, two immediate family members of
Mr. Needham loaned us a total of $400,000 under the terms of two-year, unsecured
promissory notes which bear interest at 12% per annum with interest due
quarterly and the principal due upon maturity. In March 2004, these same
individuals loaned us an additional $200,000 in aggregate, under similar terms
with the principal due upon maturity March 2006. These individuals each agreed
to invest the entire $100,000 principal balance of their June 2003 notes
($200,000 in aggregate) into the April 2004 private placement of investment
units and each received 113,636 units (113,636 shares of our common stock and
warrants to purchase 56,818 additional shares of our common stock at $1.80 per
share) in these transactions. At September 30, 2005, the remaining balance due
on these advances amounted to $400,000.In addition, the two individuals agreed
to extend the maturity of the remaining balance of these notes until the earlier
of when all amounts due under the Laurus credit facility have been repaid or
June 30, 2007.

In September 2003, Mr. Davis loaned us $400,000 under the terms of a
September 30, 2003 unsecured promissory note which bears interest at 12% per
annum with interest due quarterly and the principal due March 31, 2004
(subsequently extended to September 30, 2004). In 2005, Mr. Davis applied
approximately $114,000 of the balance due him plus $21,000 of accrued interest
to exercise options to purchase 185,000 shares of common stock as noted above.
In addition, he agreed to extend the maturity of the remaining balance of this
note until the earlier of when all amounts due under the Laurus credit facility
have been repaid or June 30, 2007. At September 30, 2005, the remaining balance
due on this note amounted to $99,320.

In October 2003, Mr. Needham loaned us $75,000 under the terms of an
October 22, 2003 unsecured promissory note payable which bears interest at 12%
per annum with interest due quarterly and the principal due June 30, 2004.
During January and February 2004, Mr. Needham advanced us an additional $250,000
under substantially similar notes that were due in June 2004. Mr. Needham agreed
to invest all unpaid principal and interest under these advances amounting to
approximately $350,000 into the April 2004 private placement of units and
received 339,806 units in this transaction (see above).

Related Party Transactions

We rent several pieces of equipment on a monthly basis from Valley View
Farms, Inc. and Maust Asset Management, LLC, two companies co-owned by one of
our employees. In January 2005, we entered into three equipment lease agreements
with Maust Asset Management . Under the terms of the three new leases, we are
required to pay between $1,500 and $2,683 per month rental and have the ability
to purchase the equipment at the end of the lease for between $12,000 and
$16,000. Rent expense associated with payments made to the two companies for the
fiscal years ended September 30, 2005 and 2004 was $170,940 and $248,560,
respectively.

In July 2002, our Minnesota subsidiary entered into a four-year equipment
lease with Valley View Farms. Under the terms of the lease, the subsidiary is
required to pay rent of $4,394 per month and has the ability to purchase the
equipment at the end of the lease at approximately 40% of its original value.
The lease is classified as a capital lease at September 30, 2005 with an
equipment value of $146,670.

In April 2003, our Iowa subsidiary entered into a ten-year lease agreement
with Maust Asset Management for our Iowa facility. Under the terms of the lease,
monthly rent payments of $8,250 are required for the first five years,
increasing to $9,000 per month for the remaining five years. The lease also
provides us a right of first refusal to purchase the land and buildings at fair
market value during the term of the lease. Maust Asset Management acquired the
property from the former lessor. In April 2005, our Iowa subsidiary entered into
an eight-year lease agreement with Maust Asset Management for approximately 3
acres adjacent to our existing Iowa facility. Under the terms of the lease,
monthly rent payments of $3,500 are required. For the fiscal years ended
September 30, 2005 and 2004, payments made in connection with these leases
amounted to $123,000 and $111,483, respectively.

During March 2004, our Minnesota subsidiary sold all of its land and
buildings to an entity co-owned by one of our employees for $1,400,000,
realizing a gain of $437,337 which has been recorded as unearned income and
classified as a non current liability in the accompanying financial statements.
Simultaneous with the sale, we entered into an agreement to lease the property
back for a term of 12 years at an annual rent of $195,000, increasing to
$227,460 over the term of the lease. The gain is being recognized as income
ratably over the term of the lease. The lease provides for two additional 4-year
extensions. The lease is classified as a capital lease at September 30, 2005
with an equipment value of $1,400,000. For the fiscal years ended September 30,
2005 and 2004, payments made in connection with this lease amounted to $236,298
and $145,379, respectively.

On September 30, 2003, Mart Management, Inc., our Georgia subsidiary's
landlord, loaned us $100,000 under the terms of a September 30, 2003 unsecured
promissory note which bears interest at 12% per annum with interest due
quarterly and the principal due September 30, 2005. In June 2004, Mart
Management agreed to invest the entire $100,000 principal balance of the
unsecured promissory note plus accrued interest of $7,300 into the April 2004
private placement of investment units and received 121,932 Units in this
transaction.

All transactions, including loans, between us and our officers, directors,
principal stockholders, and their affiliates are approved by a majority of the
independent and disinterested outside directors on the Board of Directors.
Management believes these transactions were consummated on terms no less
favorable to us than could be obtained from unaffiliated third parties.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than 10% of our common stock, to file with
the Securities and Exchange Commission initial reports of ownership of our
common stock and other equity securities on Form 3 and reports of changes in
such ownership on Form 4 and Form 5. Officers, directors and 10% stockholders
are required by the Securities and Exchange Commission regulations to furnish us
with copies of all Section 16(a) forms they file.

To the best of management's knowledge, based solely on review of the
copies of such reports furnished to us during and with respect to, our most
recent fiscal year, and written representation that no other reports were
required, all Section 16(a) filing requirements applicable to our officers and
directors have been complied with.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF AUDITORS

Our Board of Directors has selected the firm of Wolf & Company, P.C.,
independent certified public accountants, to serve as auditors for the fiscal
year ending September 30, 2006. Wolf & Company, P.C. has acted as our
independent auditor since inception. Stockholder ratification of our independent
auditors is not required under Delaware law or under our Restated Certificate of
Incorporation or By-Laws. If the stockholders do not ratify the selection of
Wolf & Company, P.C. as our independent auditors for the fiscal year ending
September 30, 2006, our Board of Directors will evaluate what would be in the
best interests of our company and our stockholders and consider whether to
select new independent auditors for the current fiscal year or whether to wait
until the completion of the audit for the current fiscal year before changing
independent auditors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF ITS SELECTION
OF WOLF & COMPANY, P.C. AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
SEPTEMBER 30, 2006.

INDEPENDENT PUBLIC ACCOUNTANTS

In addition to audit services, Wolf & Company, P.C. also provided certain
non-audit services to us during the fiscal year ended September 30, 2005. The
Audit Committee has considered whether the provision of these additional
services is compatible with maintaining the independence of Wolf & Company, P.C.

Audit Fees. The aggregate fees billed for professional services
rendered by Wolf & Company, P.C. for (1) the audit of our financial statements
as of and for the fiscal year ended September 30, 2005 and (2) the review of the
financial statements included our company's Form 10-QSB filings for fiscal 2005
were $219,000. The aggregate fees billed for professional services rendered by
Wolf & Company, P.C. for (1) the audit of our financial statements as of and for
the fiscal year ended September 30, 2004 and (2) the review of the financial
statements included in our Form 10-QSB filings for fiscal 2004 were $190,300.

Audit-Related Fees. The aggregate fees billed in fiscal 2005 and
2004 for assurance and related services rendered by Wolf & Company, P.C. that
are reasonably related to the performance of the audit or review of our
financial statements, were $21,885 and $6,000, respectively. Services rendered
in this category consisted of (i) financial accounting and reporting
consultations; (ii) participation in board and audit committee meetings; (iii)
assurance services on specific transactions and (iv) assistance in the
preparation of registration statements, form 8-K and other.

Tax Fees. The aggregate fees billed in fiscal 2005 and 2004 for
professional services rendered by Wolf & Company, P.C. for tax compliance, tax
advice and tax planning were $27,750 and $20,500, respectively.

All Other Fees. There were no fees billed in fiscal 2005 and 2004
for products and services provided by Wolf & Company, P.C., other than services
reported above.

Pre-Approval Policies and Procedures. The Audit Committee has adopted
policies which provide that our independent auditors may only provide those
audit and non-audit services that have been pre-approved by the Audit Committee,
subject, with respect to non-audit services, to a de minimis exception
(discussed below) and to the following additional requirements: (1) such
services must not be prohibited under applicable federal securities rules and
regulations, and (2) the Audit Committee must make a determination that such
services would be consistent with the principles that the independent auditor
should not audit its own work, function as part of management, act as an
advocate of our company, or be a promoter of our company's stock or other
financial interests. The chairman of the Audit Committee has the authority to
grant pre-approvals of permitted non-audit services between meetings, provided
that any such pre-approval must be presented to the full Audit Committee at its
next scheduled meeting.

During fiscal 2005, all of the non-audit services provided by Wolf &
Company, P.C. were pre-approved by the Audit Committee. Accordingly, the Audit
Committee did not rely on the de minimis exception noted above. This exception
waives the pre-approval requirements for non-audit services if certain
conditions are satisfied, including, among others, that such services are
promptly brought to the attention of and approved by the Audit Committee prior
to the completion of the audit.

TRANSACTION OF OTHER BUSINESS

Our Board of Directors knows of no other matters which may be brought
before the Meeting. If any other matters properly come before the Meeting, or
any adjournment thereof, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy on such matters in accordance with
their best judgment.

ADVANCE NOTICE PROCEDURES

Under our By-laws, nominations for a director may be made only by the
Board of Directors, a committee appointed by the Board of Directors, or by a
stockholder of record entitled to vote on the election of directors, who is also
a stockholder at the record date of the meeting and also on the date of the
meeting at which directors are to be elected, who has delivered notice to our
principal executive offices (containing certain information specified in the
By-laws) (i) not fewer than 60 days nor more than 90 days prior to the
anniversary date of the preceding year's annual meeting, or (ii) if the meeting
is called for a date not within thirty days before or after such anniversary
date, not later than the close of business on the 10th day following the date
notice of such meeting is mailed or made public, whichever is earlier.

Our By-laws also provide that no business may be brought before an annual
meeting of stockholders except as specified in the notice of the meeting or as
otherwise brought before the meeting by or at the direction of the Board of
Directors, the presiding officer or by a stockholder who shall have been a
stockholder of record on the record date for such meeting and who shall continue
to be entitled to vote thereafter, who has delivered notice to our principal
executive offices (containing certain information specified in the By-laws) (i)
not fewer than 60 days nor more than 90 days prior to the anniversary date of
the preceding year's annual meeting, or (ii) for a special meeting or an annual
meeting called for a date not within thirty days before or after such
anniversary date, not later than the close of business on the 10th day following
the date notice of such meeting is mailed or made public, whichever is earlier.

These requirements are separate and apart from and in addition to the
requirements that a stockholder must meet in order to have a stockholder
proposal included in our Proxy Statement under Rule 14a-8 of the Exchange Act. A
copy of the full text of the By-law provisions discussed above may be obtained
by writing to the Corporate Secretary, GreenMan Technologies, Inc., 12489
Wyoming Avenue South, Savage, Minnesota, 55378.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended for inclusion in the proxy statement to
be mailed to all stockholders entitled to vote at our next annual meeting of
stockholders must be received at our principal executive offices not later than
February 28, 2007. In order to curtail controversy as to the date on which a
proposal was received by us, it is suggested that proponents submit their
proposals by Certified Mail Return Receipt Requested.

EXPENSES AND SOLICITATION

The cost of solicitation by proxies will be borne by us, in addition to
directly soliciting stockholders by mail, we may request banks and brokers to
solicit their customers who have our stock registered in the name of the nominee
and, if so, will reimburse such banks and brokers for their reasonable
out-of-pocket costs. Solicitation by our officers and employees may be made of
some stockholders in person or by mail or telephone.

INFORMATION INCORPORATED BY REFERENCE

Our Annual Report, containing financial statements and management's
discussion and analysis of our financial condition and results of operations for
the year ended September 30, 2005, and our Quarterly Report on Form 10-QSB,
containing financial statements and management's discussion and analysis of our
financial condition and results of operations for the fiscal quarter ended March
31, 2006, are being mailed contemporaneously with this proxy statement to all
stockholders entitled to vote, and are incorporated herein by this reference.