<PAGE> 1
SCHEDULE 14A-INFORMATION REQUIRED IN PROXY
STATEMENT
(Last amended in Rel. No.34-34832, eff. 11/23/94.)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Nicholas Financial, Inc.
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
N/A
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(I)(4) 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:
- ---------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- ---------------------------------------------------------------------------
Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ]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:
- ---------------------------------------------------------------------------
<PAGE> 2
NICHOLAS FINANCIAL, INC.
Building C #501B
2454 McMullen Booth Road
Clearwater, FL 33759-1343
(727) 726-0763
NOTICE OF ANNUAL GENERAL MEETING
To the Members of Nicholas Financial, Inc.:
NOTICE IS HEREBY GIVEN that the 1999 Annual General Meeting of the
Members (the "Meeting") of Nicholas Financial, Inc. (hereinafter
called the "Company") will be held at Countryside Country Club, 3001
Countryside Boulevard, Clearwater, Florida on:
WEDNESDAY, AUGUST 4, 1999
at the hour of 10:00 in the forenoon (Clearwater time) for the
following purposes:
1. to receive the Report of the Directors;
2. to receive the financial statements of the Company for its fiscal
year ended March 31, 1999 and the report of the Auditors thereon;
3. to elect two directors to hold office until the 2000 Annual
General Meeting of Members and until each of their respective
successors is duly elected and qualified and to elect one
director to hold office until the 2002 Annual General Meeting of
Members and until his successor is duly elected and qualified
(Proposal 1);
4. to appoint Auditors for the ensuing year (Proposal 2); and
5. to transact such other business as may properly come before the
Meeting.
Accompanying this Notice are a Proxy Statement and Information
Circular and Form of Proxy.
Members of record as of the close of business on June 22, 1999 will be
entitled to attend and vote at the Meeting, or any adjournment or
postponement thereof. A member entitled to attend and vote at the
Meeting is entitled to appoint a proxyholder to attend and vote in his
stead.
The enclosed Form of Proxy is solicited by the Board of Directors of
the Company but, as set out in the Notes accompanying the Form of
Proxy, you may amend it if you so desire by striking out the names
listed therein and inserting in the space provided the name of the
person you wish to represent you at the Meeting.
DATED at Clearwater, Florida, June 29, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Peter L. Vosotas
- ------------------------
Chairman of the Board,
Chief Executive Officer and President
Your vote is important. If you are unable to attend the Meeting (or
any adjournment or postponement thereof) in person, please read the
Notes accompanying the Form of Proxy enclosed herewith and then
complete and return the Proxy within the time set out in the Notes.
<PAGE> 3
NICHOLAS FINANCIAL, INC.
Building C #501B
2454 McMullen Booth Road
Clearwater, FL 33759-1343
(727) 726-0763
PROXY STATEMENT AND INFORMATION CIRCULAR
AS AT AND DATED JUNE 29, 1999
This Proxy Statement and Information Circular accompanies
the Notice of the 1999 Annual General Meeting of Members (the
"Meeting") of Nicholas Financial, Inc. (hereinafter called the
"Company") to be held on Wednesday August 4, 1999, at 10:00 a.m.
(Clearwater, Florida time), at Countryside Country Club, 3001
Countryside Boulevard, Clearwater, Florida, and is furnished in
connection with a solicitation of proxies on behalf of the Board
of Directors of the Company for use at that Meeting and at any
adjournment thereof.
The Company's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1999, together with this Proxy Statement and
Information Circular and the accompanying proxy form ("Proxy"),
are first being mailed on or about July 1, 1999 to members
entitled to vote at the Meeting.
REVOCABILITY OF PROXY
If the accompanying Proxy is completed, signed and returned,
the shares represented thereby will be voted at the Meeting. The
giving of the Proxy does not affect the right to vote in person
should the member be able to attend the Meeting. The member may
revoke the Proxy at any time prior to the voting thereof.
In addition to revocation in any other manner permitted by
law, a proxy may be revoked by instrument in writing executed by
the member or his attorney authorized in writing, or if the
member is a corporation, by a duly authorized officer or attorney
thereof, and deposited either at the registered office of the
Company at any time up to and including the last business day
preceding the day of the Meeting, or any adjournment thereof, or,
as to any matter in respect of which a vote shall not already
have been cast pursuant to such proxy, with the Chairman of the
Meeting on the day of the Meeting, or any adjournment thereof,
and upon either of such deposits the proxy is revoked.
PERSONS MAKING THE SOLICITATION
THE ENCLOSED PROXY IS BEING SOLICITED BY
THE BOARD OF DIRECTORS OF THE COMPANY
Solicitations will be made by mail and possibly supplemented
by telephone or other personal contact to be made without special
compensation by regular officers and employees of the Company.
The Company may reimburse members' nominees or agents (including
brokers holding shares on behalf of clients) for the cost
incurred in obtaining from their principals authorization to
execute forms of proxy. No solicitation will be made by
specifically engaged employees or soliciting agents. The cost of
solicitation of proxies on behalf of the Board of Directors will
be borne by the Company.
<PAGE> 4
VOTING SHARES AND OWNERSHIP
OF MANAGEMENT AND PRINCIPAL HOLDERS
The Company is authorized to issue 50,000,000 Common shares
without par value and 5,000,000 Preference shares without par
value. As of the close of business on June 22, 1999, the record
date for determining members entitled to notice of and to vote at
the Meeting, there were issued and outstanding 2,349,108 Common
shares and no Preference shares. At a General Meeting of the
Company, on a show of hands, every member present in person and
entitled to vote shall have one vote, and on a poll, every member
present in person or represented by proxy and entitled to vote
shall have one vote, for each share of which such member is the
registered holder. Shares represented by proxy will only be
voted on a poll.
The following table sets forth certain information regarding
the beneficial ownership of Common shares as of June 22, 1999
regarding (i) each of the Company's directors, (ii) each of the
Company's executive officers, (iii) all directors and officers as
a group, and (iv) each person known by the Company to
beneficially own, directly or indirectly, more than 5% of the
outstanding Common shares. Except as otherwise indicated, each
of the persons listed below has sole voting and investment power
over the shares beneficially owned.
<TABLE>
<CAPTION>
Name Number of Shares Percentage Owned
- -------------------------------------------------------------------
<S> <C> <C>
Peter L. Vosotas (1)(2) 770,902 32.4%
Dr. Ellis P. Hyman (3)(4) 62,750 2.6%
Stephen Bragin (5)(6) 29,236 1.2%
William G. Taylor (7)(8) 66,372 2.8%
Ralph T. Finkenbrink (9)(10) 22,668 1.0%
-------
All directors and
officers as a group
(5 persons) (11) 951,928 39.9%
=======
<FOOTNOTE>
(1) Mr. Vosotas' business address is 2454 McMullen Booth Road,
Building C #501B, Clearwater, Florida 33759-1343.
(2) Includes 16,667 shares under options exercisable within 60
days and does not include 33,333 shares under options which
are not exercisable within 60 days.
(3) Dr. Hyman's business address is 2700 East Bay Drive, Largo,
Florida 33771
(4) Includes 1,667 shares under options exercisable within 60
days and does not include 3,333 shares under options which
are not exercisable within 60 days.
(5) Mr. Bragin's business address is 17757 US Highway 19 North,
Suite 26, Clearwater, Florida 33764.
(6) Includes 1,667 shares under options exercisable within 60
days and does not include 3,333 shares under options which
are not exercisable within 60 days.
(7) Mr. Taylor's business address is P.O. Drawer 460, 104 East
Springs Street, Lancaster, South Carolina 29720.
(8) Includes 1,667 shares under options exercisable within 60
days and does not include 3,333 shares under options which
are not exercisable within 60 days.
(9) Mr. Finkenbrink's business address is 2454 McMullen Booth
Road, Building C #501B, Clearwater, Florida 33759-1343.
(10) Includes 10,000 shares under options exercisable within 60
days and does not include 20,000 shares under options which
are not exercisable within 60 days.
(11) Includes 31,668 shares under options exercisable within 60
days and does not include 63,332 shares under options which
are not exercisable within 60 days.
</TABLE>
<PAGE> 5
The directors have determined that all members of record as
of the close of business on June 22, 1999 (the "Record Date")
will be entitled to receive notice of and to vote at the Meeting.
Those members so desiring may be represented by proxy at the
Meeting. The Proxy, and the power of attorney or other authority,
if any, under which it is signed or a notarially certified copy
thereof, must be deposited either at the office of the Registrar
and Transfer Agent of the Company, Montreal Trust Company of
Canada, 510 Burrard Street, Vancouver, B.C., V6C 3B9 or at the
Head Office of the Company at Building C #501B, 2454 McMullen
Booth Road, Clearwater, FL 33759-1343 not less than 48 hours,
Saturdays and holidays excepted, prior to the time of the holding
of the Meeting or any adjournment thereof.
Votes cast by proxy or in person at the Meeting will be
tabulated by the inspector of elections appointed for the
Meeting, who will also determine whether a quorum is present for
the transaction of business. The Company's Articles provide that
a quorum is present if two or more members of the Company are
present in person (or represented by proxy) holding an aggregate
of at least 33 1/3% of the total issued and outstanding shares of
the Company as of the Record Date for the Meeting. Abstentions
will be counted as shares that are present and entitled to vote
for purposes of determining whether a quorum is present. Shares
held by nominees for beneficial owners will also be counted for
purpose of determining whether a quorum is present if the nominee
has the discretion to vote on at least one of the matters
presented, even though the nominee may not exercise discretionary
voting power with respect to other matters and even though voting
instructions have not been received from the beneficial owner (a
"broker non-vote"). Neither abstentions nor broker non-votes are
counted in determining whether a proposal has been approved.
If a quorum exists, directors are elected by a plurality of
the votes cast by the shares entitled to vote in the election.
The proposal set forth herein to approve the appointment of the
Company's auditors will be adopted if a majority of the total
votes present, or represented, and entitled to vote at the
Meeting vote in favor of such proposal.
Members are urged to indicate their votes in the spaces
provided on the Proxy. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the
directions given therein. Where no instructions are indicated,
signed Proxies will be voted FOR each proposal listed in the
Notice of the Meeting which are set forth more completely herein.
Returning your completed Proxy will not prevent you from voting
in person at the Meeting should you be present and wish to do so.
Advance Notice of the Meeting was published pursuant to
Section 111 of the Company Act at Vancouver, B.C. on May 31,
1999.
<PAGE> 6
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors recommends the following nominees for
election as directors and urges each shareholder to vote "FOR"
the nominees. Proxies in the accompanying form will be voted at
the Meeting, unless authority to do so is withheld, in favor of
the election as directors of the nominees named below.
The Company's Board of Directors consists of four members
divided into three classes, with the members of each class
serving three-year terms expiring at the third Annual General
Meeting of Members after their elections. Pursuant to the
Company's Articles, the term of a director appointed to fill a
vacancy expires at the next general meeting of members at which
directors are elected. Two directors are to be elected at the
Meeting to hold office for a term of one year expiring at the
2000 Annual General Meeting of Members, and until each of their
respective successors shall have been duly elected and qualified.
One of such nominees was appointed by the Company's Board of
Directors to fill the vacancy created by the resignation of
Joseph G. Bowes as a director on or about February 10, 1999. The
other of such nominees was appointed by the Company's Board of
Directors to fill the vacancy created by increasing the size of
the Board from three (3) to four (4) members. In addition,
another director was appointed by the Company's Board of
Directors to fill the vacancy created by the resignation of
Raymond Robert Cottrell as a director on or about February 10,
1999. This director is to be elected at the Meeting to hold
office for a term of three years expiring at the 2002 Annual
General Meeting of Members, and until his successor shall have
been duly elected and qualified. In the event any of such
nominees is unable to serve, the persons designated as proxies
will cast votes for such other person in their discretion as a
substitute nominee. The Board of Directors has no reason to
believe that the nominees named below will be unavailable, or if
elected, will decline to serve. All of the nominees are
residents of the United States.
<PAGE> 7
Certain information is set forth below for the nominees for
directors, as well as for the director whose term of office will
continue after the Meeting.
Principal Occupation
Name Age And Other Information
NOMINEES FOR DIRECTOR -TERM TO EXPIRE 2000
Dr. Ellis P. Hyman, D.D.S.,P.A. 60 Dr. Hyman has served as
a director of the Company
since February 10, 1999
and as a director of the
Company's two subsidiaries,
Nicholas Data Services,
Inc and Nicholas Financial,
Inc., since 1987 and 1990,
respectively. Dr. Hyman has
been in private dental
practice for many years.
William G. Taylor.............. 43 Mr. Taylor has served as a
director of the Company
since February 10, 1999 and
as a director of the
Company's two subsidiaries,
Nicholas Data Services, Inc
and Nicholas Financial,
Inc., since October, 1996.
He has served as President
of The Springs Company,
Lancaster, South Carolina,
for over five years.
NOMINEE FOR DIRECTOR -TERM TO EXPIRE 2002
Stephen Bragin................. 67 Mr. Bragin has served as a
director of the Company
since February 10, 1999 and
as a director of the
Company's two subsidiaries,
Nicholas Data Services,
Inc and Nicholas Financial,
Inc., since 1987 and 1990,
respectively. He has served
as Development Director of
the College of Fine Arts,
University of South
Florida, for over five
years.
DIRECTOR CONTINUING IN OFFICE -TERM TO EXPIRE 2001
Peter L. Vosotas.............. 57 Mr. Vosotas founded the
Company in 1986 and has
served as Chairman of the
Board, Chief Executive
Officer and President of
the Company and each of its
subsidiaries since
formation.
PROPOSAL 2: APPOINTMENT OF AUDITORS
The Board of Directors recommends the approval of the
appointment of Ernst & Young LLP as Auditors of the Company and
urges each member to vote "FOR" such proposal. Executed and
unmarked proxies in the accompanying form will be voted at the
Meeting in favor of such proposal.
The Board of Directors proposes the appointment of Ernst &
Young LLP, Certified Public Accountants, as Auditors of the
Company for the fiscal year ending March 31, 2000. Ernst & Young
LLP have been the Company's Auditors since September 13, 1994.
A representative of Ernst & Young LLP will be present at the
Meeting. Such representative will be available to respond to
appropriate questions and may make a statement if he or she so
desires.
<PAGE> 8
EXECUTIVE OFFICERS AND COMPENSATION
(Form 41, B.C. Securities Act and Regulations)
The Company has two (2) executive officers, Peter L.
Vosotas, Chairman of the Board, Chief Executive Officer and
President, and Ralph T. Finkenbrink, Vice-President-Finance. Mr.
Finkenbrink has served as Vice President-Finance of the Company
since 1992. For the Company's most recently completed financial
year, cash compensation of US $267,724 was paid to the executive
officers. There are no plans in effect pursuant to which cash or
non-cash compensation was paid or distributed to the executive
officers during the most recently completed financial year or is
proposed to be paid or distributed in a subsequent year.
The following table sets forth certain information
concerning compensation paid to or earned by each of the
Company's executive officers for the fiscal years ended March 31,
1999, 1998 and 1997:
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Name and Compensation All Other
Principal Fiscal Annual Compensation Shares under Compensation
Position Year Salary Bonus Other Option ($)
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PETER L. VOSOTAS 1999 $118,224 $60,000 Nil 50,000 Nil
Chairman of the
Board, Chief
Executive
Officer and
President
1998 $102,281 $ 7,500 Nil 33,332 Nil
333,333(1)
1997 $98,000 $12,500 Nil 33,332 Nil
333,333(1)
RALPH T.
FINKENBRINK 1999 $75,000 $14,500 Nil 30,000 Nil
Vice-President-
Finance
1998 $64,961 $ 2,500 N/A 24,999 N/A
1997 N/A N/A N/A N/A N/A
</TABLE>
(1) Represents a bonus warrant exercisable at US $5.07/share
until June 3, 1999 issued to Mr. Vosotas for guaranteeing
the Company's indebtedness to BankAmerica under a US
$35,000,000 line of credit. On June 3, 1999, this warrant
expired unexercised.
Note: All of the above named executive's salaries are expressed
in U.S. dollars and for fiscal 1999 exceeded $100,000 Cdn.
The Company has no other executive officers. Certain
columns may have been omitted because there was no
compensation awarded to, earned by or paid to any of the
named executives required to be reported in such columns in
the above table.
<PAGE> 9
The following table sets forth information with respect to
grants of stock options during the fiscal year ended March
31, 1999 to the executive officers of the Company:
<TABLE>
<CAPTION>
Option Grants During Fiscal 1999
Market
Value of
% of Total Securities
Options Underlying
Granted to Options on
Name of Employees Exercise Date of
Executive Option in Fiscal Price Grant Expiration
Officer Granted(1) 1999 ($/Share) ($/Share) Date
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter L.
Vosotas 50,000 19% $3.40 $3.25 June 9, 2003
Ralph T.
Finkenbrink 30,000 12% $3.40 $3.25 June 9, 2003
<FOOTNOTE>
(1) Options granted are exercisable by the named executive
officer to the extent of 33 1/3% of the shares subject to such
options each year beginning on the first anniversary of the
date of grant and expire on June 9, 2001.
</TABLE>
Aggregated Option Exercises in Fiscal 1999
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options at in-the-Money
Number of Fiscal Year Options at Fiscal
Name of Shares Aggregate End Year End (2)
Executive Acquired on Value Exercisable/ Exercisable/
Officer Exercise Realized(1) Unexercisable Unexercisable
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Peter L.
Vosotas Nil Nil 0/50,000 $0/$36,250
Ralph T.
Finkenbrink Nil Nil 0/30,000 $0/$21,750
<FOOTNOTE>
(1) The aggregate value realized as shown above is
calculated by the difference between the exercise price and
the market price at the time of exercise, and does not
necessarily mean the shares were sold.
(2) Potential value of the exercisable/unexercisable in the
money options was calculated by taking the difference between
the option exercise price and the market bid price of the
shares on March 31, 1999.
</TABLE>
<PAGE> 10
BOARD OF DIRECTORS
Director Compensation
Directors of the Company did not receive any cash
compensation (other than reimbursement of expenses) for service
as members of either the Board of Directors or committees thereof
during the fiscal year ended March 31, 1999. During the fiscal
year ending March 31, 2000, directors of the Company who are not
otherwise employed by the Company will receive $500 for each
meeting of the Board of Directors attended. During the fiscal
year ended March 31, 1999, each non-employee Director was granted
non-qualified stock options to purchase 5,000 shares at a price
of US $3.40 per share. These option grants become exercisable to
the extent of 33 1/3% of the shares subject to such options each
year beginning on the first anniversary of the date of grant and
expire on June 9, 2001.
General
The Board of Directors has established an Audit Committee
and a Stock Option Committee. The Audit Committee is comprised
of Messrs. Hyman, Bragin and Taylor and is responsible for
reviewing the independence, qualifications and activities of the
Company's independent certified public accountants and the
Company's financial policies, control procedures and accounting
staff. The Audit Committee recommends to the Board the
appointment of the independent certified public accountants and
reviews and approves the Company's financial statements. The
Audit Committee is also responsible for the review of
transactions between the Company and any Company officer,
director or entity in which a Company officer or director has a
material interest. The Stock Option Committee is also comprised
of Messrs. Hyman, Bragin and Taylor and is responsible for
administering the Company's stock option plans.
During the fiscal year ended March 31, 1999, the Board of
Directors held one meeting and the Audit Committee and the Stock
Option Committee each held one meeting. All directors attended
all meetings of the Board of Directors and all committees on
which they served during the fiscal year ended March 31, 1999.
The Board of Directors also took certain actions by unanimous
written consent in lieu of a meeting, as permitted by applicable
law.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's executive officers, directors and more
than 10% shareholders to file reports of their beneficial
ownership of the Company's Common shares and furnish copies of
such reports to the Company. The Company believes that its
insiders have complied with all Section 16(a) reporting
requirements. Mr. Vosotas filed two reports late covering an
aggregate of nine transactions. Each of Dr. Hyman, Mr. Bragin
and Mr. Taylor filed his Form 3 late. Mr. Finkenbrink filed two
reports late covering an aggregate of eleven transactions. Mr.
Bowes, a former director of the Company, filed two reports late
covering an aggregate of four transactions. Mr. Cottrell, a
former director of the Company, filed two reports late covering
an aggregate of four transactions.
<PAGE> 11
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No Director or executive officer of the Company, no proposed
nominee for election as a Director of the Company, and no
associate or affiliate of any of them, is or has been indebted to
the Company or its subsidiaries at any time since the beginning
of the Company's last completed financial year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 3, 1994, Peter L. Vosotas, Chairman of the Board,
Chief Executive Officer and President of the Company, was granted
a warrant to purchase 333,333 Common shares at a price of US
$5.07 per share. This bonus warrant was granted in exchange for
Mr. Vosotas' guarantee of the Company's indebtedness to
BankAmerica under its line of credit facility. On June 3, 1999,
the warrant expired unexercised.
In April 1996, Dr. Ellis Hyman, currently a Director of the
Company, agreed to subordinate $200,000 of debt at 12% interest
with semi-annual interest payments only. The entire principal
balance plus accrual interest is due on April 20, 2000. Dr.
Hyman has the option of converting the note into Common shares of
the Company at a price of $5.00 per share.
In January 1998, Dr. Ellis Hyman, currently a Director of
the Company, agreed to subordinate $150,000 of debt at 12%
interest with quarterly interest payments only. The entire
principal balance plus accrued interest is due January 26, 2000.
Dr. Hyman has the option of converting the note into Common
shares of the Company at a price of $8.25 per share.
In February 1998, Stephen Bragin, currently a Director of
the Company, agreed to subordinate $150,000 of debt at 12%
interest with semi-annual interest payments only. The entire
principal balance plus accrued interest is due on February 28,
2000. Mr. Bragin has the option of converting the note into
Common shares of the Company at a price of $5.00 per share.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director or executive officer of the Company, no nominee
for election as a director of the Company, no person who has been
a director or executive officer of the Company since the
commencement of the Company's last completed fiscal year and no
associate or affiliate of any of the foregoing has any material
interest, direct or indirect, by way of beneficial ownership or
securities or otherwise, in any matter to be acted upon at the
Meeting.
<PAGE> 12
MEMBER PROPOSALS
The deadline for submission of member proposals pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended
("Rule 14a-8"), for inclusion in the Company's proxy statement
for its 2000 Annual General Meeting of Members is March 3, 2000.
After May 17, 2000, notice to the Company of a member proposal
submitted other than pursuant to Rule 14a-8 will be considered
untimely, and the persons named in proxies solicited by the Board
of Directors of the Company for the 2000 Annual General Meeting
may exercise discretionary voting power with respect to any such
proposal.
OTHER MATTERS
MANAGEMENT KNOWS OF NO OTHER MATTERS TO COME BEFORE THE MEETING
OTHER THAN THOSE REFERRED TO IN THE NOTICE OF MEETING. HOWEVER,
SHOULD ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE
SHARES REPRESENTED BY THE PROXY SOLICITED HEREBY WILL, ON A POLL,
BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF
THE PERSONS VOTING THE SHARES REPRESENTED BY THE PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Peter L. Vosotas
- -------------------------
Chairman of the Board,
Chief Executive Officer and President
<PAGE> 13
NICHOLAS FINANCIAL, INC.
Building C #501B
2454 McMullen Booth Road
Clearwater, FL 33759-1343
(727) 726-0763
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
NICHOLAS FINANCIAL, INC.(the "Company")
PROXY FOR THE 1999 ANNUAL GENERAL MEETING OF
MEMBERS TO BE HELD ON WEDNESDAY, AUGUST 4, 1999.
The undersigned member of Nicholas Financial, Inc. (the
"Company") hereby appoints Peter L. Vosotas, Chairman of the
Board, Chief Executive Officer and President of the Company, or
failing him, Ralph T. Finkenbrink, Vice-President-Finance of the
Company, or, as nominee of the undersigned, to attend and act for
and on behalf of the undersigned at the 1999 Annual General
Meeting of Members of the Company to be held on August 4,
1999 and at any adjournment thereof and, on a poll, the shares
represented by this proxy are specifically directed to be
voted or to be withheld from voting as indicated below:
1. a. To elect as directors all the persons named in
1.(b) below:
In favour: Against: Withhold vote:
OR
b. To elect as a director:
Ellis P. Hyman In favour: Withhold Vote:
(to serve until 2000)
William Taylor In favour: Withhold Vote:
(to serve until 2000)
Stephen Bragin In favour: Withhold Vote:
(to serve until 2002)
2. To appoint Ernst & Young LLP, as Auditors of the Company for
the fiscal year ending March 31, 2000:
In favour: Against: Withhold vote:
<PAGE> 14
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR WITHHELD
FROM VOTING ON ANY BALLOT THAT MAY BE CALLED FOR IN ACCORDANCE
WITH THE INSTRUCTIONS GIVEN AND, IF A CHOICE IS SPECIFIED WITH
RESPECT TO ANY MATTER TO BE ACTED UPON, THE SHARES SHALL BE VOTED
OR WITHHELD FROM VOTING ACCORDINGLY. WHERE NO CHOICE IS OR WHERE
BOTH CHOICES ARE SPECIFIED IN RESPECT OF ANY MATTER TO BE ACTED
UPON, THE SHARES REPRESENTED HEREBY SHALL, ON ANY BALLOT THAT MAY
BE CALLED FOR, BE VOTED FOR THE ADOPTION OF ALL SUCH MATTERS.
THIS PROXY CONFERS UPON EACH PERSON NAMED HEREIN AS A NOMINEE
DISCRETIONARY AUTHORITY WITH RESPECT TO AMENDMENTS OR VARIATIONS
TO MATTERS IDENTIFIED IN THE NOTICE AND OTHER MATTERS WHICH MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned hereby acknowledges receipt of the Notice of the
1999 Annual General Meeting of Members and the accompanying Proxy
Statement and Information Circular dated June 29, 1999.
If this Form of Proxy is not dated by the member in the space
below, it is deemed to bear the date on which it is mailed by the
Company to the member.
The undersigned hereby revokes any proxy previously given in
respect of the Meeting.
DATED this _______ day of _____________________________, 1999.
Number of Shares Held:
______________________________ ______________________________
Name (Please Print)
______________________________
Address
______________________________
______________________________
Signature
<PAGE> 15
NOTES TO FORM OF PROXY
1. IF THE MEMBER DOES NOT WISH TO APPOINT ANY OF THE PERSONS
NAMED IN THIS FORM OF PROXY, HE SHOULD STRIKE OUT THEIR
NAMES AND INSERT IN THE BLANK SPACE THE NAME OF THE PERSON
HE WISHES TO ACT AS HIS PROXY. SUCH PERSON NEED NOT BE A
MEMBER OF THE COMPANY.
2. This Form of Proxy must be signed by the member or his
attorney authorized in writing or, if the member is a
corporation, under the hand of a duly authorized officer or
attorney of the corporation.
3. This Form of Proxy, and the power of attorney or other
authority, if any, under which it is signed, or a notarially
certified copy thereof, must be deposited either at the
office of the Registrar and Transfer Agent of the Company,
Montreal Trust Company of Canada, at 510 Burrard Street,
Vancouver, B.C., V6C 3B9, or at the Head Office of the
Company at Building C #501B, 2454 McMullen Booth Road,
Clearwater, FL 33759-1343 not less than 48 hours, Saturdays
and holidays excepted, prior to the time of the holding of
the Meeting or any adjournment thereof.
