PRELIMINARY PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TREASURY INTERNATIONAL, INC.
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(Name of Registrant as Specified in Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
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[_] 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:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY PROXY STATEMENT
To our Stockholders:
I am pleased to report to you that, subject to your approval, your Board
of Directors has approved an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of Company common stock
in order to provide sufficient additional shares for the issuance of all options
and other outstanding convertible securities of Treasury International, Inc.
The Board of Directors unanimously recommends that stockholders approve
the proposed amendment, which is more fully described in the accompanying
materials. Toward that end, the Board asks that you complete, sign and return
the enclosed consent form by July 20, 1998.
Your consent is important, since approval of the amendment requires the
execution of written consents of behalf of the holders of a majority of the
outstanding shares of common stock. As a result, if you do not return a properly
completed and signed consent, you will effectively be voting against the
amendment.
The consent that the Board of Directors is soliciting will allow the
Company to proceed with the proposed amendment of the Certificate of
Incorporation without the necessity of convening a special meeting of
stockholders. We anticipate that the amendment will be completed immediately
after your approval, as further described in the enclosed document.
Please take a moment to review the materials and to complete, sign and
return your consent.
Very truly yours,
James Hal
Chairman of the Board, President
and Chief Executive Officer
June __, 1998
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<PAGE>
PRELIMINARY PROXY STATEMENT
CONSENT SOLICITATION
This consent solicitation contains important information relating to a
proposed amendment to the Certificate of Incorporation of Treasury
International, Inc. to increase its authorized common stock from 50,000,000 to
100,000,000 shares. The Board of Directors is recommending approval of the
amendment to permit the issuance of the Company's common stock upon the exercise
of all outstanding options and the conversion of the Company's debentures into
common stock.
The following pages include information on:
o the proposed amendment to the Certificate of Incorporation
(questions 1 to 3);
o procedures for the consent solicitation (questions 4 to
10); and
o current stock ownership and other matters relating to the Company (questions
11 and 12).
This consent solicitation was first mailed to stockholders on or about
July 10, 1998. Stockholders are requested to return their consent forms by July
20, 1998.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
1. WHAT IS THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION?
The Company's Certificate of Incorporation currently authorizes the
issuance of 50,000,000 shares of common stock, par value $0.0001 per share. The
proposed amendment will increase the total number of authorized shares of common
stock to 100,000,000 shares.
The amendment will modify the first paragraph of Article FOURTH of the
Certificate of Incorporation to read as follows:
The total number of shares of stock which the Corporation shall have
authority to issue is 100,000,000 shares of common stock, par value
$0.0001 per share ("Common Stock").
Each of the newly authorized shares of common stock will have the same
rights and privileges as currently authorized common stock. The new shares, like
the currently authorized shares, will not have preemptive rights. The amendment
will not change the par value of the common stock.
<PAGE>
2. WHY IS THE AMENDMENT NECESSARY?
An increase in the amount of common stock authorized by the Certificate of
Incorporation is necessary to permit the Company to issue shares of common stock
upon the exercise of all outstanding options to purchase common stock and upon
conversion of the Company's outstanding debentures into common stock, since the
Company does not currently have enough authorized but unissued shares to
accomplish this. As of July 15, 1998, a total of 40,536,927 shares of common
stock had been issued, leaving a total of 9,463,073 authorized shares available
for future issuance. There are currently options to purchase 12,597,500 shares
of common stock outstanding and the Company's debentures are convertible in
33,670,000 shares of common stock based upon the current market price of $.12
per share. Accordingly, since the exercise of all options and the conversion of
all debentures would result in the Company having 86,804,427 outstanding shares,
additional authorization is needed.
The Board of Directors has determined that the number of authorized shares
of common stock should be increased from 50,000,000 to 100,000,000. This will
ensure that the Company continues to have available for future issuance
sufficient authorized but unissued shares of capital stock to meet its future
financing needs.
3. HOW WILL THE ADDITIONAL AUTHORIZED COMMON STOCK BE USED?
Assuming the exercise of all outstanding options and the conversion of all
outstanding debentures into common stock, the Company will have approximately
6,804,427 shares of common stock outstanding, leaving approximately 13,195,573
shares available for future issuance for valid corporate purposes such as
acquisitions, financings, incentive compensation and further stock dividends.
The newly authorized common stock will be available for issuance without further
action by stockholders except as required by law or stock exchange requirements.
Current stockholders do not have preemptive rights, which means they do not have
the right to purchase any new issuance of common stock in order to maintain
their proportionate interests in the Company.
The Company has no current plan or commitment to issue shares of stock for
purposes other than those discussed above. The additional authorized shares
could be used to discourage persons from attempting to gain control of the
Company, by diluting the voting power of shares then outstanding or increasing
the voting power of persons who would support the Board in opposing a takeover
bid or a solicitation in opposition to management. The Company is not currently
aware of any effort to obtain control of the Company, and has no plans to use
the new shares for purposes of discouraging any such effort.
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<PAGE>
THE CONSENT SOLICITATION
4. WHO IS BEING ASKED TO APPROVE THE AMENDMENT?
Only stockholders of record at the close of business on June 26, 1998 are
entitled to execute and deliver consents with respect to the proposed amendment.
On that date, there were 40,536,927 shares of Company common stock outstanding
and entitled to consent with respect to the amendment. Each share is entitled to
one consent.
5. WHAT LEVEL OF APPROVAL IS REQUIRED FOR THE AMENDMENT?
Approval of the amendment will require the execution and delivery to the
Company of written consents on behalf of the holders of an absolute majority of
the issued and outstanding shares of the Company's common stock.
6. HOW DO I CONSENT TO THE AMENDMENT?
You may consent to the proposed amendment with respect to your shares by
completing and signing the enclosed consent form and returning it to the Company
on or before the final consent date (as described under question 7 below).
If your shares are held in "street name," your broker or nominee may
authorize consent on your behalf if you do not direct your broker or nominee not
to do so.
IMPORTANT NOTE: Failing to return your consent or abstaining from the vote
has the same impact as disapproving the amendment, since approval of the
amendment requires written consent on behalf of the holders of an absolute
majority of the common stock outstanding and entitled to vote, rather than
simply a majority of those who actually execute and deliver consents.
7. WHAT IS THE DEADLINE FOR DELIVERING MY CONSENT?
The Board of Directors has set July 20, 1998 as the targeted final date
for receipt of consents. If the Company has received consents on behalf of the
holders of a majority of the Company's common stock by that date, the consent
solicitation will expire, and the Company will proceed with the amendment of the
Certificate of Incorporation.
The Board of Directors has reserved the right to extend the final date for
receipt of consents beyond July 20, 1998 in the event that the requisite
majority approval has not been obtained by that date. Any such extension may be
made without notice to individual stockholders.
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<PAGE>
8. IS MY CONSENT IRREVOCABLE?
No. Even after you have submitted your consent form, you may file with the
Secretary of the Company a notice of revocation or a subsequently dated consent
form at any time before the final consent date.
9. WHAT IS THE RECOMMENDATION OF THE BOARD OF DIRECTORS?
The Board of Directors has unanimously approved the amendment of the
Certificate of Incorporation and believes that the amendment is in the best
interest of the Company and its stockholders. Accordingly, the Board unanimously
recommends that stockholders consent to the amendment.
10. HOW ARE THE COSTS OF THIS SOLICITATION BEING BORNE?
The expenses of preparing, printing and mailing these consent solicitation
materials are being borne by the Company. The Company will, upon request,
reimburse brokerage firms and others for their reasonable expenses in forwarding
solicitation materials to the beneficial owners of stock.
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<PAGE>
ADDITIONAL INFORMATION
11. STOCK OWNERSHIP
The following table gives information about the ownership of Company
common stock as of June 26, 1998 by the directors, the chief executive officer,
the four most highly compensated other executive officers, each person known to
own more than 5% of the Company's common stock and the executive officers and
directors as a group.
Name and Address Beneficial Current Percent of
Ownership of Common Class (1)
Stock
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James Hal 10,000,006 24.69%
1183 Finch Avenue West
North York,
Ontario, Canada
M3J 2G2
Howard Halpern 6,000,000 14.80%
160 Theodore Place
Thorn Hill, Ontario
Canada L4J 8E3
Halpern Family Trust 4,000,006 9.87%
650 Briar Hill Avenue
Suite 301
Toronto, Ontario
Canada M5N 1N3
Mark Halioua (2) 20,700 *
147 Beverly Glen Blvd.
Thornhill, Ontario
Canada L4J 4Y2
Robert Abourmad (3) 20,300 *
87 Bayhampton Crescent
Thornhill, Ontario
Canada L4J 4Y2
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All directors, 23,041,012 76.8%
executive officers
and 5% owners, as a
group:
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* Less than one percent.
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<PAGE>
(1) Computed on the basis of 40,536,927 shares of Common Stock and, with
respect to those persons holding options to purchase Common Stock
exerciseable within 60 days, the number of shares of Common Stock that are
issuable upon the exercise thereof.
(2) Includes options to purchase 20,000 shares of Common Stock exerciseable
within 60 days and 300 shares of Common Stock owned by his wife.
(3) Includes options to purchase 20,000 shares of Common Stock exerciseable
within 60 days.
12. HOW CAN I OBTAIN MORE INFORMATION ABOUT THE COMPANY?
The Company files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. You may read
and copy any reports, statements or other information filed by the Company at
the SEC's public reference rooms in Washington, D.C., New York City, and
Chicago, Illinois. The Company's SEC filings are also available from commercial
document retrieval services or on the SEC's web site at http://www.sec.gov. You
may also request a copy of the Company's financial reports filed with the SEC by
contacting the Company's Corporate Secretary, c/o Treasury International, Inc.,
1183 Finch Avenue West, North York, Ontario, Canada, M3J2G2.
By order of the Board of Directors,
Marie Halpern
Corporate Secretary
July __, 1998
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<PAGE>
PRELIMINARY PROXY STATEMENT
CONSENT CARD
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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TO VOTE: Check the appropriate box below in blue or black ink. Mark, sign and
date this consent card and return it in the postage-paid envelope we have
provided to Treasury International, Inc., 1183 Finch Avenue West, North York,
Ontario, Canada M3J2G2.
IMPORTANT NOTE: You must sign, date and return the Consent
Card in the enclosed envelope.
The Board of Directors unanimously recommends giving consent to this amendment.
Thank you for voting.
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The undersigned hereby takes the following action with respect to all of
the shares of common stock of TREASURY INTERNATIONAL, INC. that the undersigned
is entitled to vote:
CONSENTS DOES NOT ABSTAINS
CONSENT
To the amendment of the
[_] [_] [_] Certificate of Incorporation
of Treasury International,
Inc. to increase the
authorized number of common
stock to 100,000,000 shares.
Marking the box "CONSENTS" constitutes your written consent to the amendment.
However, if no box is marked, your signature below will evidence your written
consent to the amendment as recommended by the Board of Directors.
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Signature:_____________________ Date:___________
Signature:_____________________ Date:___________
IMPORTANT NOTE: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give
full title as such.
