SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
STRATEGIC CAPITAL RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)
STRATEGIC CAPITAL RESOURCES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-(6)(i)(3).
[ ] 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 of 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.
[x] 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 off setting fee was paid
previously. Identify the previous filings by registrations statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
$0
2) Form, Schedule or Registration Statement No.:
SEC File No. 333-1842
3) Filing Party:
Strategic Capital Resources, Inc.
4) Date Filed:
September 27, 1999
STRATEGIC CAPITAL RESOURCES, INC.
2500 Military Trial North
Suite 260
Boca Raton, Florida 33431
(561) 995-0043
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
DECEMBER 1, 1999
To the Shareholders of
Strategic Capital Resources, Inc.
Please take notice that the Annual Meeting of Shareholders of
Strategic Capital Resources, Inc. will be held on December 1, 1999, at 9:00
a.m., at The Sheraton Hotel, 2000 NW 19th Street, Boca Raton, Florida 33431,
to consider and vote on the following matters:
1. To elect a board of seven directors who will serve until the next annual
meeting of shareholders following their election or until their successors are
elected and qualified.
2. To approve the appointment of Horton & Company, LLC. as the Corporation's
independent auditors for the current fiscal year ended June 30, 2000.
3. To transact any other business that may properly come before the meeting or
any adjournment thereof.
November 1, 1999 has been fixed as the record date of the shareholders
entitled to vote at the meeting and only holders of shares of Common Stock of
record at the close of business on that day will be entitled to vote. The
stock transfer books will not be closed.
All shareholders are cordially invited to attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
David Miller, Chairman of the Board
Boca Raton, Florida
November 5, 1999
STRATEGIC CAPITAL RESOURCES, INC.
2500 Military Trial North
Suite 260
Boca Raton, Florida 33431
(561) 995-0043
INFORMATION STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
DECEMBER 1, 1999
Introduction
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE BEING
REQUESTED NOT TO SEND US A PROXY.
This Information Statement is furnished by the Board of Directors of Strategic
Capital Resources, Inc. (the "Company") for its Annual Meeting of
Shareholders to be held on Tuesday, December 1, 1999 at 9:00 a.m. at The
Sheraton Hotel, 2000 NW 19th Street, Boca Raton, Florida 33431, and at any
adjournment thereof.
The Board of Directors of the Company has fixed the close of business
on November 1, 1999 as the record date for determining the holders of
outstanding shares of common stock entitled to notice of, and to vote at, the
Annual Meeting. On September 10, 1999, there were 17,012,005 shares of common
stock issued and 15,903,870 shares of common stock outstanding. Each share of
common stock is entitled to one vote at the meeting. The Notice of Annual
Meeting and this Information Statement are first being mailed to shareholders
of the Company on or about November 5, 1999.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership of the
Company's common stock as of September 10, 1999, by (i) each person known to
the Company to own beneficially more than 5% of its common stock, (ii) each
director and nominee for director of the Company, (iii) each officer named in
the executive compensation table of this information statement, and (iv) all
directors and officers as a group. Unless otherwise indicated, each person in
the table has sole voting and investment power as to the shares shown.
Amount and Nature
of Beneficial Percent
Name and Address of Beneficial Owner Ownership(1) of Class
Directors and Officers
David Miller 6,184,368* 36.4%
3565 NW 61st Circle
Boca Raton, FL 33496
Samuel G. Weiss 154,165 0.9%
30 Main Street
Port Washington, NY 11050
Ralph Wilson 157,500 0.9%
7 Ensign Lane
Massapequa, NY 11758
Joan Kushay 154,200 0.9%
618 Cypress Green Circle
Wellington, FL 33414
All Officers and Directors
as a group (9 persons) 6,650,233 39.10%
*Includes 1,050,00 of shares owned by Lite 'N Low, Inc. and 1,050,000 of
shares owned by Priority Capital Corp.
Other 5% Shareholders
Libo Fineberg Trustee (1) 1,250,000 7.3%
Helen Miller Irrevocable Trust
3500 Gateway Drive
Pompano Beach, FL 33069
Rita Miller (2) 1,333,500 7.8%
3565 NW 61st Circle
Boca Raton, FL 33496
Scott Miller (3) 1,333,500 7.8%
3565 NW 61st Circle
Boca Raton, FL 33496
(1) David Miller direct beneficiary. No voting power. David Miller disclaims
any beneficial ownership.
(2) Wife of David Miller - sole voting power and ownership. David Miller
disclaims any beneficial ownership.
(3) Son of David Miller - sole voting power and ownership. David Miller
disclaims any beneficial ownership.
<TABLE>
EXECUTIVE COMPENSATION
The following table reflects all forms of compensation for services to the
Company for the fiscal years ended June 30, 1999, 1998 and 1997 of the Chief
Executive Officer of the Company and for such other officers of the Company
who received compensation in excess of $100,000 during the applicable year.
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
-------------------------- ------------------- ----------------
Securities
Other Under- All
Annual Restricted lying Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Position Year Salary Bonus sation Award(s) SARs(2) Payouts sation(3)
- ----------------------------- ---- -------- ------- ------ ---------- ------- ------- ------
David Miller 1999 $259,400 $49,038 (1) $ 0 400,000 N/A $3,543
Chairman of the Board 1998 $247,500 $19,038 (1) $ 0 200,000 N/A $3,075
1997 $ 0 $ 0 (1) $ 0 300,000 N/A $1,380
John Kushay 1999 $ 95,375 $14,500 (1) $ 0 200,000 N/A $3,057
Treasurer and Chief Financial 1998 $ 86,750 $ 3,490 (1) $ 0 100,000 N/A $1,300
Officer, Vice President, and 1997 $ 76,441 $ 1,442 (1) $ 0 150,000 N/A -
Director of the Company
</TABLE>
(1) Includes perquisites and other personal benefits unless the aggregate
amount is less than either $50,000 or 10% of the total of annual salary
and bonus reported for the named executive officer.
(2) The Company does not have a stock appreciation right ("SAR") program.
(3) Represents contributions made by the Company to the Company's 401(k)
plan.
The following table provides information with respect the value of Mr.
Miller's unexercised options at June 30, 1999.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-money Options
Options at Fiscal Year-end Exercise at Fiscal Year-end ($)(1)
Name (Exercisable) (Not exercisable) Price (Exercisable) (Unexercisable)
------------- ----------------- -------- ------------- ---------------
David Miller
100,000 - $.125 $12,500.00 -
200,000 - $.25 50,000.00 -
200,000 - $.14 28,000.00 -
200,000 - $.20 40,000.00 -
- 200,000 $.42 - 84,000.00
The following table provides information with respect the value of Mr.
Kushay's unexercised options at June 30, 1999.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-money Options
Options at Fiscal Year-end Exercise at Fiscal Year-end ($)(1)
Name (Exercisable) (Not exercisable) Price (Exercisable) (Unexercisable)
------------- ----------------- -------- ------------- ---------------
John Kushay
50,000 - $.125 $ 6,250.00 -
100,000 - $.25 25,000.00 -
100,000 - $.14 14,000.00 -
100,000 - $.20 20,000.00 -
- 100,000 $.42 - 42,000.00
(1) The bid price of the Company's common stock on June 30, 1999 on OTCBB was
$.45.
OPTION GRANTS AND EXERCISES IN LAST FISCAL YEAR
The following table provides information on options granted for the
fiscal year ended June 30, 1999 and subsequent to that date to officers and
directors of the Company. No options were exercised during that period.
Number of
Securities Percent of
Underlying Total Options Exercise
Options Granted to Price
Granted Employees Per Share Expiration
#(1) (%)(2) ($/sh)(3) Date
David Miller 200,000 14% $.20 8/14/2003
200,000 14% $.42 12/10/2003
Samuel G. Weiss 100,000 7% $.20 8/14/2003
100,000 7% $.42 12/10/2003
Joan E. Kushay 100,000 7% $.20 8/14/2003
100,000 7% $.42 12/10/2003
John Kushay 100,000 7% $.20 8/14/2003
100,000 7% $.42 12/10/2003
Richard K. LeBlond, III 100,000 7% $.20 8/14/2003
100,000 7% $.42 12/10/2003
Ralph Wilson 50,000 3.5% $.20 8/14/2003
50,000 3.5% $.42 12/10/2003
Kenneth MacKenzie 50,000 3.5% $.20 8/14/2003
50,000 3.5% $.42 12/10/2003
John H. Roach, Jr. 50,000 3.5% $.42 12/10/2003
(1) Such options become exercisable after thirteen (13) months for a five-year
period from the date of grant.
(2) The Company granted options representing 1,450,000 shares to employees
from July 1, 1998 to date.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During July 1996, the Company entered into an indemnity agreement with a
significant shareholder, which induced JJFN not to sell its shares in Antares.
The shareholder agreed that if JJFN, in the future, sold any shares at a
price less than the market value of the shares at their date of acquisition
($2.50 per share), the shareholder would contribute additional shares of
Antares common stock, or other property, having a fair market value equal to
such difference.
During September 1996, JJFN sold 485,000 shares of Antares, which were
acquired at a cost of $1,212,500, for $218,250, and in October 1996 sold
100,000 shares of Antares, which were acquired at a cost of $250,000, for
$21,000. Since the shareholder agreed to indemnify JJFN if the marketable
securities were sold at less than cost, no loss was recorded on the sale. The
deficiency of $1,223,250 was satisfied by offsetting $1,223,250 of loans due
to the shareholder.
The transaction is summarized as follows:
Original cost $1,462,500
Sale price (239,250)
-----------
Deficiency satisfied by offsetting loans due to shareholder $1,223,250
===========
Notes Payable - Stockholders
Stockholder loans payable arose from advances various stockholders have made
to the Company. The notes are payable on demand and accrue interest at 9%.
Interest on stockholder notes payable totaled $108,663 for the year ended June
30, 1999, $103,252 for the year ended June 30, 1998, and $33,815 for the year
ended June 30, 1997. At June 30, 1999, 1998 and 1997, stockholder loans
outstanding were $1,315,907, $1,025,907 and $1,025,907 respectively.
The Company issued 2,101,094 warrants during the year ended June 30, 1998 and
1,026,000 warrants during the year ended June 30, 1997, to stockholders who
had made loans to the Company. The warrants are exercisable at the fair value
of the stock on the date the warrant was issued.
PROPOSAL 1: ELECTION OF DIRECTORS
At the meeting, seven directors are to be elected, each director to
hold office until the next annual meeting of shareholders or until their
successor is elected and qualified. The person's names in the accompanying
information statement have been designated by the Board of Directors and
unless authority is withheld, they intend to vote for the election of the
nominees named below to the Board of Directors. Although the Board of
Directors does not contemplate that any of the nominees will become
unavailable for election, if such situation arises prior to the Annual
Meeting, the persons named in the enclosed information statement will note
for the election of such other person(s) as may be nominated by the Board of
Directors or the Board may be reduced accordingly
Nominees for Election at the 1999 Annual Meeting.
Certain information concerning the nominees is set forth below.
Director
Name Position Age Since
David Miller Chairman of the Board
Director 54 1997
Samuel G. Weiss(2) Secretary
and Director 50 1995
Joan E. Kushay(2) Assistant Secretary/
Vice President, and
Director 38 1995
John P. Kushay(1) Vice President, Chief
Financial Officer,
Treasurer and Director 39 1996
Ralph Wilson(2)(1) Director 67 1995
Kenneth MacKenzie(1) Director 65 1996
John H. Roach, Jr. Director 57 1998
(1) Member of the Audit Committee
(2) Member of the Compensation and Incentive Committee.
David Miller was appointed Chairman of the Board on July 29, 1997. Prior to
that time, Mr. Miller had been engaged as a Strategic Consultant to the
Company since its organization. Prior to his consulting engagement, Mr.
Miller has been a strategic consultant to several companies, including Antares
Resources Corporation, since 1992, and Priority Capital Corporation since
1993. Since 1994, Mr. Miller has served as Chairman of the Board of Lite 'N
Low, Inc., a holding company no longer actively engaged in business.
John P. Kushay was appointed Treasurer and Chief Financial Officer in June
1996. Mr. Kushay was elected a Director of the Company in June 1996. In May
1997, Mr. Kushay was appointed Vice President. Prior to joining the Company,
Mr. Kushay had been Controller of International Operations at Xpedite
Systems, Inc. from February 1994 through March 1996. From May 1990 to
February 1994, he was controller at Tamco Systems, Inc.
Richard K. LeBlond, III, was appointed Senior Vice President in June 1998.
Prior to joining the Company Mr. LeBlond was the Vice President for Strategy
and Business Development at the Avon Group, Inc., an insurance brokerage
concern, where he concentrated on credit related surety products, since
February 1997. From January 1990 to January 1997, Mr. LeBlond was a
self-employed sales, marketing and business development consultant,
specializing in media and communications business concerns. His services
included strategic business plan development, identification of business
prospects and sales strategy development.
Joan E. Kushay, Assistant Secretary and Director, has held these positions
since the Company's organization. From June 1994 to November 1995, she was
employed as an executive assistant at XYZ Cleaning Contractors in Garden
City, New York. From February, 1994 through June, 1994, Ms. Kushay was
employed by Arrow Electronics Inc. of Melville, New York in shareholder and
investor relations and, from July 1988 to January, 1994 by Action Staffing
Inc. a publicly held corporation located in Tampa, Florida, as Executive
Assistant to the Chairman. Ms. Kushay was also Assistant Secretary and
Director of Antares Resources Corporation from December 1994 to December 1996.
Samuel G. Weiss, Secretary and Director, has been an executive officer of the
Company since its organization. Effective May 1997, Mr. Weiss was elected
interim President and served in that capacity until January 1, 1999. Since
1974, Mr. Weiss has been engaged in the practice of law in the State of New
York. Mr. Weiss also served as Secretary, General Counsel, and Director of
Antares Resources Corporation from June 1993 to December 1996. Mr. Weiss
devotes only such time as is necessary to the business of the Company.
Ralph Wilson, Director, has held that position since the Company's
organization. From October 1990, through February 1995, Mr. Wilson was
President of Antares Resources Corporation and served as a director of the
Company from December 1994, to December 1996. In addition, since 1971 Mr.
Wilson has been a principal officer of Comet Electronics Corp., a privately
owned manufacturer of subassemblies in Farmingdale, New York. Mr. Wilson
devotes only such time as is necessary to the business of the Company.
Kenneth MacKenzie, was elected a Director of the Company in November 1996.
From 1985 to 1996, Mr. MacKenzie served as co-executive director of The
Institute of Business Appraisers, Inc. and President of Southeast Business
Investment Corp. of Boynton Beach, Florida. In January 1997, Mr. MacKenzie
found Southeast Business Appraisal Corporation, which specializes in
appraisals and valuations of businesses. Mr. MacKenize devotes only such
time as is necessary to the business of the Company.
John H. Roach, Jr. has been the Senior Managing Director for Reliance National
from March, 1998 to present, Senior Managing Director, Client Management and
Marketing for American International Group, AIG Risk Finance from 1995 to
1997, Vice Chairman and Senior Managing Director for Geneva Companies: Geneva
Financial Corporation from 1992 to 1995, Managing Director; Head of Corporate
Finance Client Management and Loan Products for Chemical Bank from 1964 to
1992.
Board and Committee Activity; Structure and Compensation
The Company's operations are managed under the board supervision of
the Board of Directors, which has the ultimate responsibility for the
establishment and implementation the Company's general operating philosophy,
objectives, goals and policies.
During fiscal 1999, the Board of Directors had one meeting. The
directors attended all of the meetings of the Board of Directors and meetings
of each of the Committees on which they served.
The Company has established a policy that a portion of the
non-employee directors remuneration should be paid by granting non-qualified
stock options in accordance with the Company's Amended and Restated 1998
Equity Incentive Plan, subject to ratification of stockholder approval of
certain amendments to such Plan. In fiscal 1999 each director who is not an
employee was paid a fee of $750.00. All out of pocket expenses were
reimbursed. Each non employee director have been granted stock options
representing 50,000 shares of the Company's Common Stock.
During fiscal 1999, the Board of Directors had the following committees:
The Audit Committee is composed of John Kushay, Kenneth MacKenzie and
Ralph Wilson. The function of the Audit Committee is to review the Company's
internal controls; it's financial reporting and the scope and results of the
audit engagement. It meets with appropriate Company financial personnel and
independent public accountants in connection with these reviews. The
Committee also recommends to the Board the appointment of the independent
public accountants, who have access to the Committee at any time. In fiscal
1999, one Audit Committee meeting was held.
The Compensation and Incentive Committee is composed of Ralph Wilson,
Samuel G. Weiss and Joan Kushay. The function of this Committee is to
establish the amount and form of compensation awarded to Executive Officers,
including salary, bonuses and stock option awards of the Company and to
administer the Company's Equity Incentive Plan. In fiscal 1999 one Committee
meeting was held.
The Board of Directors does not have a nominating committee.
PROPOSAL 2: APPOINTMENT OF HORTON & COMPANY, LLC AS THE
COMPANY'S INDEPENDENT AUDITOR
The Board of Directors has recommended the appointment of Horton &
Company, LLC. as independent auditors for the Company for the fiscal year
ending June 30, 2000. Horton & Company, LLC acted in the same capacity in
the prior fiscal year.
A representative of the accounting firm is expected to be present at
the Annual Meeting of Shareholders. If a representative is present, they
will have an opportunity to make a statement and will be available to respond
to appropriate questions.
Other Matters
The Company knows of no other business to be presented at the meeting.
The Annual Report to Shareholders for the fiscal year ended June 30, 1999 is
included with this Information Statement and is being provided to each
shareholder entitled to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
David Miller, Chairman of the Board
Dated: November 5, 1999.
