STRATEGIC CAPITAL RESOURCES, INC.
2500 Military Trail North
Suite 260
Boca Raton, Florida 33431
(561) 995-0043
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
DECEMBER 1, 2000
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, 2000, at 9:00
a.m., at 2500 Military Trail North, Suite 260, 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 fiscal year ended June 30, 2001.
3. To transact any other business that may properly come before the meeting or
any adjournment thereof.
November 1, 2000 has been fixed as the record date of the shareholders
entitled to vote at the meeting or any adjournment 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 6, 2000
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, 2000
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, 2000 at 9:00 a.m. at 2500
Military Trail North, Suite 260, 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, 2000 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 22, 2000, there were 17,012,005 shares of common
stock issued and 15,566,725 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, 2000.
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 22, 2000, 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 (8 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.
(2) Wife of David Miller - sole voting power and ownership.
(3) Son of David Miller - sole voting power and ownership.
<TABLE>
EXECUTIVE COMPENSATION
The following table reflects all forms of compensation for services to the
Company for the fiscal years ended June 30, 2000, 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 2000 $291,098 $50,262 (1) $ 0 200,000 N/A $4,037
Chairman of the Board 1999 $259,400 $49,038 (1) $ 0 400,000 N/A $3,543
Director of the Company 1998 $247,500 $19,038 (1) $ 0 200,000 N/A $3,075
John Kushay 2000 $107,030 $16,362 (1) $ 0 100,000 N/A $1,067
Treasurer and Chief Financial 1999 $ 95,375 $14,500 (1) $ 0 200,000 N/A $3,057
Officer, Vice President, and 1998 $ 86,750 $ 3,490 (1) $ 0 100,000 N/A $1,300
Director of the Company
Richard K. LeBlond, III 2000 $ 81,635 $17,885 (1) $ 0 50,000 N/A $2,011
Senior Vice President 1999 $ 75,000 $ 3,000 (1) $ 0 200,000 N/A $1,750
1998 $ 5,769 $ -0- (1) $ 0 -0- N/A $ 87
</TABLE>
(1) Includes perquisites and other personal benefits unless the aggregate
amount is less than either $50,000 or 10% of the total of annual salary
and bonus reported for the named executive officer.
(2) The Company does not have a stock appreciation right ("SAR") program.
(3) Represents contributions made by the Company to the Company's 401(k)
plan.
The following table provides information with respect the value of Mr.
Miller's unexercised options at June 30, 2000.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-money Options
Options at Fiscal Year-end Exercise at Fiscal Year-end ($)(1)
Name (Exercisable) (Not exercisable) Price (Exercisable) (Unexercisable)
------------- ----------------- -------- ------------- ---------------
David Miller
100,000 - $.125 $ 7,500.00 -
200,000 - $.25 - -
200,000 - $.14 12,000.00 -
200,000 - $.20 - -
200,000 - $.42 - -
- 200,000 $.29 - -
The following table provides information with respect the value of Mr.
Kushay's unexercised options at June 30, 2000.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-money Options
Options at Fiscal Year-end Exercise at Fiscal Year-end ($)(1)
Name (Exercisable) (Not exercisable) Price (Exercisable) (Unexercisable>
------------- ----------------- -------- ------------- ---------------
John Kushay
50,000 - $.125 $ 3,750.00 -
100,000 - $.25 - -
100,000 - $.14 - -
100,000 - $.20 6,000.00 -
100,000 - $.42 - -
- 100,000 $.29 - -
The following table provides information with respect the value of Mr.
LeBlond's unexercised options at June 30, 2000.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-money Options
Options at Fiscal Year-end Exercise at Fiscal Year-end ($)(1)
Name (Exercisable) (Not exercisable) Price (Exercisable) (Unexercisable)
------------- ----------------- -------- ------------- ------------
Richard K. LeBlond
100,000 - $.20 - -
100,000 - $.42 - -
- 50,000 $.29 - -
(1) Based upon the difference between the exercise price of the option and the
closing price of $.20 per share of the Company's common stock as reported on
the OTCBB on June 30, 2000.
OPTION GRANTS AND EXERCISES IN LAST FISCAL YEAR
The following table provides information on options granted for the
fiscal year ended June 30, 2000 and subsequent to that date to officers and
directors of the Company. No options were exercised during that period.
Number of
Securities Percent of
Underlying Total Options Exercise
Options Granted to Price
Granted Employees Per Share Expiration
#(1) (%)(2) ($/sh)(3) Date
David Miller 200,000 14% $.29 11/30/2005
Samuel G. Weiss 100,000 7% $.29 11/30/2005
Joan E. Kushay 100,000 7% $.29 11/30/2005
John Kushay 100,000 7% $.29 11/30/2005
Richard K. LeBlond, III 50,000 7% $.29 11/30/2005
Ralph Wilson 50,000 3.5% $.29 11/30/2005
Kenneth MacKenzie 50,000 3.5% $.29 11/30/2005
John H. Roach, Jr. 50,000 3.5% $.29 11/30/2005
(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:
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 $112,220 for the year ended June
30, 2000, $108,663 for the year ended June 30, 1999, and $103,252 for the year
ended June 30, 1998. At June 30, 2000, 1999 and 1998, stockholder loans
outstanding were $1,141,920, $1,315,907, and $1,025,907 respectively.
The Company issued 1,146,000 warrants during the year ended June 30, 2000,
1,959,000 warrants during the year ended June 30, 1999 and 2,101,094 warrants
during the year ended June 30, 1998, 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 2000 Annual Meeting.
Certain information concerning the nominees is set forth below.
Director
Name Position Age Since
David Miller Chairman of the Board
Director 55 1997
Samuel G. Weiss(2) Secretary
and Director 51 1995
Joan E. Kushay(2) Assistant Secretary/
Vice President, and
Director 39 1995
John P. Kushay Vice President, Chief
Financial Officer,
Treasurer and Director 40 1996
Ralph Wilson(2)(1) Director 67 1995
Kenneth MacKenzie(1) Director 66 1996
John H. Roach, Jr.(1) 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 was 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.
Mr. Miller is currently Chairman of Priority Capital Corp. Mr. Miller devotes
substantially all of his time to the business of the Company.
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. Mr. Kushay devotes
substantially all of his time to the business of the Company.
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. Mr. LeBlond devotes
substantially all of his time to the business of the Company.
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.
Ms. Kushay devotes substantially all of her time to the business of the
Company.
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. was elected a Director of the Company in December 1998.
He is a Senior Client Advisor for The Chase Global Private Bank. Prior
thereto he was Senior Managing Director for Reliance National from 1998
to 2000, 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 2000, 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 2000 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 2000, the Board of Directors had the following committees:
The Audit Committee is composed of John H. Roach, Jr., 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 2000, 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 2000 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, 2001. 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, 2000 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 6, 2000.
