SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the Company
[ ] Filed by a party other than the Company
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Wolf Industries Inc.
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(Name of Company as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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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WOLF INDUSTRIES INC.
PROXY STATEMENT
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held November 10, 2000
TO THE SHAREHOLDERS OF WOLF INDUSTRIES INC.
NOTICE HEREBY IS GIVEN that a Special Meeting of Shareholders of WOLF IDUSTRIES
INC., a Nevada corporation (the "Company"), will be held at Suite 404, 110
Cambie Street, Vancouver, British Columbia, on November 10, 2000, at 10:00 a.m.,
Pacific Standard Time, and at any and all adjournments thereof, for the purpose
of considering and acting upon the following Proposal:
Proposal No. 1. APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO
CHANGE THE NAME OF THE COMPANY TO "TRAVELPORT.COM INC."
This Special Meeting is called as provided for by Nevada law and the Company's
By-laws.
Only holders of the outstanding Common Stock of the Company of record at the
close of business on October 13, 2000 will be entitled to notice of and to vote
at the Meeting or at any adjournment or adjournments thereof.
All shareholders, whether or not they expect to attend the Special Meeting of
Shareholders in person, are urged to sign and date the enclosed Proxy and return
it promptly in the enclosed envelope or via facsimile to (303)466-4826. The
giving of a proxy will not affect your right to vote in person if you attend the
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
Peter Rook-Green
SECRETARY
<PAGE>
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 10, 2000
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
WOLF INDUSTRIES INC., a Nevada corporation (the "Company"), for use at the
Company's Special Meeting of Shareholders (the "Meeting") to be held at Suite
404, 110 Cambie Street, Vancouver, British Columbia, on the 10th day of
November, 2000 at 10:00 a.m. Pacific Standard Time, and at any adjournment
thereof. It is anticipated that this Proxy Statement and the accompanying Proxy
will be mailed to the Company's shareholders on or before October 20, 2000.
Any person signing and returning the enclosed Proxy may revoke it at any time
before it is voted by giving written notice of such revocation to the Company,
or by voting in person at the Meeting. The expense of soliciting proxies,
including the cost of preparing, assembling and mailing this proxy material to
shareholders, will be borne by the Company. It is anticipated that solicitations
of proxies for the Meeting will be made only by use of the mails; however, the
Company may use the services of its Directors, Officers and employees to solicit
proxies personally or by telephone without additional salary or compensation to
them. Brokerage houses, custodians, nominees and fiduciaries will be requested
to forward the proxy soliciting materials to the beneficial owners of the
Company's shares held of record by such persons, and the Company will reimburse
such persons for their reasonable out-of-pocket expenses incurred by them in
that connection.
All shares represented by valid proxies will be voted in accordance therewith at
the Meeting. Shares not voting as a result of a proxy marked to abstain will be
counted as part of total shares voting in order to determine whether or not a
quorum has been achieved at the Meeting. Shares registered in the name of a
broker-dealer or similar institution for beneficial owners to whom the
broker-dealer distributed notice of the Special Meeting and proxy information
and which such beneficial owners have not returned proxies or otherwise
instructed the broker-dealer as to voting of their shares, will be counted as
part of the total shares voting in order to determine whether or not a quorum
has been achieved at the Meeting. Abstaining proxies and broker-dealer non-votes
will not be counted as part of the vote on any business at the Meeting on which
the shareholder has abstained.
The Company's Annual Report to Shareholders for the fiscal year ended December
31, 1999, has been previously mailed or is being mailed simultaneously to the
Company's shareholders, but does not constitute part of these proxy soliciting
materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's Common
Stock with each common share entitled to one vote. Only shareholders of record
at the close of business on October 13, 2000 are entitled to notice of and to
vote at the Meeting or any adjournment thereof. On October 13, 2000 the Company
had 11,470,218 shares of its Common Stock outstanding, each of which is entitled
to one vote on all matters to be voted upon at the Meeting. No fractional shares
are presently outstanding. Ten percent of the Company's outstanding voting stock
represented in person or by proxy shall constitute a quorum at the Meeting. The
affirmative vote of a majority of the votes cast, providing a quorum is present,
is necessary to adopt the Proposal.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth (a) the persons known to the Company as
beneficially owning more than five percent (5%) of the outstanding shares of the
Company (11,470,218) adjusted for the 1,110,000 shares underlying outstanding
options held by the Company?s officers and directors, (b) number of shares of
the Company's Common Stock beneficially owned as of October 13, 2000, by
individual directors and executive officers and by all directors and executive
officers of the Company as a group.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
None
(b) SECURITY OWNERSHIP OF MANAGEMENT.
<TABLE>
<CAPTION>
Name and Address Number Percentage
of shares of class
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<S> <C> <C>
Patrick A. McGowan
211 - 1148 WEstwppd Street
Coquitlam, BC V3B 4S4 759,380 (1) 5.86%
Allen Schwabe
1730 Beach Grove Drive
Delta, BC V4L 1P3 200,000 (2) 1.5%
Peter Rook-Green
14920 - 83A Avenue
Burrey, BC V3S 7S2 30,000 (2) .002%
David Smith
Box 2329, 40770 Thunderbird Ridge
Squamish, BC V0N 3G0 300,000 (2) 2.3%
All officers and Directors as a Group (4) persons 1,489,380 11.5%
</TABLE>
(1) Includes options to purchase 580,000 shares.
(2) Consists entirely of options to purchase shares.
<PAGE>
PROPOSAL NO. 1. AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO "TRAVELPORT.COM INC."
The Board of Directors has approved an amendment to Article One of the Articles
of Incorporation as follows:
Article One: The name of the Corporation shall be Travelport.com Inc.
The Board of Directors recommends that the shareholders of the Company vote for
the Amendment to the Articles as Board believes the amended name better reflects
the Company business and industry.
NUMBER OF SHARES REQUIRED FOR APPROVAL OF PROPOSAL NO. 1
The affirmative vote of the holders of a majority of the shares represented at
the meeting and entitled to vote is required approve Proposal No. 1. This would
be 5,735,109 shares of 11,470,218 if all shares outstanding as of October 13,
2000 are represented at the meeting and 573,511 shares if only the minimum
quorum of ten percent of the outstanding shares (1,147,022) is present at the
meeting.
REQUEST FOR COPY OF FORM 10KSB
Shareholders may request a copy of the Form 10KSB by writing to the Company's
offices, Suite 205 - 16055 Fraser Highway, Surrey, B.C. V3S 2W9.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be presented at the Company's next Annual
Meeting of Shareholders, including nominations for election as directors must be
received at the offices of the Company, Suite 205 - 16055 Fraser Highway,
Surrey, B.C. V3S 2W9., no later than July 31, 2001.
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF WOLF INDUSTRIES INC.
The undersigned appoints Patrick McGowan (and Peter Rook-Green, if Mr. McGowan
is unable to serve), as the undersigned's lawful attorney and proxy, with full
power of substitution and appointment, to act for and in the stead of the
undersigned to attend and vote all of the undersigned's shares of the Common
Stock of Wolf Industries Inc., a Nevada corporation, at the Special Meeting of
Shareholders to be held at Suite 404, 110 Cambie Street, Vancouver, B.C., at
10:00 am. Pacific Standard Time, on November 10, 2000, and any and all
adjournments thereof, for the following purposes:
PROPOSAL NO. 1. AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO "TRAVELPORT.COM INC."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IF THE SHAREHOLDER DOES NOT INDICATE A PREFERENCE, MANAGEMENT INTENDS TO VOTE
FOR THE PROPOSAL.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE WITH
THE SHAREHOLDER'S SPECIFICATION ABOVE. THIS PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS FOR WHICH THE SHAREHOLDER HAS NOT INDICATED A
PREFERENCE OR IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
In the Shareholder's discretion the Proxy is authorized to vote on such other
business as may properly be brought before the meeting or any adjournment or
postponement thereof.
The undersigned revokes any proxies heretofore given by the undersigned and
acknowledges receipt of the Notice of Special Meeting of Shareholders and Proxy
Statement furnished herewith and the Annual Report to Shareholders previously
provided.
Dated: _______________, 2000 _____________________________
_____________________________
Signature(s) should agree with the name(s) hereon. Executors, administrators,
trustees, guardians and attorneys should indicate when signing. Attorneys should
submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WOLF INDUSTRIES
INC. PLEASE SIGN AND RETURN THIS PROXY TO DENNIS BROVARONE, ATTORNEY AT LAW,
EITHER BY FACSIMILE TO 303-466-4826 OR BY MAIL TO 18 MOUNTAIN LAUREL DRIVE,
LITTLETON, CO 80127. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.
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