UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[ ] 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. ss 240.14a-12
Floridino's International Holdings, 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: ________
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 (set forth the amount on which the
filing fee is calculated and state how it was determined)
4) Proposed maximum aggregate value of transaction: _______________________
5) Total fee paid: ________________________________________________________
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[ ] Fee previously paid with preliminary materials:
[ ]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:____________________________________________________________
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Floridino's International Holdings, Inc.
3560 Cypress Gardens Road
Winter Haven, FL 33884
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2000 Annual Meeting of Shareholders of Floridino's International
Holdings, Inc., a Nevada corporation (the "Company"), will be held on Friday,
July 21, 2000 at 8:00 A.M., local time, at 3560 Cypress Gardens Road, Winter
Haven, Florida 33884, for the following purposes:
1. To elect six (6) directors to serve until the next annual meeting of
shareholders or until their successors are elected and qualified;
2. To ratify the selection by the Board of Directors of Bercovitz &
Company, P.A. as independent auditors of the Company for the year ended
December 31, 2000.
3. To consider and act upon any other matters that may properly come
before the meeting or any adjournment thereof.
Only holders of record of the common stock of the Company at the close
of business on June 15, 2000 will be entitled to receive notice of and to vote
at the meeting.
Whether or not you plan to attend the meeting in person, you are
requested to complete and return the enclosed proxy in the accompanying
envelope. If you later decide to revoke your proxy, you may do so at any time
before it is exercised.
By Order of the Board of Directors
/s/ Nick Pirgousis
------------------
Nick Pirgousis, Chairman of the Board
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Floridino's International Holdings, Inc.
3560 Cypress Gardens Road
Winter Haven, FL 33884
Proxy Statement
This Proxy Statement is furnished pursuant to and in connection with
the solicitation of the enclosed proxy by the Board of Directors of Floridino's
International Holdings, Inc. (the "Company") for use at the 2000 Annual Meeting
of Shareholders to be held on Friday, July 21, 2000 at 8:00 A.M. at 3560 Cypress
Gardens Road, Winter Haven, Florida 33884 and at any adjournments thereof.
Shareholders who sign and return a proxy may revoke it at any time before it is
voted by giving written notice to the Secretary of the Company. This Proxy
Statement and the enclosed proxy card are being mailed to shareholders
commencing on or about June 22, 2000.
Proxies that are completed, signed and returned to the Company prior to
the Annual Meeting will be voted as specified. If no direction is given, the
proxy will be voted for the election of the nominees for director as named in
this proxy statement and for the management proposals discussed therein and in
accordance with the judgment of the persons named in the proxy as to any other
matters that properly come before the meeting. If a shareholder abstains from
voting as to any matter (or indicates a "withhold vote for" as to directors),
then the shares held by such shareholder shall be deemed present at the Annual
Meeting for purposes of determining a quorum and for purposes of calculating the
vote with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. If a broker returns a "no-vote" proxy, indicating a lack
of authority to vote on such matter, then the shares covered by such non- vote
shall be deemed present at the Annual Meeting for purposes of determining a
quorum but shall not be deemed to be represented at the Annual Meeting for
purposes of calculating the vote with respect to such matters.
PROPOSAL 1 - ELECTION OF DIRECTORS
Six (6) directors have been nominated for election to the Company's
Board of Directors at the 2000 Annual Meeting of Shareholders to hold office for
a term of one year and until their successors are duly elected and qualified
(except in the case of earlier death, resignation or removal). The accompanying
proxy is intended to be voted for the election of nominees for director named
below, unless authority to vote for one or more nominees is withheld as
specified on the proxy card. The affirmative vote of a majority of the shares of
common stock of the Company (the "Common Stock") represented at the Annual
Meeting is required for the election of each director, and cumulative voting is
not permitted. In the event that any nominee becomes unable or unwilling to
serve as director for any reason, the persons named in the enclosed proxy will
vote for a substitute nominee in accordance with their best judgment. The Board
of Directors has no reason to believe that any nominees will be unable or
unwilling to serve as director if elected.
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A brief listing of the principal occupation, other major affiliations
and age of each nominee and each director follows:
Nick Pirgousis
--------------
Nick Pirgousis, age 45, Chairman of the Board of Directors since
January 1999, opened his first restaurant at the age of 18 in New York City. He
has since owned, operated and managed restaurants in New York including the Park
View Restaurant, Zoop Soup and Silver Spurs, of which he is still an owner. Mr.
Pirgousis maintains a hand-on style of management and has been involved in every
aspect of the growth of the Company. He has also overseen the growth of a number
of establishments in the food and beverage industry as a consultant utilizing
his restaurant expertise to advise on the operation and management of each
entity.
George Pirgousis
----------------
George Pirgousis, age 58, a director of the Company since January 1999,
has been a restauranteur for the past thirty five years and has worked with his
brother, Nick Pirgousis at Park View Restaurant and Silver Spurs. His expertise
is the daily operations of restaurants with a strong emphasis in purchasing and
inventory control.
William Scott
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William Scott, age 55, has been a director of the Company since March
1999. He has been an accountant in the State of Florida for over 22 and has an
extensive financial and accounting background. During his first seven years as
an accountant, Mr. Scott worked for Price Waterhouse & Co. Subsequent to that,
he began his own private accounting firm to which he has devoted most of his
time.
Michael Floridino
-----------------
Michael Floridino, age 42, President and a director of the Company
since July 1997, is the Company's founder. He has been in the restaurant
business nearly his entire life. At the age of 18, he held numerous management
positions in restaurant chains, covering all aspects of operations, engaging in
site selection training, food suppliers and administration. In 1988, Mr.
Floridino moved to Winter Haven, Florida and founded the first Floridino's. He
is the owner and originator of the recipes of Floridino's which have been handed
down to him through his family and perfected by him. Mr. Floridino's expertise
lies within the food development and restaurant operations business.
Frank Dolney
------------
Frank Dolney, age 44, has been Secretary/Treasurer and a director of
the Company since January 1999. He graduated in 1979 from Hofstra University
with a Business Administration degree in Finance and Economics. After
graduation, Mr. Dolney took a position with Merrill Lynch Pierce Fenner & Smith
as Assistant Operations Manager. In the last eighteen years he has
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worked as an investment executive in the areas of portfolio management, private
placements and tax strategy. From 1990 to 1995, Mr. Dolney worked with AT Broad
& Company in New York as investment executive in which he identified corporate
finance and merger and acquisition candidates for top management.
Roman Fisher
------------
Roman Fisher, age 53, has been nominated to serve as a director of the
Company. Mr. Fisher has gained his management experience as a founder and
executive officer of several private and public companies over the past 20
years. He is Executive Vice-President of Bork Consulting Corporation, a private
consulting company where he is currently coordinating the consolidation of
technology driven companies through strategic planning and development. Mr.
Fisher serves on the Board of Directors of Win-Gate Equity Group, Inc., a
publicly traded telecommunications company, and Investors Street, a NASD member
broker-dealer. From 1985 to 1998, he was an executive with Metropolitan Health
Networks, a publicly traded company, where he was responsible for implementing
database management, computer systems as well as the design and development of
the corporate web site. He received a Masters of Science degree from Nova
University in 1984 and his law degree from the University of Basel, Switzerland
in 1972.
COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE
The Board of Directors has designated one principal standing committee.
The audit committee will be established after the Annual Meeting of
Shareholders. Its members will initially consist of two independent members who
are expected to be William Scott, who will serve as its chairman, and Roman
Fisher. The functions of the audit committee will be to review and monitor
accounting policies and control procedures of the Company, including
recommending the engagement of independent auditors and reviewing the scope of
the audit.
The Board of Directors does not have a nominating committee. The entire
Board of Directors makes the selection of nominees for the Board of Directors.
During 1999, the Board of Directors met 27 times. Each director
attended at least 75% of the meetings of the Board.
COMPENSATION OF DIRECTORS
The directors who are employees of the Company, with the exception of
Michael Floridino who is President, do not receive any cash compensation for
their services on the Board of Directors. All directors are reimbursed for
travel expenses incurred in connection with attending Board of Directors and
committee meetings.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE
ELECTION OF THE NOMINEES SET FORTH HEREIN.
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PROPOSAL 2 - RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected Bercovitz & Company, P.A. as
independent certified public accountants for the Company for 2000. Bercovitz &
Company. P.A. was the Company's auditor for the 1999 fiscal year.
The ratification of the selection of independent certified public
accountants is to be voted upon at the Annual Meeting, and it is intended that
the persons named in the accompanying Proxy will vote for Bercovitz & Company,
P.A.
Representatives of Bercovitz & Company, P.A. are expected to attend the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" THE
RATIFICATION OF BERCOVITZ & COMPANY, P.A.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 Act requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the SEC initial reports of ownership and reports of change in ownership of
common stock and other equity securities of the Company. Executive officers,
directors, and greater than ten-percent shareholders are required by the SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely upon the Company's review of the copies of such reports
furnished to the Company or written representations that no other reports were
required, the Company believes that during the 1999 fiscal year, the Section
16(a) filing requirements applicable to certain of its executive officers and
directors and/or greater than ten-percent beneficial owners were not complied
with in a timely manner.
The following table sets forth the total compensation awarded to the
executive officers of the Company where aggregate compensation for services in
all capacities rendered during the year ended December 31, 1999 exceeded $
100,000 (the "Named Executive Officers"):
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<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
------------------- ------ -------
Other Other
Compen- Restricted Under- Compen-
------- Stock lying -------
Name and Principal Position Year Salary Bonus sation Awards Options sation
--------------------------- ---- ------ ----- ------ ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael Floridino, President 1999 $75,000 none none none none none
William Keeler, CEO 1999 $20,000 none none none none none
</TABLE>
The Company has not had a bonus, profit sharing or deferred
compensation plan for the benefit of its employees, officer or directors. The
Company has no plans at the present time to compensate its directors.
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information with respect of the
beneficial ownership as of June 1, 2000 for any person who is an executive
officer or director of the Company or is known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class(4)
---------------- -------------------- -----------
<S> <C> <C>
Michael Floridino(President/Director) 499,700 6.9%
3560 Cypress Gardens Road (5)
Winter Haven, Florida 33884
William C. Keeler (CEO) 3,000 *
5836 Spruce Creek Drive
Port Orange, Florida 32127
Hynford Holdings Ltd. 500,000 6.9%
Cable Beach Court - Ste. #1
Nassau, Bahamas
Chevas Holdings Ltd. 500,000 6.9%
66-Musard Road
London, UK
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Nick Pirgousis(Director)(1)(2) 1,304,000 18.1%
494 La Guardia Place
New York, NY 10012
Frank Dolney (Secretary/Treasurer/Director) 840,000 11.7%
4291 Old Nine Foot Road (1)
Winter Haven, FL 33880
Toho Ventures Ltd. (1) (1)
494 LaGuardia Place
New York, NY 10012
George Pirgousis (Director)(3) 286,000 4.0%
494 La Guardia Place
New York, NY 10012
William C. Scott (Director) 40,000 *
95 Madison Avenue
Morristown, New Jersey 07960
Raffles Toho Ltd. (2) (2)
494 La Guardia Place
New York, NY 10012
Lokee LLC (3) (3)
494 La Guardia Place
New York, NY 10012
All Directors and 2,972,700 41.3%
Executive Officers as a
Group (6 persons)
PREFERRED STOCK
---------------
Michael Floridino (President/Director)(5) 38,000 100.00%
3560 Cypress Gardens Road
Winter Haven, FL 33884
</TABLE>
----------
* Less than 1% percent
(1) As of June 1, 2000, Nick Pirgousis, Chairman of the Board, and Frank Dolney,
Secretary/Treasurer and a director, each own a fifty (50%) percent interest in
Toho Ventures Ltd., which owns 1,680,000 shares of Common Stock of the Company.
The corresponding amount of shares beneficially owned by Nick Pirgousis and
Frank Dolney each include the 840,000 shares of Common Stock of the Company they
each beneficially own through Toho Ventures Ltd.
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(2) As of June 1, 2000, Nick Pirgousis, Chairman of the Board, was the sole
beneficial owner of Raffles Toho Ltd., which owns 464,000 shares of Common Stock
of the Company. The corresponding amount of shares beneficially owned by Nick
Pirgousis includes the 464,000 shares of Common Stock of the Company owned
beneficially through Raffles Toho Ltd.
(3) As of December 31, 1999, George Pirgousis, a director, is the sole
beneficial owner of Lokee LLC which owns 142,000 shares of the Company. The
corresponding amount of shares beneficially owned by George Pirgousis includes
the 142,000 shares of Common Stock of the Company owned beneficially through
Lokee LLC.
(4) Percent of Class is based on 7,207,000 shares of Common Stock outstanding as
of the date of this Proxy Statement.
(5) Mr. Floridino, President and a director of the Company, is the sole owner of
all outstanding shares of the non-voting preferred stock of the Company. In
January 2000, 500,000 shares of Common Stock owned by Mr. Floridino were
canceled and returned to the Company's treasury pursuant to an agreement with
the Company.
Rule 13d-3(d) (1) (i) under the Securities Exchange Act of 1934,
regarding the determination of beneficial owners of securities, includes as
beneficial owners of securities, among others, any person who directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares voting power and/or investment power with respect to
such securities; and, any person who has the right to acquire beneficial
ownership of such security within sixty days through a means, including, but not
limited to, the exercise of any option, warrant, right or conversion of a
security. Any securities not outstanding that are subject to such options,
warrants, rights or conversion privileges shall be deemed to be outstanding for
the purpose of computing the percentage of outstanding securities of the class
owned by such person, but shall not be deemed to be outstanding for the purpose
of computing the percentage of the class by any other person.
The Company has been advised that each of the persons listed above has
sole voting, investment, and dispositive power over the share indicated above.
Certain Relationships and Related Transactions
During the past two (2) years, the Company has not entered into a
transaction with a value in excess of $100,000 with a director, officer or
beneficial owner of 5% or more of the Company's Common Stock, except as
disclosed in the following paragraphs:
(a) In May 1999, the Company issued 50,000 shares of non-voting
restricted preferred stock to Michael Floridino, the Company's President and a
director, in connection with the Company's purchase from him of three (3)
parcels of real estate located at 1810 3rd Street, S.E., Winter Haven, Florida,
300 Cypress Gardens Blvd., Winter Haven, Florida 33880, 3560 Cypress Gardens
Road, Winter Haven, Florida 33884. Subsequently, 12,000 shares of the preferred
stock have been canceled and returned to treasury pursuant to an agreement with
the Company. For
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additional consideration to Michael Floridino, the Company assumed the
liabilities and encumbrances on each of those properties. The property provided
by Michael Floridino was valued at its fair market value in accordance with
inquiries and appraisals made by the Company through various real estate brokers
in the Winter Haven, Florida area. The total market value of the three
properties, not reduced by mortgages, liens and encumbrances, was approximately
$639,000. The valuation of the liabilities on the properties was $440,000.
(b) The Company currently pays William C. Keeler, the Company's CEO, a
salary of $120,000 per annum; however, there is no written employment agreement
between the Company and Mr. Keeler relating to his employment by the Company.
(c) During the course of the 1999 fiscal year to August 31, 1999, the
Company received funding for reconstruction of the Company's operations from
Raffles Toho Inc., in the total sum of approximately $258,020. Raffles Toho is
wholly-owned by the Chairman of the Board of Directors of the Company, Nick
Pirgousis. The advance of such funds is evidenced by three promissory notes. The
terms of the notes provide for interest to be assessed at an annual rate of
8.25%. The individual notes held by Raffles Toho, issued on August 31, 1999, are
for $120,435 and $72,197. These have a balloon payment due on September 1, 2000
and have been extended to October 31, 2000. A third individual note issued on
August 31, 1999 for $65,388 possesses a balloon payment due on June 30, 2000
which is expected to be renewed until December 31, 2000.
EXPENSES OF SOLICITATION
The cost of soliciting proxies in the accompanying form will be borne
by the Company. The Company does not expect to pay any compensation for the
solicitation of proxies, but may pay brokers, nominees, fiduciaries, and other
custodians their reasonable fees and expenses for sending proxy material to
principals and obtaining their instructions. In addition to solicitation by
mail, proxies may be solicited in person, or by telephone, facsimile
transmission or other means of electronic communication, by directors and by
officers and other regular employees of the Company.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KSB with financial
statements and exhibits will be furnished by the Company upon request made to
the Company at 3560 Cypress Gardens Road, Winter Haven, FL 33884, Attention:
Shareholder Services.
SHAREHOLDER PROPOSALS
Any shareholder proposal submitted under SEC Rule 14a-8 for inclusion
in the proxy statement for the Company's 2001 annual meeting of shareholders
must be received by the Company no later than February 1, 2001, at the Company's
principal executive offices located at 3560 Cypress Gardens Road, Winter Haven,
FL 33884.
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OTHER MATTERS
Neither the Company nor any member of its Board of Directors knows of
any matter or intends to bring before the meeting any matter other than those
referred to in the accompanying Notice of Meeting. However, if any other matters
properly come before the meeting, the persons appointed as proxies in the
enclosed form of proxy/voting instruction card intend to vote in accordance with
their judgment.
The above Notice of Annual Meeting and Proxy Statement are send by
order of the Company's Board of Directors.
June 15, 2000 /s/ Nick Pirgousis
-------------------
Nick Pirgousis
Chairman of the Board
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FLORIDINO'S INTERNATIONAL HOLDINGS, INC.
ANNUAL MEETING OF SHAREHOLDERS
Friday, July 21, 2000
8:00 A.M.
Floridino's International Holdings, Inc.
3560 Cypress Gardens Road
Winter Haven, FL 33884
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT ANNUAL MEETING ON
FRIDAY, JULY 21, 2000.
The shares of common stock you hold in your account will be voted as specified
on the proxy card.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2
By signing the proxy, you revoke all prior proxies and appoint Nick
Pirgousis and Frank Dolney, and each of them, with full power of substitution,
to vote your shares on the matters shown on the reverse side and any other
matters which may come up before the Annual Meeting and all adjournments.
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Floridino's International Holdings,
Inc., c/o Shareholder Services, 3560 Cypress Gardens Road, Winter Haven, FL
33884.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2
1. Authority to vote for the election of Nick Pirgousis, Michael
Floridino, Frank Dolney, William Scott, George Pirgousis and Roman
Fisher as directors of the Company to serve until the 2001 Annual
Meeting. You may withhold authority to vote for a nominee by lining
through his name.
[ ] GRANT [ ] WITHHOLD
2. Ratifying the appointment of Bercovitz & Company, P.A. as independent
auditors for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come
before the meeting, all as set out in the Notice of Annual Meeting of
Shareholders and Proxy Statement dated June 15, 2000, receipt of which
is hereby acknowledged.
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTORS OR, NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL
Address change? Box [ ] Indicate changes below:
Date_________________________
-----------------------------
-----------------------------
Signature(s) in Box.
Shareholders must sign exactly
as the name appears at left.
When signed as a corporate
officer, executor,
administrator, trustee,
guardian, etc., please give full
title as such. Both joint tenants
must sign.
