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:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
PACIFIC MAGTRON INTERNATIONAL CORP.
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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)(1) 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):
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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:
[ ] 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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PACIFIC MAGTRON
1600 California Circle
Milpitas, CA 95035
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 23, 2000
The 2000 Annual Meeting of Shareholders of Pacific Magtron
International Corp. will be held at the offices of Pacific Magtron at 1600
California Circle, Milpitas, California 95035 on Friday, June 23, 2000, at 10:00
a.m., Pacific Time.
MATTERS TO BE VOTED ON:
1. Election of six directors; and
2. Ratification of the selection of BDO Seidman, LLP as the
independent public accountants for the Company's fiscal year
2000.
The close of business on April 28, 2000 has been fixed as the record
date for the determination of the shareholders of record entitled to notice of,
and to vote at, this meeting or any adjournment thereof. The list of
shareholders entitled to vote at this meeting is available at the offices of
Pacific Magtron International Corp.,1600 California Circle, Milpitas, CA 95035,
for examination by any shareholder.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THIS MEETING, PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY, WHICH IS SOLICITED BY AND ON BEHALF OF THE
BOARD OF DIRECTORS. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO
REVOKE SUCH PROXY OR TO VOTE IN PERSON SHOULD YOU LATER DECIDE TO ATTEND THIS
MEETING.
By Order of the Board of Directors
Theodore S. Li
President
Milpitas, California
May 15, 2000
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PROXY STATEMENT
TABLE OF CONTENTS
GENERAL INFORMATION.......................................................... 1
Who Can Vote............................................................ 1
Voting by Proxies....................................................... 1
How You May Revoke Your Proxy Instructions.............................. 1
How Votes are Counted................................................... 2
Cost of this Proxy Solicitation......................................... 2
Attending the Annual Meeting............................................ 2
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?.............................. 2
WHO SHOULD I CALL IF I HAVE QUESTIONS?....................................... 2
PROPOSALS.................................................................... 3
PROPOSAL NO. 1 - ELECT SIX DIRECTORS.................................... 3
PROPOSAL NO. 2 - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS......... 5
INFORMATION ABOUT THE NOMINEES............................................... 4
ABOUT THE BOARD AND ITS COMMITTEES........................................... 6
ABOUT THE EXECUTIVE OFFICERS................................................. 7
EXECUTIVE COMPENSATION....................................................... 8
STOCK OPTION GRANTS IN 1999 AND
1999 STOCK OPTION EXERCISES AND YEAR-END OPTION VALUES.............. 8
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE...................... 8
OWNERSHIP OF OUR COMMON STOCK BY PRINCIPAL STOCKHOLDERS
AND OUR MANAGEMENT......................................................... 8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................... 9
STOCK PRICE PERFORMANCE GRAPH................................................ 9
OTHER MATTERS................................................................ 9
SHAREHOLDER PROPOSALS........................................................ 9
ANNUAL REPORT................................................................ 9
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PROXY STATEMENT
Your vote is very important. For this reason, the Board of Directors is
requesting that you allow your common stock to be represented at the Annual
Meeting by the persons who are named on the enclosed Proxy Card. This Proxy
Statement is being sent to you in connection with this request and has been
prepared for the Board by our management. "We," "our," "PMIC" and the "Company"
refer to Pacific Magtron International Corp. The Proxy Statement is first being
sent to our shareholders on or about April 28, 2000.
GENERAL INFORMATION
WHO CAN VOTE
You are entitled to vote your common stock if our records showed that you held
your shares as of April 28, 2000. At the close of business on that date,
10,100,000 shares of common stock were outstanding and entitled to vote. Each
share of common stock has one vote. The enclosed Proxy Card shows the number of
shares that you are entitled to vote. Your individual vote is confidential and
will not be disclosed to third parties.
VOTING BY PROXIES
If your common stock is held by a broker, bank or other nominee (i.e., in
"street name"), you will receive instructions from it that you must follow in
order to have your shares voted. If you hold your shares in your own name as a
holder of record, you may instruct the Proxies how to vote your common stock by
signing, dating and mailing the Proxy Card in the envelope provided. Of course,
you can always come to the meeting and vote your shares in person. If you give
us a proxy without giving specific voting instructions, your shares will be
voted by the Proxies as recommended by the board of directors. We are not now
aware of any other matters to be presented at the Annual Meeting except for
those described in this Proxy Statement. However, if any other matters not
described in the Proxy Statement are properly presented at the meeting, the
Proxies will use their own judgment to determine how to vote your shares. If the
meeting is adjourned, your common stock may be voted by the Proxies on the new
meeting date as well, unless you have revoked your proxy instructions prior to
that time.
HOW YOU MAY REVOKE YOUR PROXY INSTRUCTIONS
You may revoke your proxy instructions by any of the following procedures:
* Send us another signed proxy with a later date;
* Send a letter to our secretary revoking your proxy before your common stock
has been voted by the Proxies at the meeting; or
* Attend the Annual Meeting and vote your shares in person.
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HOW VOTES ARE COUNTED
Inspectors of election will be appointed for the meeting. The inspectors of
election will determine whether or not a quorum is present and will tabulate
votes cast by proxy or in person at the Annual Meeting. If you have returned
valid proxy instructions or attend the meeting in person, your common stock will
be counted for the purpose of determining whether there is a quorum, even if you
wish to abstain from voting on some or all matters introduced at the meeting. If
a broker indicates on the proxy that it does not have discretionary authority as
to certain shares to vote on a particular matter, those shares will be
considered as present and entitled to vote with respect to that matter.
COST OF THIS PROXY SOLICITATION
We will pay the cost of this proxy solicitation. We will, upon request,
reimburse brokers, banks and other nominees for their expenses in sending proxy
material to their principals and obtaining their proxies. We will solicit
proxies by mail, except for any incidental personal solicitation made by our
directors, officers and employees, for which they will not be paid.
ATTENDING THE ANNUAL MEETING
If you are a holder of record and you plan to attend the Annual Meeting, please
indicate this when you vote. If you are a beneficial owner of common stock held
by a broker or bank, you will need proof of ownership to be admitted to the
meeting. A recent brokerage statement or letter from a broker or bank showing
your current ownership and ownership of our shares on the record date are
examples of proof of ownership. Although you may attend the meeting, you will
not be able to vote your common stock held in street name in person at the
meeting and will have to vote through your broker or bank. If you want to vote
in person your common stock held in street name, you will have to get a proxy in
your name from the registered holder.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
PROPOSAL 1: ELECTION OF SIX DIRECTORS
The six nominees for director who receive the most votes will be elected.
Therefore, if you do not vote for a nominee or you indicate "withhold authority
to vote" for any nominee on your proxy card, your vote will not count for or
against any nominee.
PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The affirmative vote of a majority of the votes cast at the Annual Meeting is
required to ratify the selection of independent auditors. Therefore, if you
"abstain" from voting, it has the same effect as if you voted "against" this
proposal.
WHO SHOULD I CALL IF I HAVE QUESTIONS?
If you have questions about the Annual Meeting or voting, please call
Hui "Cynthia" Lee, our Corporate Secretary. Ms. Lee may be reached at (408)
956-8888.
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PROPOSALS
PROPOSAL NO. 1 - ELECT SIX DIRECTORS
NUMBER OF DIRECTORS TO BE ELECTED
An entire Board of Directors, consisting of six directors, is to be elected at
the Annual Meeting. Each Director elected will hold office until the next annual
meeting and the election of their successors. If any director resigns or
otherwise is unable to complete his or her term of office, the Board will elect
another director for the remainder of the resigning director's term. Our
Articles of Incorporation call for a Board consisting of not fewer than one
member.
VOTE REQUIRED
Under Nevada law, when directors are to be elected to office each stockholder is
entitled to one vote for each share of stock standing in the stockholder's name
on the records of the corporation.
NOMINEES OF THE BOARD
The Board has nominated the following individuals to serve on our Board of
Directors until the next annual meeting and the election of their successors:
Theodore S. Li
Hui Lee
Jey Hsin Yao
Betty Li
Hank C. Ta
Limin Ha
All of these nominees are currently serving on the Board. Each of the nominees
has agreed to be named in this proxy statement and to serve if elected.
See "Information about the Nominees" on the following page for information
regarding each of the Nominees listed above.
We know of no reason why any of the listed nominees would not be able to serve.
However, if any nominee is unavailable for election, the Proxies would vote your
shares to approve the election of any substitute nominee proposed by the Board.
The Board may also choose to reduce the number of Directors to be elected, as
permitted by our Bylaws.
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INFORMATION ABOUT THE NOMINEES
THEODORE S. LI
(age 42)
Mr. Li has served as the President, Treasurer and a Director of the Company
since 1998 and as the President and a Director of PMIC since 1995. He is
responsible for the Company's operations, technical functions and finance. Mr.
Li received his bachelor of science in computer science from the University of
Oregon.
HUI "CYNTHIA" LEE
(age 37)
Ms. Lee has served as the Secretary and a Director of the Company since 1998,
and as a Director and Vice President, Sales and Purchasing of PMIC since 1994.
She is responsible for the Company's sales and purchasing functions. She
received her bachelor of language and literature from Chang Chi University in
Taiwan.
JEY HSIN YAO, PH.D.
(age 37)
Dr. Yao has served as a Director of the Company since 1998, and as the Secretary
and a Director of PMIC since 1995. He has been employed at Fujitsu as a senior
researcher since 1992. He received his bachelor of science in electrical
engineering from National Taiwan University, his masters of science in signals
and systems from the University of California, Santa Barbara and his Ph.D.
BETTY LI
(age 38)
Ms. Li has served as a Director of the Company since 1998, and as a Director of
PMIC since 1995. She has been an engineer with Motorola since 1988.
HANK C. TA
(age 42)
Mr. Ta has been the President and Chief Executive Officer of CC
Integration/MicroAge since 1992. This company is an authorized reseller from
Compaq, Cisco and Hewlett Packard. He received his bachelor of science in
electrical engineering from San Jose State University.
LIMIN HU, PH.D
(age 37)
Dr. Hu has been a President for Hugo Technologies, Inc. since February 1996. In
that capacity he provides consulting services in system integration and
architecture, client/sewer and database management systems, Internet and
networking, software and cross-platform development, and multimedia systems.
From December 1994 to January 1996 he was a Vice President and General Manager
for Teknekron Systems LLC. He received his bachelor of science in electrical
engineering from National Taiwan University, ROC and his Ph.D. in electrical
engineering and computer science from the University of California, Berkeley.
YOUR DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF THE SIX NOMINEES
UNDER PROPOSAL NO. 1
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PROPOSAL NO. 2 - RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Our Board of Directors, acting upon the recommendation of the Audit
Committee, has selected the firm of BDO Seidman, LLP, 125 South Market Street,
San Jose 95113, as independent accountants to examine our financial statements
for the fiscal year ending December 31, 2000, and to perform other appropriate
accounting services. A resolution will be presented to the Annual Meeting to
ratify this selection. The affirmative vote of a majority of the number of votes
entitled to be cast by the common stock represented at the meeting is needed to
ratify the selection. If the shareholders do not ratify the appointment of BDO
Seidman, LLP the selection of independent accountants will be reconsidered by
our Board of Directors.
For the years ended December 31, 1999 and 1998, BDO Seidman, LLP
provided our audit services which included examination of our annual
consolidated financial statements, review of unaudited quarterly financial
information, assistance and consultation in connection with the filing of our
Annual Report on Form 10-K with the Securities and Exchange Commission and other
filings with the Commission, and consultation in connection with various
audit-related and accounting matters. The consolidated financial statements and
schedule of the Company for the year ended December 31, 1997 were audited by
Meredith, Cardozo, Lanz & Chiu LLP, whose practice has been combined with BDO
Seidman, LLP. None of the financial statements prepared by BDO Seidman, LLP
contained any adverse or disclaimer of opinion, nor were they modified as to
uncertainty, audit scope, or accounting principles.
We do not expect that representatives of BDO Seidman, LLP will be
present at the annual meeting.
The Proxies will vote in favor of ratifying the selection of BDO
Seidman, LLP unless instructions to the contrary are indicated on the
accompanying proxy form.
YOUR DIRECTORS RECOMMEND A VOTE FOR PROPOSAL NO. 2
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ABOUT THE BOARD AND ITS COMMITTEES
THE BOARD
We are governed by a Board of Directors, and various committees of the Board
which meet throughout the year. The Board of Directors held no meetings and
acted by unanimous written consent three times during 1999. Directors discharge
their responsibility throughout the year at Board and committee meetings and
also through informal telephonic conferences and other communications with the
Chairman and others regarding our business.
COMMITTEES OF THE BOARD
The Board has one committee, the Audit Committee. The function of this Committee
is described below along with the current membership and number of meetings held
during 1999.
AUDIT COMMITTEE
Our Audit Committee is composed of Hank C. Ta and Limin Hu, PhD. The charter of
our Audit Committee is to review, examine and discuss with our management and
auditors, as the case may be, those matters that primarily relate to financial
controls and audit. Its duties include the review, examination and discussion of
the following:
* the findings of the independent auditors resulting from their audit and
certification of our financial statements;
* our accounting principles for corporate and tax reporting purposes,
including actual or impending changes in financial accounting requirements
that may materially affect us;
* the adequacy of our financial and accounting controls, including particular
regard for the scope and performance of the internal auditing function; and
* recommendations by the independent auditors or the internal auditing staff
with respect to changes in our policies or practices.
In April, 1999 the Board elected Hank C. Ta and Limin Hu, PhD to the Audit
Committee, which held no meetings during 1999.
DIRECTOR COMPENSATION
Directors currently receive no cash compensation for their services in that
capacity. Reasonable out-of-pocket expenses may be reimbursed to directors in
connection with attendance at meetings. We did not grant any options to our
non-employee directors in 1999.
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LIMITATION OF LIABILITY OF DIRECTORS
Nevada law permits the inclusion of a provision in the articles of incorporation
of a corporation limiting or eliminating the potential monetary liability of
directors to a corporation or its shareholders by reason of their conduct as
directors. These sections do not permit any limitation on, or the elimination
of, liability of a director for disloyalty to his corporation or its
shareholders, failing to act in good faith, engaging in intentional misconduct
or a knowing violation of the law, obtaining an improper personal benefit or
paying a dividend that was illegal under Nevada law. Accordingly, the provisions
limiting or eliminating the potential monetary liability of directors permitted
by the Nevada law apply only to the "duty of care" of directors, that is, to
unintentional errors in their deliberations or judgments and not to any form of
"bad faith" conduct. Our Articles of Incorporation eliminate the personal
monetary liability of directors to the extent allowed under Nevada law.
ABOUT THE EXECUTIVE OFFICERS
Theodore S. Li and Hui "Cynthia" Lee are our principal executive
officers. For information regarding Mr. Li and Ms. Lee, please refer to
"Information About the Nominees" beginning on Page 4. All executive officers are
appointed by and serve at the discretion of the Board for continuous terms.
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EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by us to the
chief executive officer and the most highly compensated executive officers and
key employees whose total remuneration exceeded $100,000 for services rendered
in all capacities to us during the last three completed fiscal years.
Long Term
Compensation
Awards
Annual Securities
Compensation/ Underlying All Other
Name and Principal Positions Year Salary & Bonus Options (#) Compensation
- ---------------------------- ---- -------------- ----------- ------------
Theodore Li 1999 $120,000 -- --
President, Chief Executive 1998 120,000 -- --
Officer, Treasurer and 1997 120,000 -- 250,000
Director 1996 120,000 -- --
Hui "Cynthia" Lee 1999 120,000 -- --
Secretary and Director 1998 97,500 -- --
1997 75,540 -- 250,000
1996 -- -- --
STOCK OPTION GRANTS IN 1999 AND
1999 STOCK OPTION EXERCISES AND YEAR-END OPTION VALUES
There were no stock options granted to executive officers in 1999, and
no stock options were exercised in 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act") requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Such officers, directors and
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms that they file. During the last year Theodore Li, Hui
"Cynthia" Li, Hank C. Ta and Limin Hu have not filed any reports.
OWNERSHIP OF OUR COMMON STOCK BY PRINCIPAL STOCKHOLDERS
AND OUR MANAGEMENT
The following table sets forth information, as of April 28, 2000 with
respect to the number of shares of our common stock beneficially owned by
individual directors, by all directors and officers as a group, and by persons
who we know own more than 5% of our common stock. We have no other class of
voting stock outstanding.
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Name of Beneficial Number Percent of
Owner and Address of Shares Common Stock Owned
----------------- --------- ------------------
Theodore S. Li 4,500,000 45%
Hui "Cynthia" Lee 4,500,000 45%
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative return for the Company's
common stock with the NASDAQ US Stock Index and the Standard Industrial
Classification ("SIC") Code Index (SIC Code 5045) - Computer and Computer
Peripheral Equipment Software) for the period beginning July 18, 1999 on which
trading of the Company's common stock commenced through December 31, 1999.
7/18/98 12/31/98 12/31/99
PMIC 100
NASDAQ STOCK MARKET (US) INDEX 100
SIC CODE INDEX 100
(The above is the tabular form of the performance graph that appears in the
proxy statement. A paper copy of the performance graph has been submitted to the
Division of Corporation Finance of the Securities and Exchange Commission.)
OTHER MATTERS
Our Board is not presently aware of any matters to be presented at the
meeting other than those described above. However, if other matters properly
come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote your proxy on such matters in accordance with their
judgment.
SHAREHOLDER PROPOSALS
Any shareholder desiring to have a proposal included in our proxy
statement for our 2000 Annual Meeting must deliver such proposal (which must
comply with the requirements of Rule 14a-8 promulgated under the Securities
Exchange Act of 1934) to our principal executive offices not later than May 15,
2000.
ANNUAL REPORT
Our Annual Report on Form 10-K with certified financial statements
required was filed for the fiscal year ended December 31, 1999 accompanies this
Notice and Proxy Statement and was mailed to all shareholders of record on or
about May 15, 2000. Any exhibit to the annual report on Form 10-K will be
furnished to any requesting person who sets forth a good faith representation
that he or she was a beneficial owner of our common stock on April 28, 2000. The
fee for furnishing a copy of any exhibit will be 25 cents per page plus $3.00
for postage and handling.
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PROXY PACIFIC MAGTRON INTERNATIONAL CORP. PROXY
PROXY SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Theodore S. Li and
Hermia Lam, or any of them acting in the absence of the other with the full
power of substitution, the true and lawful attorneys and proxies of the
undersigned, to attend the Annual Meeting of the Stockholders of PACIFIC MAGTRON
INTERNATIONAL CORP. (the "Company") to be held at the offices of the Company at
1600 California Circle, Milpitas, California 95035 on Friday, June 23, 2000, at
10:00 a.m., Pacific Time and any adjournments thereof, and to vote the shares of
Common Stock of the Company standing in the name of the undersigned, as directed
below, with all the powers the undersigned would possess if personally present
at the meeting.
PROPOSAL NO. 1: To elect six directors to the Company's Board to serve
for the next year or until their successors are elected.
NOMINEES: THEODORE S. LI, HUI LEE, HEY HSIN YAO, BETTY LI, HANK C. TA,
and LUMIN HA.
[ ] VOTE for all nominees except those whose names are written on
the line provided below (if any)
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PROPOSAL NO. 2: Ratification of the selection of BDO Seidman, LLP as
the independent public accounting firm for the Company for the fiscal year ended
December 31, 2000. (Mark only one)
[ ] VOTE FOR [ ] VOTE AGAINST [ ] VOTE WITHHELD
PLEASE PROMPTLY DATE, SIGN AND RETURN IN THE ENCLOSED ENVELOPE
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This proxy will be voted in accordance with the directions indicated
herein. If no specific directions are given, this proxy will be voted for
approval of all nominees listed herein, for approval of the proposals listed
herein and, with respect to any other business as may properly come before the
meeting in accordance with the discretion of the proxies.
DATED:_______________, 2000
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(Signature
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(Signature)
When signing as executor, administrator,
attorney, trustee, or guardian, please
give full title as such. If a
corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person. If a joint tenancy,
please have both joint tenants sign.
