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 Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
KIDSTOYSPLUS.COM, INC.
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Name of the Registrant as Specified In Its Charter
--------------------------------------------------
(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: Not
applicable
(2) Aggregate number of securities to which transaction applies: Not
applicable
(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): Not
applicable
(4) Proposed maximum aggregate value of transaction: Not applicable
(5) Total fee paid: Not applicable
[ ] 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.
Amount Previously Paid: Not applicable
Form, Schedule or Registration Statement No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
<PAGE>
KIDSTOYSPLUS.COM, Inc.
2924 Cliffe Avenue
Courtenay, British Columbia, Canada
V9N 2L7
May 26, 2000
Dear Stockholders:
You are cordially invited to attend the annual meeting of stockholders of
Kidstoysplus.com Inc. (the "Company") to be held at 11:00 a.m. (PST) on Friday,
June 23, 2000, at the offices of Dorsey & Whitney LLP at 1420 Fifth Avenue,
Suite 4200, Seattle, Washington.
In addition to the items set forth in the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement, we will report on current
activities of the Company and will provide an opportunity to discuss matters of
interest to you as a stockholder.
We sincerely hope that you will be able to attend our Annual Meeting.
However, whether or not you plan to attend, please sign, date, and promptly
return the enclosed proxy to ensure that your shares are represented.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in Kidstoysplus.com Inc.
Very truly yours,
/s/ Albert R. Timcke
---------------------------------------
ALBERT R. TIMCKE
PRESIDENT AND SECRETARY
<PAGE>
KIDSTOYSPLUS.COM INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 23, 2000 at 11:00 A.M. (PST)
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To the Stockholders:
The Annual Meeting of Stockholders of Kidstoysplus.com Inc. will be held at
11:00 a.m. (PST) on Friday, June 23, 2000 at the offices of Dorsey & Whitney LLP
at 1420 Fifth Avenue, Suite 4200, Seattle, Washington, for the following
purposes:
1. To elect three directors, each to a one year term;
2. To ratify the appointment of Davidson & Company, Chartered
Accountants, as the auditor for Kidstoysplus.com Inc.; and
3. To transact any other business that may properly come before the
meeting.
Only stockholders of record at the close of business on Friday, April 28, 2000
are entitled to notice of, and to vote at, the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Albert R. Timcke
---------------------------------------
ALBERT R. TIMCKE
PRESIDENT AND SECRETARY
May 26, 2000
- --------------------------------------------------------------------------------
IMPORTANT
Whether or not you plan to attend the meeting, please sign, date, and return
promptly the enclosed proxy in the enclosed envelope, which requires no postage
if mailed in the United States. Promptly signing, dating, and returning the
proxy will save the Company the additional expense of further solicitation.
- --------------------------------------------------------------------------------
<PAGE>
KIDSTOYSPLUS.COM INC.
2924 Cliffe Avenue
Courtenay, British Columbia, Canada
V9N 2L7
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Kidstoysplus.com Inc. (the "Company") to be voted
at the 2000 Annual Meeting of Stockholders of the Company to be held at 11:00
a.m. (PST) on Friday, June 23, 2000. Stockholders who sign proxies may revoke
them at any time before their exercise by delivering a written revocation to the
Secretary of the Company, by submission of a proxy with a later date, or by
voting in person at the meeting. These proxy materials, together with the
Company's annual report to stockholders, are being mailed to stockholders on or
about May 26, 2000.
Stockholders of record at the close of business on April 28, 2000 will be
entitled to vote at the meeting on the basis of one vote for each share held. On
April 28, 2000, there were outstanding 9,968,084 shares of common stock of the
Company.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors will consist of three members. Directors are elected for
a one year term.
The following persons have been nominated to serve as directors of the Company:
* Timothy J. Anderson
* Mark McFarland
* Albert R. Timcke
All of the nominees currently serve on the Company's Board of Directors. Each
nominee has been nominated to serve as a director for a term of one year or
until his successor is elected and qualified.
Unless a stockholder indicates otherwise, each signed proxy will be voted for
the election of these nominees.
Management expects that each of the nominees will be available for election, but
if any of them is not a candidate at the time the election occurs, it is
intended that the proxies will be voted for the election of another nominee to
be designated by the Board of Directors to fill any vacancy.
The candidates elected are those receiving the largest number of votes cast by
the shares entitled to vote in the election, up to the number of directors to be
elected. Shares held by persons who abstain from voting on the election and
broker "non-votes" will not be counted in the election.
<PAGE>
Nominees for Election
Albert R. Timcke, Age 36
Albert R. Timcke has been a director, President, and Chief Executive Officer of
the Company since February 4, 1999. Mr. Timcke's work experience for the last
several years before founding the Company includes time spent serving as Vice
President Corporate Development for Impact Travel Technology Inc. (August 1998 -
June 1, 1999); and time spent as the Vice President of Corporate Development for
International Panorama Resource Corp. (December 1996 - July 1998); and time
spent as the Owner and President of Markets West (website) (October 1995 -
December 1997).
Timothy J. Anderson, Age 40
Timothy J. Anderson, a resident of the United States, brings seventeen (17)
years of toy industry marketing, distribution, and manufacturing experience to
the Company. Over the course of his career, Mr. Anderson has been involved in a
variety of toy retailing projects including early product development, product
launch, and specialty retail merchandising. Mr. Anderson has been the Vice
President of Marketing with Alpha International in Cedar Rapids, Iowa, since
1996. Mr. Anderson was the director of sales and marketing at Scale Models,
Inc., of Dyersville, Iowa, from 1995 to 1996. Mr. Anderson has also worked at
the Franklin Mint in Philadelphia, Pennsylvania, and with the Ertl Company of
Dyersville, Iowa. Mr. Anderson received a B.A. in education from Buena Vista
University in Storm Lake, Iowa in 1983.
Mark McFarland, Age 37
Mark McFarland, has been a director of the Company since May 16, 2000. Mr.
McFarland is the current President of Curious Toys of New York. Mr. McFarland
served as Vice-President of Marketing at Life-Like Products and as Vice
President of Darda in Baltimore, Maryland, in the early 1990's. Mr. McFarland
was employed with the Learning Curve corporation and Mr. McFarland has
experience in the toy industry and has additional marketing experience from his
time spent in the athletic footwear industry. Mr. McFarland holds a M.B.A. from
Indiana University in Bloomington, Indiana.
The Board of Directors recommends a vote FOR each of the nominees as a director.
Board Meetings and Committees of the Board
During 1999, the Board of Directors executed five (5) written consents in lieu
of special meetings.
The Board of Directors has no standing committees at this time.
Compensation of the Board of Directors
The Company's directors did not receive any compensation in their capacity as
directors during the last fiscal year.
Albert R. Timcke, receives compensation from the Company in his capacity as a
consultant to the Company under a Consulting Agreement dated April 1, 1999. For
more information on the consultant
<PAGE>
compensation paid by the Company to Mr. Timcke, please see "Executive
Compensation - Summary Compensation Table."
Each director is eligible to participate in the Company's 1999 Incentive Stock
Option Plan. See "Executive Compensation" below for a description of the Plan.
Executive Officers and Key Employees of the Company
In addition to the director Albert R. Timcke who also serves as President,
Secretary and Treasurer for the Company, the following persons currently serve
as executive officers and key employees of the Company:
Axel Miedbrodt - Vice President of Operations
Axel Miedbrodt was the Company's operations manager during 1999 and the
beginning of the year 2000. Mr. Miedbrodt was appointed Vice President of
Operations on March 16, 2000. From 1998 to his affiliation with the Company, Mr.
Miedbrodt was a shop foreman with Twister Pipe Ltd., of Calgary, Alberta. From
1996 to 1997, Mr. Miedbrodt was the plant manager of Mission Packaging Ltd., of
Calgary, Alberta. Mr. Miedbrodt was the Vice President of Manufacturing of
Interpro International Plastics in Vancouver, B.C., from 1988 to 1995, and from
1985 to 1988 he acted as the Operations Manager for Hayden Mfg. Ltd. Co. of
Richmond, British Columbia. Mr. Miedbrodt has technical degrees from technical
colleges located in Berlin, Germany. Mr. Miedbrodt is fluent in English and in
German.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information concerning the number of
shares of Common Stock owned beneficially as of March 31, 2000 by: (i) each
person known to us to own more than five percent (5%) of any class of our voting
securities; (ii) each of our directors; and (iii) all our directors and officers
as a group. Unless otherwise indicated, the shareholders listed possess sole
voting and investment power with respect to the shares shown.
<TABLE>
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TITLE OF NAME AND ADDRESS OF AMOUNT AND PERCENT OF
CLASS BENEFICIAL OWNER NATURE OF CLASS(1)
BENEFICIAL
OWNER
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Albert R Timcke, Director, President 6,600,000(2) 66.21%(2)
1703 Valley View Drive
Courtney, B.C.
V9N 9A7 Canada
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Common Stock Brian C. Doutaz, +5% shareholder 900,000(3) 9.02%(3)
35-12880 Railway Ave, Richmond, BC V7E 1V7
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Common Stock Mark McFarland, Director Nil 0.00%
440 Lafayette Street 6th Floor
New York City, New York 10003
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</TABLE>
<PAGE>
<TABLE>
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TITLE OF NAME AND ADDRESS OF AMOUNT AND PERCENT OF
CLASS BENEFICIAL OWNER NATURE OF CLASS(1)
BENEFICIAL
OWNER
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Timothy J. Anderson, Director 50,000(4) *(4)(5)
711 3rd Street
Delhi, Iowa 52223
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Common Stock Axel Miedbrodt, Executive Officer 37,500(6) *(5)
144 Manor Drive
Comox, British Columbia
V9M 1C7 Canada
- ------------------------------------------------------------------------------------------------------------------------
Common Stock All directors and officers as a group 7,587,500 shares(7) 75.23%(1)(7)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on an aggregate 9,968,084 shares outstanding as of March 31, 2000.
(2) Includes (i) options to acquire 500,000 shares of our common stock at $0.10
per share and (ii) options to acquire 600,000 shares of our common stock at
$0.25 per share, which are currently exercisable.
(3) Includes (i) options to acquire 400,000 shares of our common stock at $0.10
per share and (ii) options to acquire 400,000 shares of our common stock at
$0.25 per share, which are immediately exercisable.
(4) Consists of shares that may be acquired within sixty days of May 26, 2000
by exercise of incentive stock options that are vested.
(5) Less than 1%.
(6) Consists of shares that may be acquired within sixty days of May 26, 2000
by exercise of incentive stock options that are vested.
(7) Consists of (1) the 5,500,000 shares of record owned by Mr. Timcke (2) the
100,000 shares of record owned by Mr. Doutaz (3) the 1,987,500 shares that
may be acquired within sixty days of May 26, 2000 by exercise of incentive
stock options that are vested by Mr. Timcke, Mr. Doutaz, Mr. Anderson, and
Mr. Miedbrodt.
The Company may issue additional options to the Directors and Executive Officers
in the fiscal year ending January 31, 2001.
However, the Company is not aware of any arrangement, which might result in a
change in control in the future.
Section 16(a) Beneficial Ownership Reporting Compliance
Federal securities laws require the Company's directors and executive officers
and persons who own more than 10% of the Company's common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of any securities of the Company.
To the Company's knowledge all of the Company's directors, executive officers,
and greater-than-10% beneficial owners made all required filings on a timely
basis for the fiscal year ended January 31, 2000.
<PAGE>
PROPOSAL 2: NOMINATION, RATIFICATION, AND APPOINTMENT OF INDEPENDENT
ACCOUNTANTS
For the fiscal year ended January 31, 2000, the Company retained the accounting
services of Davidson & Company, chartered accountants, of Vancouver, British
Columbia.
The independent accountants for the Company are charged with undertaking to
provide the company with audited financial statements on a year-end basis for
filing with the Company's annual report to shareholders.
The Board of Directors recommends that the stockholders vote FOR approval of the
proposal that Davidson & Company, chartered accountants, be appointed the
Company's independent auditor for the fiscal year ending January 31, 2001.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below shows, for the last fiscal year (and first full fiscal year in
the Company's history), compensation paid to the Company's President and the
most highly paid executive officer serving at fiscal year end. For the fiscal
year ended January 31, 2000, the Company had two executive officers, which
received compensation under certain consulting agreements dated April 1, 1999.
The compensation information for these individuals is set forth below. We refer
to all these officers as the "Named Executive Officers."
The following table sets forth compensation information for our fiscal period
ended January 31, 2000:
Summary Compensation Table
<TABLE>
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All Other
Name and Fiscal Year Long Term Compensation(1)
Principal Position ended January Compensation Compensation ($)
31, 2000
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Salary Bonus Other Annual Securities
($) ($) Compensation ($) Under Options
(#)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Albert R Timcke January 31, 2000 $ 2,800 Nil Nil Nil (2) 56,000
- -------------------------------------------------------------------------------------------------------------------
Brian C. Doutaz(3) April 30, 1999 Nil Nil Nil Nil (4) 18,000
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These figures represent compensation paid to Mr. Timcke and Mr. Doutaz
pursuant to Consulting Agreements between the Company and said individuals
dated April 1, 1999. For more information on the consultant compensation
paid by the Company to Mr. Timcke and Mr. Doutaz for the fiscal year ended
January 31, 2000, please see Item 9 of the Financial Statements attached as
an exhibit to the Company's Form 10-KSB for fiscal year ended January 31,
2000, as filed on May 12, 2000.
(2) Does not include Mr. Timcke's (i) options to acquire 500,000 shares of
common stock at $0.10 per share and (ii) options to acquire 600,000 shares
of common stock at $0.25 per share. These options were granted pursuant to
a consulting agreement between the Company and Mr. Timcke dated May 1,
1999. These options expire on the earlier of May 15, 2005; thirty days
after the termination (except for death or disability) of Mr. Timcke as a
consultant to the company; or, one year after termination due to death or
disability.
(3) Mr. Doutaz resigned as a director, and as Secretary and Treasurer of the
Company, on April 7, 2000.
(4) Does not include Mr. Doutaz's (i) options to acquire 400,000 shares of
common stock at $0.10 per share and (ii) options to acquire 400,000 shares
of common stock at $0.25 per share. These options were granted pursuant to
a consulting agreement between us and Mr. Doutaz dated May 1, 1999. These
options expire on the earlier of May 15, 2005; thirty days after the
termination (except for death or disability) of Mr. Doutaz as a consultant
to the company; or one year after termination due to death or disability.
Stock Option Plan
On May 19, 1999, the Board of Directors of the Company approved the 1999 Stock
Option Plan (the "Plan"). The Plan provides for the grant of incentive and
non-qualified options to purchase up to
<PAGE>
1,500,000 shares of common stock to officers, directors, employees, and other
qualified persons that may be selected by the Plan Administrator (which
currently is the Board of Directors). The Plan is intended to help attract and
retain key Company employees and any other persons that may be selected by the
Plan Administrator and to give those persons an equity incentive to achieve the
objectives of the Company's shareholders.
Incentive stock options may be granted to any individual who, at the time of
grant, is an employee of the Company or any related corporation. Non-qualified
stock options may be granted to employees and to any other persons that may be
selected by the Plan Administrator. The Plan Administrator fixes the exercise
price for options in the exercise of its sole discretion, subject to certain
minimum exercise prices in the case of incentive stock options. Options will not
be exercisable until they vest according to a vesting schedule specified by the
Plan Administrator at the time of grant of the option.
Options are non-transferable except by will or the laws of descent and
distribution. With certain exceptions, vested but unexercised options terminate
on the earlier of: (i) the expiration of the option term specified by the Plan
Administrator at the date of grant (generally 10 years; or, with respect to
incentive stock options granted to greater-than 10% shareholders, a maximum of
five years); (ii) the date of an employee optionee's termination of employment
or contractual relationship with the Company or any related corporation for
cause; (iii) the expiration of three months from the date of an optionee's
termination of employment or contractual relationship with the Company or any
related corporation for any reason, other than cause, death or disability; or
(iv) the expiration of one year from the date of death of an optionee or
cessation of an optionee's employment or contractual relationship by death or
disability. Unless accelerated in accordance with the Plan, unvested options
terminate immediately on termination of employment of the optionee by the
Company for any reason whatsoever, including death or disability.
Option Grants In The Last Fiscal Year
During the fiscal year ended January 31, 2000, options were granted to the Named
Executive Officers as follows:
<TABLE>
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Name Number of Shares Date of Grant Date of Expiry Exercise Price
Under Option
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Albert R. Timcke 500,000 April 1, 1999 May 15, 2005 $0.10
- --------------------------------------------------------------------------------------------------------------------
600,000 April 1, 1999 May 15, 2005 $0.25
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Brian C. Doutaz(1) 400,000 April 1, 1999 August 7, 2000 $0.10
- --------------------------------------------------------------------------------------------------------------------
400,000 April 1, 1999 August 7, 2000 $0.25
- --------------------------------------------------------------------------------------------------------------------
TOTAL 200,000
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</TABLE>
(1) Mr. Doutaz resigned as a director and as Secretary and Treasurer of the
Company, on April 7, 2000.
Aggregated Option Exercises In Last Fiscal Year And Fiscal Year-End Option
Values
During the last fiscal year, none of the Named Executive Officers exercised
options to purchase shares of the Company's common stock.
Report of the Board of Directors on Executive Compensation
During 1999, the Board of Directors was responsible for establishing
compensation policy and administering the compensation programs of the Company's
executive officers.
<PAGE>
The amount of compensation paid by the Company to each of its directors and
officers and the terms of those persons' employment is determined solely by the
Board of Directors, except as otherwise noted below. The Company believes that
the compensation paid to its directors and officers is fair to the Company.
In the past, Albert R. Timcke has negotiated all executive salaries on behalf of
the Company. The Board of Directors believes that the use of direct stock awards
is at times appropriate for employees, and in the future intends to use direct
stock awards to reward outstanding service to the Company or to attract and
retain individuals with exceptional talent and credentials. The use of stock
options and other awards is intended to strengthen the alignment of interests of
executive officers and other key employees with those of the Company's
stockholders.
Compensation of Chief Executive Officer
Albert R. Timcke receives compensation as a consultant for his services as the
Company's President and Chief Executive Officer under a consulting agreement
between the Company and Mr. Timcke dated April 1, 1999.
Mr. Timcke received two options to acquire an aggregate of 1,100,000 shares of
the Company's common stock in the fiscal year ended January 31, 2000. See
"Summary Compensation Table -- Footnote 2." For the fiscal year ending January
31, 2001, Mr. Timcke will continue to be entitled to receive options to purchase
common stock of the Company under the Company's 1999 Stock Option Plan.
The Company does not intend to pay its directors compensation for the fiscal
year ended January 31, 2001. However, the Company may issue stock options to
directors and executive officers in the fiscal year ending January 31, 2001.
Certain Relationships And Related Transactions
During the year ended January 31, 2000, the following related party transactions
occurred:
1. The Company paid $2,800 in management fees to the Company president, Albert
R. Timcke.
2. The Company paid consulting fees of $51,500 to Albert R. Timcke and $18,000
in consulting fees to Brian C. Doutaz, a former director.
3. The Company issued Mr. Timcke options under a consulting agreement dated
April 1, 1999, as follows: (i) an option to acquire 500,000 shares of
common stock at $0.10 per share and (ii) an option to acquire 600,000
shares of common stock at $0.25 per share.
4. The Company issued Mr. Doutaz options under a consulting agreement dated
April 1, 1999, as follows: (i) an option to acquire 400,000 shares of
common stock at $0.10 per share and (ii) an option to acquire 400,000
shares of common stock at $0.10 per share.
During 1999, the Company paid only those salaries and other compensation to its
Named Executive Officers as set forth under the heading "Executive
Compensation."
<PAGE>
SHAREHOLDER PROPOSALS
Under Rule 14a-8e(2) of the Securities and Exchange Commission, stockholder
proposals intended for inclusion in next year's proxy statement must be directed
to the Corporate Secretary at Kidstoysplus.com Inc., 2924 Cliffe Avenue,
Courtenay, British Columbia, Canada, V9N 2L7, and must be received by January
26, 2001. Any stockholder proposal for next year's annual meeting submitted
after January 26, 2001 will not be considered filed on a timely basis with the
Company under SEC Rule 14a-4(c)(1). For proposals that are not timely filed, the
Company retains discretion to vote proxies it receives. For proposals that are
timely filed, the Company retains discretion to vote proxies it receives,
provided that (1) the Company includes in its proxy statement advice on the
nature of the proposal and how it intends to exercise its voting discretion and
(2) the proponent does not issue a proxy statement.
INDEPENDENT AUDITOR
Davidson & Company, Chartered Accountants, was the Company's independent auditor
for the fiscal year ended January 31, 2000. The year ended January 31, 2000, was
the first fiscal year in the Company's history. The Board of Directors for the
Company intends to continue to use Davidson & Company as the Company's
independent auditors for the fiscal year ending January 31, 2001, and proposes
to the shareholders of the Company that the same be nominated, ratified, and
appointed for the fiscal year ending January 31, 2001. Representatives of
Davidson & Company may be present at the annual meeting.
SOLICITATION OF PROXIES
The proxy card accompanying this proxy statement is solicited by the Board of
Directors. Proxies may be solicited by officers, directors, and other employees
of the Company, none of who will receive any additional compensation for their
services. Solicitations of proxies may be made personally or by mail, telephone,
telegraph, facsimile, or messenger. The Company will pay to persons holding
shares of common stock in their names or in the names of nominees, but not
owning such shares beneficially, such as brokerage houses, banks and other
fiduciaries, for the expense of forwarding soliciting materials to their
principals. All costs of soliciting proxies will be paid by the Company.
OTHER MATTERS
The Company is not aware of any other business to be acted on at the meeting. If
other business requiring a vote of the stockholders comes before the meeting,
the holders of the proxies will vote in accordance with their best judgment.
May 26, 2000
A copy of the Company's Annual Report on Form 10-KSB for fiscal year 1999,
containing information on operations filed with the Securities and Exchange
Commission, is available on written request. Please write to: Albert R. Timcke,
President, Kidstoysplus.com Inc., 2924 Cliffe Road, Courtenay, British Columbia,
Canada, V9N 2L7.
<PAGE>
PROXY
For the Annual Meeting of the Stockholders of
KIDSTOYSPLUS.COM INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints ALBERT R. TIMCKE and TIMOTHY J. ANDERSON, and each
of them, with full power of substitution, as proxies to vote the shares that the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on Friday, June 23, 2000 and at any adjournment thereof.
(Continued and to be signed on the reverse side)
................................................................................
FOLD AND DETACH HERE
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR NOT FOR FOR AGAINST ABSTAIN
1. Election of Directors: 2. Ratification and Appointment of
Independent Accountants Davidson & [ ] [ ] [ ]
TIMOTHY J. ANDERSON [ ] [ ] Company, Chartered Accountants of
Vancouver, British Columbia"
MARK McFARLAND [ ] [ ]
ALBERT R. TIMCKE [ ] [ ]
Except vote withheld from following
nominee(s) listed in space at right
I plan to attend the meeting. [ ]
This proxy, when properly
signed will be voted in the
manner directed herein by the
undersigned stockholder. IF
NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR
THE ELECTION OF THE NOMINEES
NAMED IN PROPOSAL 1 AND FOR
PROPOSAL 2.
IMPORTANT -- PLEASE SIGN
AND RETURN THIS PROXY
PROMPTLY. When shares are
held by joint tenants, both
should sign. When signing
as attorney, executor,
administrator, 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 an authorized
person.
</TABLE>
Signature(s) Dated
-------------------------------- --------------------
................................................................................
FOLD AND DETACH HERE
