SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by 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-12
QUIKSILVER INTERNATIONAL HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
Board of Directors -- Quiksilver International Holdings, Inc.
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(Name of Person(s) Filing Proxy Statement)
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:
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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.
[ ] 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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QUIKSILVER INTERNATIONAL HOLDINGS, INC.
Suite 104-1456 St. Paul St.,
Kelowna, British Columbia, Canada V1Y 2E6
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held on Monday, April 24, 2000
This Proxy Statement and the accompanying proxy are furnished to the
shareholders of Quiksilver International Holdings, Inc. (the "Company") in
connection with the solicitation of proxies by the Board of Directors for use at
the 2000 Annual Meeting of Shareholders (the "Annual Meeting"). The Annual
Meeting will be held on Monday, April 24, 2000, beginning at 9:00am at the
Company's headquarters, located at Suite 104-1456 St. Paul St., Kelowna, British
Columbia, Canada V1Y 2E6, and at any postponements or adjournments of the Annual
Meeting. The Annual and Interim Report of the Company for the year ended
September 30, 1999 and the three month period ended December 31, 1999, the
Notice of Annual Meeting, this Proxy Statement and the enclosed proxy were
initially mailed to the shareholders on or about March 29, 2000. The enclosed
proxy is being solicited by the Board of Directors of the Company.
The Company is paying all costs of preparing, assembling and mailing
this Proxy Statement. The Company has made arrangements to forward copies of
proxy materials to brokerage houses, custodians, nominees and fiduciaries for
forwarding of proxy soliciting material to the beneficial owners of the Common
Stock of the Company at the Company's expense. In addition to the solicitation
of proxies by mail, some of the officers, directors and regular employees of the
Company may without additional compensation solicit proxies by telephone or
personal interview. The Company will bear the costs of these solicitations.
Voting and Revocability of Proxies
Shareholders are encouraged to complete the enclosed proxy and return
it to the Company as soon as possible. Any person who completes the enclosed
proxy may revoke it at any time prior to its exercise by delivering to the
Secretary of the Company either a signed statement revoking the proxy or a
properly executed proxy bearing a later date. A shareholder may also revoke a
proxy by attending the Annual Meeting and voting his or her shares personally.
Proxies that have been properly dated, signed and returned will be voted in
accordance with the instructions given by the shareholder. If a proxy is signed
and returned but no voting instructions are given, each valid proxy will be
voted in the election of directors FOR those nominees presented by the Board of
Directors and FOR approval of Cordovano & Harvey, P.C. as the independent
auditors of the Company. Should any other business properly come before the
Annual Meeting, the person or persons named as the proxy shall be allowed to
vote on such matter as that person or those persons determine in his, her or
their sole discretion.
Abstentions will be counted as shares present or represented and
entitled to vote for the purposes of determining whether a quorum exists at the
Annual Meeting. Broker non-votes are deemed to be not present for the purposes
of determining whether a quorum exists.
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Shareholders of record as of the close of business on March 24, 2000
are entitled to notice of the Annual Meeting and to vote in person or by proxy.
The Common Stock of the Company (the "Common Stock") is the only class of
outstanding securities entitled to vote at the Annual Meeting. As of the close
of business on March 24, 2000, there were 500,000 shares of Common Stock
outstanding and entitled to vote. The presence of a majority of the outstanding
shares of Common Stock, either in person or by proxy, will constitute a quorum
at the Annual Meeting.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors shall consist
of between one and five members, with the exact number of directors between one
and five to be determined by the Board of Directors. The Board of Directors has
set the number of directors at two, and there are currently two members of the
Board of Directors.
Persons may be nominated for election to the Board of Directors by the
shareholders upon the making of a proper motion at the Annual Meeting.
Two directors are to be elected at the Annual Meeting to serve until
the following annual meeting of shareholders. The Board of Directors will
present at the Annual Meeting for election and recommends a vote FOR the
following nominees: Bob Hemmerling and Devinder Randhawa. Each nominee was
recommended unanimously by the Board of Directors for presentation to the
shareholders for election at the Annual Meeting. Each nominee is currently a
member of the Board of Directors.
Persons receiving a plurality of the votes cast at the Annual Meeting
will be elected to the Board of Directors. A "plurality" means that the
individuals who receive the largest number of votes cast are elected as
directors up to the maximum number of directors to be chosen. Votes against any
candidate and any shares not voted (such as by abstention or broker non-votes)
will have no impact on the election of directors. All proxies will be voted FOR
the election of each of these nominees unless authority to vote for the election
of any nominee or nominees is withheld by the shareholder giving the proxy. If
any nominee should unexpectedly decline or be unable to act as a director, the
proxies may be voted for a substitute nominee to be designated by the Board of
Directors. The Board of Directors does not believe that any nominee will decline
to serve.
Shareholders are entitled to one vote for each share held.
Background information with respect to the two nominees for election to
the Board of Directors is set forth below.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
Robert Hemmerling, President and chairman of the Company, was appointed
to his positions with the Company on April 22, 1997. In addition to his
positions with the Company, since
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September 1996, Mr. Hemmerling has been employed with Strathmore Resources,
Ltd., Kelowna, British Columbia in the investor relations department. Strathmore
Resources is engaged in the business of acquiring and developing uranium
properties. Prior, from January 1996 through August 1996, Mr. Hemmerling was
unemployed. From January 1992 through December 1995, Mr. Hemmerling was an
electrician with Concord Electric, Kelowna, British Columbia. He devotes only
such time as necessary to the business of the Company, which time is expected to
be nominal.
Devinder Randhawa, Secretary, Treasurer and a director, was appointed
to his positions with the Company on April 22, 1997 Upon completing his MBA in
1985, Mr. Randhawa has been in the venture capital/corporate finance
(sub-investment banking). Mr. Randhawa was either a registered representative or
an analyst for 8 years before founding RD Capital Inc. RD Capital, Inc. is a
privately held consulting firm assisting emerging companies in the resource and
non-resource sectors. Mr. Randhawa was the founder of startup's such as First
Smart Sensor and Strathmore Resources Ltd. Mr. Randhawa received a Bachelors
Degree in Business Administration with Honors from Trinity Western College of
Langley, British Columbia in 1983 and received his MBA from the University of
British Columbia in 1985. He devotes only such time as necessary to the business
of the Company, which time is expected to be nominal.
Directors are elected at annual meetings of the shareholders to terms
which extend until the following annual meeting. Officers are appointed by, and
serve at the discretion of, the Board of Directors.
The Board of Directors met once in 2000 as of the date of this Proxy
Statement. Each director has attended all of the meetings of the Board of
Directors during such period as that director has been a member of the Board of
Directors.
No members of the Board of Directors are currently compensated for
attending meetings of the Board of Directors.
There are no agreements between the Company and any of its officers or
directors which concern changes of control of the Company.
Reports under Section 16(a) of the Exchange Act
Pursuant to Rule 16a-2(a), the Company's directors, executive officers
and principal shareholders were not required to file an initial Form 3. However,
these persons will have to file a Form 5 with in 45 days of the Company's fiscal
year end, which is September 30, 2000.
SECURITIES OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
<TABLE>
The following table sets forth certain information regarding the number
of shares of the voting securities which each director, each nominee for
election to the Board of Directors the percentage of shares which the executive
officers and directors owned as a group as of March 24, 2000. The only class of
equity securities which has a present right to vote in elections of directors is
the Common Stock.
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<CAPTION>
Director Number of Shares Percent
Name(1) Since Address Beneficially Owned of Class
<S> <C> <C> <C> <C>
Bob Hemmerling 1997 Suite 104-1456 St. Paul St., 152,000 30.4
Kelowna, British
Columbia, Canada V1Y
2E6
Devinder Randhawa 1997 Suite 104-1456 St. Paul St., 152,000 30.4
Kelowna, British
Columbia, Canada V1Y
2E6
All Executive Officers and Directors 304,000 60.8
</TABLE>
EXECUTIVE COMPENSATION
Compensation of Executive Officers
None of our officers and/or directors receive any compensation for
their respective services rendered unto the Company, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to occur until the
we have generated revenues from operations after consummation of a merger or
acquisition. As of the date of this registration statement, the Company has no
funds available to pay directors. Further, none of the directors are accruing
any compensation pursuant to any agreement with the Company.
PROPOSAL NUMBER 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has selected Cordovano & Harvey, P.C.
("Cordovano & Harvey") as the independent auditors for the Company for the
fiscal year ending September 30, 2000.
On January 19, 2000, the Company was informed by J.D. Kish, CPA, the
engagement partner responsible for the Company's audit, that Kish, Leake &
Associates, P.C. ("Kish, Leake") was resigning. On January 21, 2000, the Company
retained the firm of Cordovano & Harvey, P.C. as its new auditors. The Board of
Directors made this determination after receiving a recommendation from Kish,
Leake.
The report of Kish, Leake & Associates, P.C. on the financial
statements of the Company did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles. The Company has had no disagreements with its former
principal accountants on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of
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the former principal accountants, would have caused it to make reference to the
subject matter of the disagreements in connection with its report relating to
its audit for the Company.
It is not anticipated that representatives of Cordovano & Harvey or
Kish, Leake will be present at the Annual Meeting. If representatives are
present, they will be provided an opportunity to make a statement should they
wish to do so and to respond to appropriate questions.
The Board of Directors recommends a vote "FOR" approval of Cordovano &
Harvey as the Company's independent auditors for the fiscal year ending
September 30, 2000.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR
2001 ANNUAL MEETING OF SHAREHOLDERS
The 2001 Annual Meeting of Shareholders has been scheduled to take
place on April 23, 2001. Shareholder proposals for presentation at that meeting
must be received by the Company by no later than January 15, 2001.
OTHER BUSINESS
It is not intended that any business other than that set forth in the
Notice of Annual Meeting and more specifically described in this Proxy Statement
will be brought before the Annual Meeting. If any other business should properly
come before the Annual Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote in accordance with their best judgment on that
business or any matters dealing with the conduct of the Annual Meeting pursuant
to the discretionary authority granted in the proxy.
By Order of the Board of Directors,
/s/Devinder Randhawa
----------------------
Devinder Randhawa,
Secretary
March 24, 2000
Upon written request of any person whose proxy is being solicited hereby, the
Company will provide without charge a copy of the Company's Annual Report on
Form 10-KSB for the year ended September 30, 1999, which was filed with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
including the financial statements and schedules thereto, but without exhibits.
All such requests may be directed to: Devinder Randhawa, Secretary, Quiksilver
International Holdings, Inc., Suite 104- 1456 St. Paul St., Kelowna, British
Columbia, Canada V1Y 2E6.
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Appendix A
PROXY
QUIKSILVER INTERNATIONAL HOLDINGS, INC.
The undersigned, owner of shares of corporate stock the number and The
undersigned, owner of shares of corporate stock the number and description of
which are set forth below, appoints Devinder Randhawa and Bob Hemmerling, and
each of them, with full power of substitution and revocation, to act as the
undersigned's proxy holder at the meeting specified, and any adjournment of that
meeting.
Type of meeting: Annual
Date of meeting: April 24, 2000
Place of meeting: Suite 104-1456 St. Paul St., Kelowna, British Columbia,
Canada V1Y 2E6
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE
PROPOSALS DESCRIBED IN THE ATTACHED PROXY STATEMENT AND IN THE DISCRETION OF THE
PROXIES UPON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
The proxy holder shall be entitled to cast the number of votes the
undersigned would be entitled to cast if personally present, for or against any
proposal, including the election of members of the board of directors, and any
and all other business that may come before the meeting.
The undersigned hereby acknowledges receipt of the accompanying Notice
of Meeting and Proxy Statement for the Meeting to be held on April 24, 2000.
Dated: __________________, 2000
_________________________________________
Signature
_________________________________________
Print name of shareholder
Number and class of shares held: _______________
INSTRUCTIONS TO SHAREHOLDER: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON
YOUR STOCK CERTIFICATE. JOINT SHAREHOLDERS SHOULD EACH SIGN PERSONALLY. IF
SIGNED BY AN ATTORNEY-IN-FACT, ATTACH THE POWER OF ATTORNEY. RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
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BALLOT
QUIKSILVER INTERNATIONAL HOLDINGS, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 24, 2000
A. Name of Shareholder(s): (Please print name(s) exactly as they appear on your
certificate)
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Printed name(s)
B. If voting party is other than the owner of the shares, state capacity in
which voting party is acting (e.g., proxy holder, trustee):
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C. Number of shares being voted: ________________
UNLESS OTHERWISE DESIGNATED, THIS BALLOT SHALL BE CONSIDERED TO BE A VOTE OF ALL
OF THE SHARES THAT THE UNDERSIGNED IS ENTITLED TO VOTE. A VOTE TO ABSTAIN SHALL
BE CONSIDERED A VOTE AGAINST.
WRITTEN BALLOT
Election of directors for the coming year: (Vote only for 2)
Nominee For Withhold
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Bob Hemmerling _______________ _____________
Devinder Randhawa _______________ _____________
Ratification of the appointment of Cordovano & Harvey, P.C. as independent
public accountants.
For Against Abstain
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ALL BALLOTS MUST BE SIGNED.
For Shareholders Voting in Person:
_______________________________________
Signature(s)
_______________________________________
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Print name(s) exactly as on certificate
For Shares Being Voted by Proxy (attach proxy):
_______________________________________
Printed name of proxy holder
_______________________________________
Printed name(s) of holder(s) of record
By: ___________________________________
Signature of proxy holder
