SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Check the appropriate box)
|X| Filed by the registrant
|_| Filed by a party other than the Registrant
|X| Preliminary proxy statement
|_| Confidential, for Use of the Commission
|_| Definitive proxy statement only (as permitted by Rule 14a-6(e)(2))
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
FINDERS KEEPERS, INC.
(Name of 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)(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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| 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:
(2) Form, Schedule or Registration Statement no.:
(3) Filing party:
(4) Date filed:
Finders Keepers, Inc.
711 Eastern Parkway
Brooklyn, New York 11213
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 21, 2000
Dear Stockholder:
You are cordially invited to attend the annual meeting
of stockholders(the "Annual Meeting") of Finders Keepers, Inc.
("Finders"), which will be held at noon Eastern Daylight Time on
Wednesday, July 5, 2000, at the offices of Finders Keepers, Inc.,
at 711 Eastern Parkway, Brooklyn, New York 11213.
At the Annual Meeting, certain proposals will be voted
upon by the holders of Finders' common stock. These proposals are
described in the enclosed Proxy Statement. Finders' Board of
Directors has unanimously approved each of these proposals and
recommends that you vote in favor of each of them.
Whether or not you plan to attend, to assure your
representation at the meeting, please carefully read the
accompanying Proxy Statement, which describes the matters to be
voted upon, and complete, sign, date, and return the enclosed
proxy card in the reply envelope provided. Should you receive
more than one proxy card because your shares are registered in
different names and addresses, please return each of them to
ensure that all your shares are voted. If you hold your shares of
Finders in street name and decide to attend the Annual Meeting
and vote your shares in person, please notify your broker to
obtain a ballot so that you may vote your shares. If you are a
holder of record of Finders shares and submit the enclosed proxy
card and then vote by ballot, your proxy vote will be revoked
automatically and only your vote will be counted. The prompt
return of your proxy card will assist us in preparing for the
Annual Meeting.
A letter from Finders' President and a copy of Finders'
2000 Annual Report on Form 10-KSB are also enclosed.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Devorah Zirkind
-----------------------
Devorah Zirkind
President
Brooklyn, New York
May 15, 2000
FINDERS KEEPERS, INC.
711 EASTERN PARKWAY
BROOKLYN, NEW YORK 11213
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 21,2000
General Information for Stockholders
The enclosed proxy card ("Proxy") is solicited on behalf
of the Board of Directors of Finders Keepers, Inc., a Nevada
corporation ("Finders"), for use at the 2000 annual meeting of
stockholders (the "Annual Meeting") to be held at noon Eastern
Daylight time on Wednesday, July 5,2000, at the offices of
Finders Keepers, Inc., at 711 Eastern Parkway, Brooklyn, New York
11213, and at any adjournment.
This Proxy Statement and the Proxy were first mailed to
the stockholders entitled to vote at the Annual Meeting on or
about June 30, 2000.
Record Date and Voting
The specific proposals to be considered and acted upon
at the Annual Meeting are described in detail in this Proxy
Statement. Stockholders of record at the close of business on May
15, 2000 are entitled to notice of, and to vote at, the Annual
Meeting. As of the close of business on that date, there were
outstanding and entitled to vote 11,554,416 shares of Finders'
common stock, par value $0.001 per share (the "Common Stock").
Each holder of Common Stock is entitled to one vote for each
share of Common Stock held by that stockholder on the record
date.
At the Annual Meeting, all holders of shares of Common
Stock will be asked to vote on proposals 1 and 2. A majority of
the votes cast by the holders of both Common Stock is required in
order to approve each of proposals 1 and 2.
If a choice as to the matters coming before the Annual
Meeting has been specified by a stockholder on a returned Proxy,
the shares will be voted accordingly. If no choice is specified,
the shares will be voted in favor of the election of each of the
directors proposed by the Board and in favor of proposal 2
described in the Notice of Annual Meeting and in this Proxy
Statement.
Abstentions and broker non-votes (that is, a Proxy
submitted by a broker or nominee that specifically indicates the
lack of discretionary authority to vote on the proposals) are
counted for purposes of determining the presence or absence of a
quorum for the transaction of business. Abstentions will have the
same effect as negative votes, whereas broker non-votes will not
be counted for purposes of determining whether a proposal has
been approved or not.
To ensure that your shares are voted at the Annual
Meeting, please complete, date, sign and return the enclosed
Proxy in the accompanying postage-prepaid, return envelope as
soon as possible.
Revocability of Proxies
Any stockholder giving a Proxy pursuant to this
solicitation may revoke it at any time prior to its exercise. A
stockholder of record may revoke a Proxy by filing with the
Secretary of Finders at its principal executive offices at 711
Eastern Parkway, Brooklyn, New York 11213 a duly executed Proxy
bearing a later date or by attending the Annual Meeting and
voting that stockholder's shares in person. Persons who hold
Finders shares in street name may revoke their Proxy by
contacting their broker to obtain a legal ballot and filing that
ballot bearing a later date with the Secretary of Finders at its
principal executive offices or by attending the Annual Meeting
and voting that legal ballot in person.
Solicitation
Finders will bear the entire cost of solicitation,
including preparing, assembling, printing and mailing the Notice
of Annual Meeting, this Proxy Statement, the Proxy and any
additional solicitation materials furnished to stockholders.
Copies of solicitation materials will be furnished to any
brokerage house, fiduciary or custodian holding shares in its
name that are beneficially owned by others, so that they may
forward the solicitation materials to the beneficial owners.
A letter from Finders' President as well as Finders'
Annual Report on Form 10-KSB for the year ended December 31, 1999
have been mailed with the Notice of Annual Meeting and Proxy
Statement to all stockholders entitled to notice of and to vote
at the Annual Meeting. The President's letter and the Annual
Report on Form 10-KSB are not incorporated into this Proxy
Statement and are not considered proxy soliciting material.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting, a Board of Directors consisting
of one director, will be elected to serve until the next annual
meeting of stockholders and until there successor(s) have been
duly elected and qualified or until her earlier resignation or
removal. The Board has selected one nominee. The person nominated
for election has agreed to serve if elected, and management has
no reason to believe that the nominee will be unavailable to
serve. Unless otherwise instructed, the Proxy holders will vote
the Proxies received by them in favor of the nominee named below.
Holders of shares of Common Stock vote together as a class for
the election of directors. If the nominee is unable or declines
to serve as a director, the Proxies may be voted for a substitute
nominee designated by the current Board. As of the date of this
Proxy Statement, the Board is not aware of any nominee who is
unable to or will decline to serve as a director.
The Board recommends that stockholders vote in favor of
the election of the following nominee, to serve as directors of
Finders until the next annual meeting of stockholders and until
their successors have been duly elected and qualified or until
their earlier resignation or removal.
Information With Respect to Nominees
Set forth below is information regarding the nominees.
NAME OF NOMINEE DIRECTOR SINCE AGE POSITION
Devorah Zirkind May, 1999 28 President/CEO
and Director
Business Experience of Nominees
Devorah L. Zirkind, President, Chief Executive Officer and
Director - Ms. Zirkind was educated at Hampstead Computer School
in Montreal, Quebec, Canada in 1986. In 1987, she served as an
administrative assistant at Chabad Lubavitch, where she handled
accounts receivables, assisted with coordinating fund-raising
events and maintained computerized records of donors and
contributors. In 1990, Ms. Zirkind moved to Brooklyn, New York
to work at Universal Strapping. While there, she handling
accounting duties, maintained computer systems and fulfilled
customer service responsibilities. Seven years later, Ms.
Zirkind joined the Sales and Collections Department at
Continental Cosmetics in New York City, where she set up new
accounts and maintained existing ones
Number of Directors; Relationships
Finders' Bylaws authorize the Board to fix the number of
directors serving on the Board. Since May of 1999, the number of
directors has been fixed at (1) one. Each director holds office
until the annual meeting of stockholders following the initial
election or appointment of that director and until that
director's successor has been duly elected and qualified, or
until that director's earlier resignation or removal. Officers
are appointed to serve at the discretion of the Board.
Board Meetings and Committees
The Board held two meetings during the 1999 fiscal year.
The director participated in or attended all meetings held during
the period that such director was a member of the Board.
The Board has an Audit Committee and a Compensation
Committee, but not a standing Nominating Committee. The Audit
Committee, which is currently composed of Devorah L. Zirkind,
reviews the professional services provided by Finders'
independent auditors and monitors the scope and results of the
annual audit; reviews proposed changes in Finders' financial and
accounting standards and principles; reviews Finders' policies
and procedures with respect to its internal accounting, auditing
and financial controls; makes recommendations to the Board on the
engagement of the independent auditors and addresses other
matters that may come before it or as directed by the Board of
Directors. The Audit Committee did not hold any meetings during
the 1999 fiscal year.
The Compensation Committee, which is currently composed
of Devorah Zirkind, sets the compensation for certain of Finders'
personnel. The Compensation Committee held two meetings during
the 1999 fiscal year.
Director Compensation
Board members are reimbursed for reasonable expenses
incurred in connection with attendance at meetings of the Board
and of Committees of the Board.
Each employee of Finders who is also a director of
Finders does not receive any additional compensation for his
service on the Board.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Officers
Certain information regarding the sole executive officer
is set forth below:
NAME AGE POSITION
Devorah Zirkind 28 President, Secretary and
Treasurer
Devorah L. Zirkind, President, Chief Executive Officer and
Director - Ms. Zirkind was educated at Hampstead Computer School
in Montreal, Quebec, Canada in 1986. In 1987, she served as an
administrative assistant at Chabad Lubavitch, where she handled
accounts receivables, assisted with coordinating fund-raising
events and maintained computerized records of donors and
contributors. In 1990, Ms. Zirkind moved to Brooklyn, New York
to work at Universal Strapping. While there, she handling
accounting duties, maintained computer systems and fulfilled
customer service responsibilities. Seven years later, Ms.
Zirkind joined the Sales and Collections Department at
Continental Cosmetics in New York City, where she set up new
accounts and maintained existing ones.
Compensation of Executive Officers
The following table reports the compensation paid or
accrued during the fiscal year ended December, 1999, for the most
highly paid Finders executive officers.
SUMMARY
COMPENSATION TABLE
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
Devorah Zirkind President and CEO $ 55,000
Long Term Incentive Plan Awards
No long term incentive plan awards were made to a Named
Officer during the last fiscal year.
Change of Control Transactions
Finders is not aware of any transactions resulting in a
change of control during fiscal year 1999.
Certain Relationships and Related Transactions
All transactions between Finders and its officers,
directors, principal stockholders and their affiliates are
approved by Devorah L. Zirkind. Finders believes that all of the
transactions set forth above were made on terms no less favorable
to Finders than could have been obtained from unaffiliated third
parties.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires Finders' officers, directors and persons who
are the beneficial owners of more than 10% of the Common Stock to
file initial reports of ownership and reports of changes in
ownership of the Common Stock with the Securities and Exchange
Commission (the "Commission"). Officers, directors and beneficial
owners of more than 10% of the Common Stock are required by
Commission regulations to furnish Finders with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms
furnished to Finders and certain written representations that no
other reports were required, Finders believes that, during the
period from inception to December 31, 1999, all officers,
directors and beneficial owners of more than 10% of the Common
Stock complied with all Section 16(a) requirements.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known
to Finders with respect to the beneficial ownership of Common
Stock as of May 15, 2000, by (i) all persons who are beneficial
owners of 5% or more of the Common Stock, (ii) each director and
nominee, (iii) the Named Officers in the Summary Compensation
Table above and (iv) all directors and executive officers as a
group.
The number of shares beneficially owned is determined under
rules promulgated by the Commission, and the information is not
necessarily indicative of beneficial ownership for any other
purpose. Under those rules, beneficial ownership includes any
shares as to which the individual has sole or shared voting power
or investment power and also any shares which the individual has
the right to acquire within 60 days of March 15, 2000, through
the exercise or conversion of any stock option, convertible
security, warrant or other right. The inclusion in the table of
those shares, however, does not constitute an admission that the
named stockholder is a direct or indirect beneficial owner of
those shares. Unless otherwise indicated, each person or entity
named in the table has sole voting power and investment power (or
shares that power with that person's spouse) with respect to all
shares of capital stock listed as owned by that person or entity.
NAME AND ADDRESS NUMBER OF PERCENT OF
CERTAIN BENEFICIAL HOLDERS: SHARES OUTSTANDING(1) TOTAL SHARES
MANAGEMENT 8,655,000 86.55%
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Under the present rules of the Commission, the deadline
for stockholders to submit proposals to be considered for
inclusion in Finders' Proxy Statement for the next year's annual
meeting of stockholders is May 28, 2000. Such proposals may be
included in next year's Proxy Statement if they comply with
certain rules and regulations promulgated by the Commission. The
date of next year's annual meeting of stockholders has not yet
been fixed; if Finders fixes a date that is more than 30 days
earlier or later than the date of this year's annual meeting,
Finders will specify a revised deadline in a Form 10-QSB filed
with the Commission.
FORM 10-KSB
Finders filed a Form 10-KSB for the year ended December
31, 1999 with the Commission. A copy of this Form 10-KSB has been
mailed concurrently with this Proxy Statement to all stockholders
entitled to notice of and to vote at the Annual Meeting. The Form
10-KSB is not incorporated into this Proxy Statement and is not
considered proxy soliciting material. Stockholders may obtain
additional copies of this report, without charge, by writing to
Investor Relations, Finders Keepers, Inc., 711 Eastern Parkway,
Brooklyn, New York 11213.
OTHER MATTERS
Finders knows of no other matters that will be presented
for consideration at the Annual Meeting. If any other matters
properly come before the Annual Meeting, it is the intention of
the person named in the enclosed form of Proxy to vote the shares
they represent as the Board may recommend. Discretionary
authority with respect to such other matters is granted by the
execution of the enclosed Proxy.
THE BOARD OF DIRECTORS
Dated: May 15, 2000
FINDERS KEEPERS, INC.
PROXY
ANNUAL MEETING OF STOCKHOLDERS, July 15, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
FINDERS KEEPERS, INC.
The undersigned revokes all previous proxies,
acknowledges receipt of the Notice of the Annual Meeting of
Stockholders to be held July 5, 2000 and the Proxy Statement and
appoints Devorah Zirkind the Proxy of the undersigned, with full
power of substitution, to vote all shares of Common Stock of
Finders Keepers, Inc. ("Finders") that the undersigned is
entitled to vote, either on her own behalf or on behalf of any
entity or entities, at the Annual Meeting of Stockholders of
Finders to be held at the offices of Finders Keepers, at 711
Eastern Parkway, Brooklyn, New York 11213, on July 15, 2000 at
noon Eastern Daylight Time (the "Annual Meeting"), and at any
adjournment or postponement thereof, with the same force and
effect as the undersigned might or could do if personally present
at the Annual Meeting. The shares represented by this Proxy shall
be voted in the manner set forth below.
1. To elect one director to serve on the Board of
Directors for the ensuing year and until their respective
successors are duly elected and qualified:
To withhold authority
to vote for
any nominees, FOR
enter their name
NAME or names below:
Devorah L. Zirkind__________________|_|
____________________________________|_|
____________________________________|_|
____________________________________|_|
____________________________________
2. To transact such other business as may properly come
before the Annual Meeting and any adjournment or adjournments
thereof.
FOR |_| AGAINST |_| ABSTAIN |_|
The Board of Directors recommends a vote in favor of the
director listed above and a vote in favor of the other proposals.
This Proxy, when properly executed, will be voted as specified
above. If no direction is made, this Proxy will be voted in favor
of the election of the directors listed above and in favor of the
other proposals.
Please print the stockholder name exactly as it appears
on this Proxy. If the shares are registered in more than one
name, the signature of each person in whose name the shares are
registered is required. A corporation should sign in its full
corporate name, with a duly authorized officer signing on behalf
of the corporation and stating his or her title. Trustees,
guardians, executors, and administrators should sign in their
official capacity, giving their full title as such. A partnership
should sign in its partnership name, with an authorized person
signing on behalf of the partnership.
------------------------------
(Print name)
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(Authorized Signature)
Date:______________________________
