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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 (AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[X] Preliminary proxy statement[ ]Confidential, For Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OXBORO MEDICAL INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
Kenneth Brimmer and Gary Copperud
(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):
(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:
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PRELIMINARY PROXY MATERIALS
OXBORO MEDICAL INTERNATIONAL, INC.
____________________________
PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF DIRECTORS
____________________________
SOLICITATION OF PROXIES IN FAVOR OF ELECTING
CERTAIN PERSONS TO THE BOARD OF DIRECTORS
TO: FELLOW SHAREHOLDERS OF OXBORO MEDICAL INTERNATIONAL:
This Proxy Statement is furnished by Kenneth Brimmer and Gary Copperud,
each beneficial owners of in excess of 5% of the Company's Common Stock
(hereinafter, the "Shareholders"), in connection with their solicitation of
proxies to be used at the annual meeting of shareholders of Oxboro Medical
International, Inc., a Minnesota corporation (the "Company"), on February 26,
1998 and at any adjournments, postponements or reschedulings thereof (the
"Annual Meeting"). The Annual Meeting is to be held at the Company's principal
executive offices located at 13828 Lincoln Street Northeast, Ham Lake,
Minnesota, 55304. At the Annual Meeting, the Company's current Board of
Directors is requesting a shareholder vote to elect its slate of two existing
directors. The Shareholders are proposing a slate of directors in opposition
to the current Board of Director's slate. Pursuant to this Proxy Statement,
the Shareholders are soliciting proxies from shareholders of the Company to
vote for a proposal (the "Proposal") to elect Kenneth Brimmer and Gary Copperud
to the two open Board of Director seats.
According to the Notice of Annual Meeting of Shareholders dated January
12, 1998, the Company has fixed February 26, 1998 as the date of the Annual
Meeting and January 16, 1998, as the record date for determining those
shareholders of the Company who will be entitled to vote at the Annual Meeting
(the "Record Date"). This Proxy Statement and the enclosed BLUE proxy card are
first being sent or are being given to shareholders in definitive form on or
about February 7, 1998.
THIS SOLICITATION IS BEING MADE BY THE SHAREHOLDERS AND NOT ON BEHALF
OF THE BOARD OF DIRECTORS OF THE COMPANY.
IF YOU HAVE ALREADY SENT A PROXY CARD TO THE BOARD OF DIRECTORS
OF THE COMPANY, YOU MAY REVOKE THAT PROXY AND VOTE FOR OF THE
PROPOSAL BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE PROXY CARD.
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HOW TO VOTE:
The Shareholders are soliciting your vote to elect them to the Board of
Directors of the Company. If, after reading this Proxy Statement, you want to
join the Shareholders in seeking to revitalize the Company and to help maximize
shareholder value:
MARK THE ENCLOSED BLUE PROXY CARD TO INDICATE YOUR VOTE TO ELECT
KENNETH W. BRIMMER AND GARY COPPERUD TO THE BOARD OF DIRECTORS OF
THE COMPANY.
SIGN THE ENCLOSED BLUE PROXY CARD.
DATE THE ENCLOSED BLUE PROXY CARD.
RETURN THE ENCLOSED BLUE PROXY CARD IN THE ENCLOSED ENVELOPE AS
SOON AS POSSIBLE.
YOUR VOTE, NO MATTER HOW MANY SHARES OF THE COMPANY THAT YOU OWN,
IS IMPORTANT TO US AND TO THE OTHER SHAREHOLDERS OF THE COMPANY.
THE SHAREHOLDERS STRONGLY RECOMMEND A VOTE FOR OF THE PROPOSAL TO ELECT
THE SHAREHOLDERS TO THE COMPANY'S BOARD OF DIRECTORS.
If you have any questinons or require any assistance in connection with
theses solicitations, please contact Gary Copperud at 970-217-6608.
BACKGROUND OF THE SOLICITATION
History
In March of 1997, Gary Copperud began to acquire the Company's Common
Stock for investment purposes. As indicated herein, between September and
November 1997, the Shareholders each acquired additional shares of the
Company's Common Stock. On December 8, 1997, each of the Shareholders filed a
Schedule 13D with the Securities and Exchange Commission. On December 9, 1997,
the Shareholders requested that an independent auditing firm be engaged at the
Company's expense, separate from the Company's independent accountants,
to review and evaluate certain issues regarding the Company including:
management compensation; Board fees; arrangements pursuant to which each of
Oxboro Outdoors and Project Heart was created, financed and structured. The
Company denied such request. On January 16, 1998, the Shareholders filed
Amendment No. 1 to Schedule 13D indicating that they had each respectively
purchased more of the Company's Common Stock and
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that the purpose of the acquisition is to promote change in the composition of
the Company's present Board of Directors and management.
The Shareholders presently believe that it is necessary to replace the two
current members of the Company's Board of Directors whose terms expire at the
Annual Meeting with the Shareholders in order to revitalize the Company and
enhance shareholder value. The Shareholders are dissatisfied with the
Company's deteriorating financial performance, excessive management
compensation and certain recent actions of the Company's Board of Directors and
management.
Accordingly, the Shareholders have decided to seek representation on the
Board of Directors of the Company and, to that end, intend to solicit proxies
from the shareholders of the Company with respect to the Annual Meeting
scheduled for February 26, 1998.
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Reasons not to Re-elect the Company's Board of Directors' proposed slate.
Set forth below is a summary of some of the reasons the Shareholders
believe it is in the best interests of all shareholders not to re-elect the
Company's Board of Directors' proposed slate and to elect the Shareholders to
the Company's Board of Directors.
1. Financial Decline
The Shareholders are concerned about the trends that have been in place
since 1992 wherein the Company's net income has declined each year. Under
present management, net income has declined every year since 1992 falling from
a profit of over $650,000 to a loss of $80,000 for fiscal 1996. The
Shareholders are also concerned that the Company's stock price and market value
have been in the same declining trend, causing the market capitalization of the
Company also to decline. The Shareholders believe that changes at the Company
could result in an end to these trends and that financial results and
shareholder value can be improved.
2. Excessive Managment Compensation
The Shareholders are also concerned that agreements between the Company
and its management and directors concerning compensation, including certain
voting arrangements, may have been completed on terms which have not been fair
and reasonable to the shareholders of the Company. While financial performance
has continued a steady decline, the Board of Directors at the same time granted
management an increased number of stock options and has enhanced a variety of
management compensation packages. The current Chief Executive Officer
compensation package is approximately eight percent (8%) of the Company's total
revenues for fiscal 1996. The Shareholders believe that the value of the
arrangements exceeds any reasonable compensation package for a company that has
approximately $4.8 million in annual revenues and a $2.5 million market
capitalization which is currently losing money. In the Shareholders' opinion,
the combined value of these packages is not justified based upon the Company's
performance.
3. Self Dealings
The Shareholders also question certain transactions which the Shareholders
believe raise serious questions concerning self-dealings by current management
that create a conflict of interest for the Company's Board of Directors.
Loans to Management- The Shareholders question the propriety of material
shareholder loans which, on the surface, appear to represent an effort to
further the existing relationships, which may only have served to erode
shareholder value.
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Oxboro Outdoors- The Company has incurred significant losses in
developing a business unit unrelated to its traditional business known as
Oxboro Outdoors. Oxboro Outdoors seeks to sell NFL and MLB liscensed fishing
lures. The Shareholders question the granting of royalty
interests to Company officers and directors for a line business which appears
to have been developed at considerable expense to the Company.
"Project Heart" Perhaps of greatest concern is the indication that
several of the compensation arrangements identified above, in addition to a
stock award agreement between management and the Company were approved at the
time the Company invested in "Project Heart", a limited partnership funded
primarily by the Company of which management had a significant ownership
interest. Under Project Heart, the voting power of a significant block of
voting stock was, for a period of time, ceded to current management for what
the Shareholders believe was of no apparent economic value to the Company or
its shareholders.
Finally, the Shareholders believe that the present non-officer directors
may have material conflicts of interest that impair their ability to exercise
appropriate fiduciary responsibility regarding the Company given the
compensation that they have received from the Company over the past few years.
The Shareholders believe that the election of outside directors who are not
parties to the aforementioned matters will further the interests of all
shareholders in initiating efforts to end the negative performance trends and
in reviewing the arrangements which appear to have resulted in the transfer of
shareholder value to officers and directors.
As shareholders of Oxboro, the Shareholders are very concerned that
further erosion of shareholder value may occur and that the rights and
interests of all shareholders of the Company be protected and represented as
the Company moves forward.
Reasons to elect the Shareholders to the Company's Board of Directors.
The Shareholders are the beneficial owners of 314,075 shares, or
approximately 11.81% of the 2,658,942 shares of the issued and outstanding
shares of the Company's Common Stock issued and outstanding at the Record Date.
As previously indicated, the Shareholders believe the current Board of
Directors is not representing the shareholders' of the Company's best
interests. The Shareholders also believe that the individuals proposed herein
in replacement of the two existing board members who have been renominated by
the Company's present Board of Directors will provide the experience,
objectivity and independence necessary to successfully lead the Company. The
Shareholders believe that new members of the Board of Directors will enhance
shareholder value and establish policies that will put the Company back on the
track for prosperity and growth in a rapidly evolving industry. At the present
time, the Shareholders seek to enhance and augment the current management team,
not replace them with the Shareholders or their associates.
PROPOSAL- ELECTION OF DIRECTORS
For the reasons stated above in "BACKGROUND OF THE SOLICITATION" and in
order to effect a change in the management of the Company, the Shareholders are
requesting that
The Shareholders also question the arrangements whereby Oxboro Outdoors was
created financed and structured.
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Kenneth W. Brimmer and Gary Copperud be elected to the Board of Directors of
the Company to the seats presently held by Dennis L. Mikkelson and Larry A.
Rasmusson.
SHAREHOLDER NOMINEES
KENNETH W. BRIMMER
Kenneth W. Brimmer, age 42. Mr. Brimmer has been President since April
1997 and a director since August 1996 of Rainforest Cafe, Inc., a
Minnesota-based restaurant/retail company. He has also served as Treasurer of
Rainforest Cafe, Inc. since September 1995. Since October 1990, Mr. Brimmer
has also been employed by Grand Casinos, Inc., and its predecessor, as Special
Assistant to the Chairman and Chief Executive Officer.
GARY COPPERUD
Gary Copperud, age 39, has been President/General Manager of CMM
Properties, L.L.C., a Colorado Limited Liability Company and an investment
company with holdings in real estate and stocks, since 1993. Previously, Mr.
Copperud was self-employed in the fields of securities and real estate
investment and real estate development.
As of the Record Date, Mr. Brimmer is the beneficial owner, but not the
record holder, of 150,000 shares, or 5.64%, of the Company's issued and
outstanding Common Stock and Mr. Copperud is the beneficial owner, but not the
record holder, of 164,075 shares, or 6.17% of the Company's issued and
outstanding Common Stock.
The following indicates information with respect to all securities of the
Company purchased or sold within the past two years by the Shareholders:
Kenneth W. Brimmer
<TABLE>
<CAPTION>
Date of Period No. of Shares Price or Range of Nature of
- -------------- ------------- Price Transaction
----- -----------
<S> <C> <C> <C>
09/23/97 to 12/03/97 30,000 $1.0195 to 1.27 Purchase
11/24/97 50,000 $1.06250 Purchase
01/08/98 70,000 $1.25 Purchase
</TABLE>
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Gary Copperud
<TABLE>
<CAPTION>
Date of Period No. of Shares Price or Range Nature of
- -------------- ------------- of Prices Transaction
--------- -----------
<S> <C> <C> <C>
03/10/97 to 33,232 $1.25 to $1.375 Purchase
03/25/97
05/12/97 to 30,000 $0.9375 to $1.0625 Sale
05/27/97
10/13/97 to 21,050 $1.00 to $1.125 Purchase
10/21/97
10/21/97 500 $1.00 Sale
11/04/97 to 5,740 $1.031 to $1.0625 Purchase
11/20/97
11/24/97 50,000 $1.0625 Purchase
11/24/97 1,653 $1.00 Purchase
11/25/97 to 21,900 $1.156 to $1.25 Purchase
12/30/97
01/07/98 61,000 $1.1875 to $1.25 Purchase
</TABLE>
Neither Mr. Brimmer nor Mr. Copperud holds or has held any position or
office with the Company, nor serves or has served as a director of the Company,
nor has any other interest in respect of this Proxy Statement nor in any matter
to be acted upon at the Annual Meeting. Neither Mr. Brimmer nor Mr. Copperud
have received compensation from the Company. Neither Mr. Brimmer nor Mr.
Copperud have any arrangement or understanding pursuant to which he is to be
elected as a director of the Company. In addition, none of such individuals
have been indebted to the Company or at any time had any interest in any
transaction or series of transactions in which the Company is or will be a
party. Neither Mr. Brimmer nor Mr. Copperud have any arrangement or
understanding with respect to future employment with the Company or with
respect to any future transactions with the Company.
VOTING YOUR SHARES
The Company has set January 16, 1998 as the Record Date for determining
the shareholders of the Company entitled to receive notice of, and to vote at,
the Annual Meeting. So long as you are a shareholder of record on the Record
Date and have not subsequently revoked your proxy, if the enclosed BLUE proxy
is properly executed, dated and returned, your shares will be voted as
directed on the BLUE proxy card, or if no direction is indicated thereon, FOR
the Shareholders' proposals.
Each share of the Company's Common Stock is entitled to one vote on all
matters to be voted on at the Annual Meeting. The affirmative vote of the
holders of a majority of the voting power of the minimum number of shares
entitled to vote that would constitute a quorum for transaction of business at
the meeting is required for approval of the Proposal. A shareholder who
abstains with respect to the Proposal is considered to be present and entitled
to vote on the
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Proposal at the Annual Meeting, and is in effect casting a negative vote, but a
shareholder who does not give authority to a Proxy to vote, or withholds
authority to vote, on the Proposal, shall not be considered present and
entitled to vote thereon.
Whether or not you plan to attend the Annual Meeting, we urge you to vote
FOR the Proposal by so indicating on the enclosed BLUE proxy card and
immediately mailing it in the enclosed envelope. You may do this even if you
have already sent in the (white) proxy solicited by the Company's current Board
of Directors. It is the last dated proxy that counts. Execution and delivery
of a proxy by a record holder will be presumed to be a proxy with respect to
all shares unless the proxy specifies otherwise.
You may revoke your proxy at any time prior to its exercise by attending
the Annual Meeting and voting in person (although attendance at the Annual
Meeting will not, in and of itself, constitute revocation of a proxy), by
signing and delivering (by any means, including facsimile) to the Secretary of
the Company prior to the vote at the Annual Meeting a proxy relating to the
same shares and bearing a later date, or by delivering (by any means, including
facsimile) a written notice bearing a date later than the proxy to the
Secretary of the Company. Unless revoked in the manner set forth above proxies
in the form enclosed will be voted at the Annual Meeting on the Proposal in
accordance with your instructions.
IF YOU HAVE ALREADY SENT A PROXY CARD TO THE BOARD OF DIRECTORS OF THE
COMPANY, YOU MAY REVOKE THAT PROXY AND VOTE FOR OF THE PROPOSAL BY SIGNING,
DATING AND MAILING THE ENCLOSED BLUE PROXY CARD.
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GENERAL
Solicitation of Proxies
The solicitation of proxies pursuant to this Proxy Statement is being made
by the Shareholders. Proxies may be solicited by mail, facsimile, telephone,
telegraph, in person and by advertisements. The total expenditures to date in
connection herewith have been approximately $10,000. The Shareholders estimate
that total expenditures in connection with this solication will aggregate
approximately $20,000. The Shareholders will personally bear the cost of this
solicitation although the Shareholders may seek reimbursement for all or some
of its expenses without Shareholder approval for such reimbursement unless such
approval is required by Minnesota law.
Other Matters and Additional Information
The Shareholders are unaware of any other matters to be considered at the
Annual Meeting. However, the Shareholders will bring before the Annual Meeting
such proposals as they believe to be appropriate. Should other proposals be
brought before the Annual Meeting, the persons named as proxies on the enclosed
BLUE proxy card will vote on such matters as they may determine in their sole
discretion.
Submission of Shareholder Proposals
Shareholder proposals for the 1998 Annual Meeting of Shareholders must be
received by the Company at its officers on or before September 23, 1998.
Company's Proxy Materials
Reference is made to the Company's proxy materials dated as of January 23,
1998 solicited by the Board of Directors of the Company for certain
information about the Company's principal owners and certain other matters
required to be disclosed by the Company.
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IF YOU WISH TO VOTE FOR THE ELECTION OF THE SHAREHOLDERS' NOMINEES TO THE BOARD
AND FOR THE PROPOSAL, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE
PROXY CARD IN THE ENCLOSED ENVELOPE.
THE SHAREHOLDERS
Kenneth W. Brimmer
Gary Copperud
February 6, 1998
IMPORTANT
Tell your Board what you think! Your vote is important. No matter how many
Shares you own, please give the Shareholders your proxy FOR the election of the
Shareholders' Nominees and FOR APPROVING THE PROPOSAL by taking three steps:
1. SIGNING the enclosed BLUE proxy card,
2. DATING the enclosed BLUE proxy card, and
3. MAILING the enclosed BLUE proxy card TODAY in the envelope provided.
If any of your Shares are held in the name of a brokerage firm, bank,
nominee or other institution, only it can vote such Shares and only upon
receipt of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the BLUE proxy
card representing your Shares.
If you have any questions or require any additional information concerning
this Proxy Statement, please contact Gary Copperud at the address listed
immediately below:
Gary Copperud
CMM Properties, LLC
c/o Peak to Peak Financial, LLC
1730 S. College Avenue, Box 20
Fort Collins, Colorado 80525
Telephone: 970-217-6608
Fax: 970-482-6295
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[BLUE]
OXBORO MEDICAL INTERNATIONAL, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS BEING SOLICITED BY
CERTAIN SHAREHOLDERS OF THE COMPANY
IN OPPOSITION
TO THE BOARD OF DIRECTORS OF
OXBORO MEDICAL INTERNATIONAL, INC.
FEBRUARY 26, 1998
The undersigned, a shareholder of Oxboro Medical International, Inc.,
hereby appoints Kenneth W. Brimmer and Gary Copperud, and each of them, as
proxies, with full power of substitution, to vote on behalf of the undersigned
the number of shares which the undersigned is then entitled to vote, at the
Annual Meeting of Shareholders of Oxboro Medical International, Inc. to be held
at 13828 Lincoln Street N.E., Ham Lake, Minnesota 55304, on Thursday, February
26, 1998, at 4:00 P.M., and at any and all adjournments or postponement
thereof, with all the powers which the undersigned would possess if personally
present, upon:
<TABLE>
<S><C>
(1) Election of Directors: /___/ FOR all nominees /___/ WITHHOLD AUTHORITY
(except as marked to to vote for all nominees listed below
the contrary below)
</TABLE>
KENNETH W. BRIMMER GARY COPPERUD
INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.
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KENNETH W. BRIMMER AND GARY COPPERUD (THE "SHAREHOLDERS") RECOMMEND THAT THE
SHAREHOLDERS VOTE "FOR" THE PROPOSAL.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE BEFORE RETURNING
IT IN THE ENCLOSED ENVELOPE.
(Continued, and TO BE COMPLETED AND SIGNED on the reverse side)
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If no box is marked above with respect to any particular proposal, the
undersigned will be deemed to vote "for" such proposal, except that the
undersigned will not be deemed to vote for the election or any person whose
name is written in the space provided above. The undersigned hereby revokes
all previous proxies relating to the shares covered hereby.
Dated February ___, 1998
______________________________________
______________________________________
(Shareholder must sign exactly as the
name appears at left. When signed as a
corporate officer, executor,
administrator, trustee, guardian,
etc., please give full title as such.
Both joint tenants must sign.)
