<PAGE> 1
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 [X]
Filed by a Party other than the Registrant [ ]
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 sec. 240.14a-11(c) or sec. 240.14a-12
STRIKER INDUSTRIES, 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)(l) 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:
- --------------------------------------------------------------------------------
<PAGE> 2
May 21,1997
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
on Monday, June 2, 1997 at the Omni Houston Hotel in Houston, Texas.
At this year's Annual Meeting, you are being asked to (i) vote for the
election as Directors of the three individuals nominated by the Company's Board
of Directors, (ii) approve an amendment to the Company's Certificate of
Incorporation to effect a 1-for-2.5 reverse stock split of the issued Common
Stock of the Company and (iii) ratify the Board of Directors' appointment of
KPMG Peat Marwick as the Company's auditors for the current year.
Delaware law requires that the Directors of the Company be elected by
the stockholders and that any amendment of the Company's Certificate of
Incorporation be approved by the favorable vote of a majority of the
outstanding shares of the Company's Common Stock. Your vote on these matters is
important.
The Board of Directors and I believe that retention of each member of the
current Board of Directors, approval of the proposal to effect the reverse stock
split more fully described in the enclosed Proxy Statement and ratification of
the appointment of the Company's auditors are in the best interests of the
Company and its stockholders. Since the failure to cast a vote may result in
delays regarding these important matters, it is vital that you sign and mail the
enclosed proxy card promptly.
The Board of Directors recommends that you vote FOR each of the
individuals nominated for election as a Director; FOR amendment of the
Company's Certificate of Incorporation to effect the reverse stock split; and
FOR ratification of the appointment of the Company's auditors.
Very truly yours,
David A. Collins
President and Chief Executive Officer
<PAGE> 3
STRIKER INDUSTRIES, INC.
ONE RIVERWAY, SUITE 2450
HOUSTON, TEXAS 77056
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 2, 1997
--------------------------
Notice is hereby given that the annual meeting (the "Annual Meeting")
of the stockholders of Striker Industries, Inc., a Delaware corporation (the
"Company"), will be held at the Omni Houston Hotel, Four Riverway, Houston,
Texas on Monday, June 2, 1997 at 10:00 a.m., Houston time, for the following
purposes:
1. To elect three Directors of the Company.
2. To consider and act upon a proposal to amend the Certificate of
Incorporation of the Company to effect a 1-for-2.5 reverse stock split (the
"Reverse Stock Split") of the issued (but not the authorized and unissued)
Common Stock of the Company, including shares of Common Stock of the Company
held by it as treasury shares, in connection with which Reverse Stock Split one
new share of Common Stock would be exchanged for every two and one half shares
of Common Stock issued as of the effective date of the amendment, and the par
value of the Common Stock, both issued and authorized but unissued shares, would
be increased from $0.20 per share to $0.50 per share.
3. To act upon ratification of the appointment by the Board of
Directors of KPMG Peat Marwick. LLP as auditors of the Company for the ensuing
year.
4. To address any other business that may properly come before the
Annual Meeting.
A record of the stockholders has been taken as of the close of business
on May 19, 1997, and only those stockholders of record on that date will be
entitled to notice of and to vote at the Annual Meeting. A list of stockholders
will be available commencing May
<PAGE> 4
23, 1997, and may be inspected prior to the Annual Meeting during normal
business hours at the offices of the Company at One Riverway, Suite 2450,
Houston, Texas 77056.
Your participation in the Company's affairs is important. To ensure
your representation, if you do not expect to be present at the Annual Meeting,
please sign and date the enclosed proxy card and return it promptly in the
enclosed postage-prepaid envelope which has been provided for your convenience.
The prompt return of proxy cards will ensure a quorum and save the Company the
expense of further solicitation.
By Order of the Board of Directors.
Matthew D. Pond
Chief Financial Officer and Secretary
<PAGE> 5
STRIKER INDUSTRIES, INC.
One Riverway, Suite 2450
Houston Texas 77056
PROXY STATEMENT
REGARDING
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
JUNE 2, 1997
-------------------------------
This Proxy Statement is being mailed to stockholders commencing on or
about May 21, 1997, in connection with the solicitation by the Board of
Directors (the "Board") of Striker Industries, Inc., a Delaware corporation
(the "Company"), of proxies to be voted at the Annual Meeting (the "Annual
Meeting") of stockholders to be held in Houston, Texas on Monday, June 2, 1997
(the "Annual Meeting Date"), and upon any adjournment thereof, for the purposes
set forth in the accompanying notice. Proxies will be voted in accordance with
the directions specified thereon and otherwise in accordance with the judgment
of the persons designated therein as the appointed holders of the proxies.
Proxies marked as abstaining on any matter to be acted on by the stockholders
will be treated as present at the Annual Meeting for the purpose of determining
a quorum, but will not be counted as votes cast on the matter. Any proxy on
which no direction is specified will be voted : (i) FOR each of the nominees
for Director named herein, (ii) FOR amendment of the Certificate of
Incorporation of the Company to effect a 1-for-2.5 reverse stock split (the
"Reverse Stock Split") of the issued (but not the authorized and unissued)
Common Stock of the Company, including shares of the Company's Common Stock
held by it as treasury shares, and (iii) FOR ratification of the appointment of
KPMG Peat Marwick, LLP as auditors of the Company for the current year, and
otherwise in accordance with the judgment of the appointed holders of the
proxies. A stockholder may revoke a proxy by: (i) delivering to the Company
written notice of revocation, (ii) delivering to the Company a proxy signed on
a later date, or (iii) appearing at the Annual Meeting and voting in person.
<PAGE> 6
May 21, 1997
TABLE ON CONTENTS
-------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
OUTSTANDING VOTING SECURITIES 3
ELECTION OF DIRECTORS 3
Information Regarding the Nominees 3
Activity, Structure and Compensation of the Board of Directors
and Certain Committees 4
Vote Required for Election 4
AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO
EFFECT A REVERSE STOCK SPLIT 5
Proposed Charter Amendment 5
Purpose and Effect of the Amendment 5
Exchange of Stock Certificates; No Fractional Share Interests 6
Federal Income Tax Consequences 7
Vote Required for Amendment 7
RATIFICATION OF APPOINTMENT OF AUDITORS 7
REPORT ON EXECUTIVE COMPENSATION 8
Summary of Compensation 8
Option Grants 9
Aggregate Option Exercises 9
Employment Agreements 9
Performance Graph 10
Board of Directors Compensation Report 11
OTHER INFORMATION 11
Principal Stockholders 12
Executive Officers 12
Board of Director Interlocks 13
Compliance With Section 16(a) of the Exchange Act 13
FINANCIAL AND OTHER INFORMATION 13
MISCELLANEOUS MATTERS 14
ANNEX A: Proposed Amendment to Article V of the Company's
Certificate of Incorporation
</TABLE>
2
<PAGE> 7
OUTSTANDING VOTING SECURITIES
As of May 19, 1997, the record date (the "Record Date") for the
determination of stockholders entitled to vote at the Annual Meeting, there
were issued, outstanding and entitled to vote 10,912,564 shares of the
Company's Common Stock (the "Common Stock"). The Delaware General Corporation
Law, the Company's Certificate of Incorporation and the Company's Bylaws
prescribe that each share of Common Stock entitles the holder to one vote.
ELECTION OF DIRECTORS
At the Annual Meeting, three Directors are to be elected, each Director
to hold office until the next annual meeting of stockholders and until his
respective successor is elected and qualified. The persons named in the
accompanying proxy card (the "Nominees") have been nominated by the Board of
Directors, except as otherwise indicated, and unless authority is withheld, the
persons appointed as proxies in the accompanying proxy intend to vote for the
Nominees for election to the Board of Directors. If any Nominee should become
unavailable for election, the persons named as proxies in the accompanying
proxy card will vote the shares represented thereby for the election of such
other person as the Board of Directors may recommend, unless the Board reduces
the number of Directors; however, the Board of Directors is not aware of any
circumstances likely to render any Nominee unavailable.
INFORMATION REGARDING THE NOMINEES
Certain information regarding each of the Nominees as of March 31, 1997
is set forth in the following table:
<TABLE>
<CAPTION>
Beneficial Ownership
of Common Stock (1)
-----------------------
Amount and
Director Nature of Percent
Name Position Held Age Since Ownership of Class
<S> <C> <C> <C> <C> <C>
David A. Collins Chairman of the 44 1993 2,340,481(2) 20.1%
Board, President Direct
and Chief Executive
Officer; Director
William B. Locander Director 52 1993 0 0%
Matthew D. Pond Chief Financial Of-
ficer, Secretary and
Treasurer; Director 33 1993 420,000(3) 3.7%
All Nominees as a group (2) (3) 2,760,481 22.9%
</TABLE>
3
<PAGE> 8
- -------------------------------
(1) Each person has sole voting and investment power with respect to the
shares, except as otherwise specified, and is a United States citizen.
The address of each of Messrs. Collins and Pond is One Riverway, Suite
2450, Houston, Texas 77056. The address of Mr. Locander is 6303 MacLaurin
Drive, Tampa, Florida 33647.
(2) Includes 750,000 shares that may be acquired upon the exercise of vested
exercisable options.
(3) Includes 395,000 shares that may be acquired upon the exercise of vested
exercisable options.
DAVID A. COLLINS has served as President and Chief Executive Officer of
the Company from January 1993 to the present, and as a director and officer
(Chief Executive Officer, May 1992) of Striker Holdings, Inc. and its
wholly-owned subsidiary, Striker Paper Corporation, January 1991 to the
present. Mr. Collins also served as President, principal and managing director
of Serfin Securities, Inc. (formerly "OBSA International, Inc."), a
broker-dealer subsidiary of Grupo Financero Serfin, S.A. de C.V., the Mexican
holding company of Operadora de Bolsa, S.A. de C.V., a publicly-traded Mexican
broker-dealer, January 1988 to June 1992.
WILLIAM B. LOCANDER has been Chairman and Frank Harvey Professor of
Marketing and Quality in the Department of Marketing of the University of South
Florida from 1992 to the present and has served as Distinguished Professor of
Marketing and Phillips Consumer Electronics Faculty Scholar in the Department
of Marketing and Transportation at the University of Tennessee at Knoxville,
from 1983 to 1992. Mr. Locander has served as a member of the Board of
Examiners for the Malcolm Baldridge National Quality Award, 1991 and 1992;
Chairman of the American Marketing Association Strategic Planning Committee,
1989 to 1990; and President of the American Marketing Association, 1988 to
1989.
MATTHEW D. POND, the Chief Financial Officer, Secretary and Treasurer
of the Company, a position he has held from December 1993 to the present.
Mr. Pond served only as Chief Financial Officer of the Company from September
to December 1993. Mr. Pond was a certified public accountant with Arthur
Andersen & Co. in its Dallas and Houston, Texas offices from September 1986
through August 1993.
ACTIVITY, STRUCTURE AND COMPENSATION OF THE BOARD OF DIRECTORS AND CERTAIN
COMMITTEES
4
<PAGE> 9
The Company's operations are managed under the broad supervision of the
Board of Directors, which has responsibility for the establishment and
implementation of the Company's general operating philosophy, objectives, goals
and policies. The Board of Directors presently has no committees. Due to the
small size of the Board of Directors, its members are able to communicate and
make decisions efficiently without formal meetings. Accordingly, during 1996,
the Board of Directors held no formal meetings and all Board action was taken by
unanimous written consent and telephonic communication. Directors do not receive
compensation for service on the Board of Directors; however, employee Directors
are eligible to participate in the Company's 1994 Amended and Restated Incentive
Stock Plan. See "Report on Executive Compensation".
VOTE REQUIRED FOR ELECTION
The three Nominees for election as Directors at the Annual Meeting who
receive the greatest number of votes cast by the holders of Common Stock
present at the Annual Meeting in person or represented thereat by proxy and
entitled to vote shall be the duly elected Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL THREE
NOMINEES TO THE BOARD OF DIRECTORS.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO EFFECT A
REVERSE STOCK SPLIT
PROPOSED CHARTER AMENDMENT
On April 18, 1997, the Board of Directors unanimously adopted a
resolution authorizing and declaring, subject to approval by stockholders of
the necessary amendment to the Certificate of Incorporation of the Company, a
1-for-2.5 Reverse Stock Split, which split will reduce by two-fifths the number
of shares of Common Stock owned by and reserved for issuance to holders of
shares Common Stock (including shares then held by the Company as treasury
shares), options and Warrants of the Company outstanding on and as of the
effective date of the filing with the Secretary of State of Delaware of the
amendment to Article V of the Company's Certificate of Incorporation with
respect to this proposal, subject to the provisions for the elimination of
fractional shares and rounding up to the nearest whole share as described
below.
PURPOSE AND EFFECT OF THE AMENDMENT
The Reverse Stock Split would reduce the number of outstanding shares
of Common Stock of the Company to approximately 4,365,026 shares , or
approximately two-fifths the number of shares outstanding prior to the Reverse
Stock Split. The Reverse Stock Split will not affect any stockholder's
proportionate equity interest in the Company, sub-
5
<PAGE> 10
ject to the provisions for the elimination of fractional shares and rounding up
to the nearest whole share in every instance. If the proposal for amendment of
the Company's Certificate of Incorporation to effect the Reverse Stock Split is
approved, each outstanding share of Common Stock will be entitled to one vote at
each meeting of stockholders, as is the case with each presently outstanding
share. While a reduced number of outstanding shares of Common Stock could
adversely affect the liquidity of the Common Stock, management of the Company
does not believe this is likely to happen. Because the par value of the Common
Stock will be increased, to $0.50 per share from $0.20 per share, by the same
proportion that the number of outstanding shares will be decreased, there will
be no change in the stockholders' equity, stated capital or paid-in capital of
the Company, or the amount that could lawfully be distributed to stockholders.
The Reverse Stock Split is not intended as an anti-takeover device and is not
expected to function unintentionally as one.
The Board of Directors desires to enhance the value of the shares of
Common Stock and believes that the value of a share of Common Stock will be
significantly less, and efforts to enhance the value of a share will be
impaired, if the Reverse Stock Split is not approved and implemented.
Management believes that a lower per-share market price of the shares of Common
Stock will impair the acceptability of the Common Stock to institutional
investors and other members of the investing public. Theoretically, the number
of shares outstanding should not, by itself, affect the marketability of the
stock, the type of investor who acquires it, or the Company's reputation in the
financial community. However, in practice this is not necessarily the case, and
many institutional investors look upon low-priced stock as unduly speculative
in nature and, as a matter of policy, avoid investment in such stocks. Further,
management of the Company believes that a lower per-share price will reduce the
effective marketability of the Common Stock because of the reluctance of many
leading brokerage firms to recommend low-priced stocks to their clients. In
addition, a variety of brokerage house policies and practices tend to
discourage individual brokers within those firms from dealing in low-priced
stocks. Some of those policies and practices pertain to the payment of brokers'
commissions and to time consuming procedures that function to make the
handling of low-priced stocks unattractive to brokers from an economic
standpoint. Many brokerage firms also prohibit investors from purchasing on
margin stocks that are trading below certain prices per share. Additionally,
the structure of trading commissions also tends to have an adverse impact upon
holders of low-priced stock because the brokerage commission on a sale of
low-priced stock generally represents a higher percentage of the sales price
than the commission on a relatively higher priced stock.
The Reverse Stock Split is intended to result in a higher per-share
market price for the Common Stock, both now and in the future. Hopefully, this
will increase investor interest and eliminate the resistance of brokerage
firms. However, there can be no assurance that the market price of a share of
Common Stock after the Reverse Stock Split will be a substantial multiple above
the market price before the Reverse Stock Split, that the mar-
6
<PAGE> 11
ketability of the Common Stock increase or that the Reverse Stock Split will
otherwise have the desired effects described.
EXCHANGE OF STOCK CERTIFICATES; NO FRACTIONAL SHARE INTERESTS
The Reverse Stock Split will be effective on the effective date (the
"Effective Date") of the filing with the Secretary of State of Delaware of the
Certificate of Amendment with respect to this proposal. Stockholders of the
Company on and as of the Effective Date will then be furnished the necessary
materials and instructions to effect the exchange of their certificates
representing Common Stock outstanding prior to the Reverse Stock Split (the
"Pre-Split Shares") for new certificates representing the Common Stock of the
Company outstanding after the Reverse Stock Split (the Post-Split Shares").
Certificates representing Pre-Split Shares presented for transfer subsequent
to the Effective Date may be transferred by the Company's Transfer Agent, but
certificates representing the reissued shares will represent only the number of
Post-Split Shares to which the holder of the Pre-Split Shares presented for
transfer was entitled on and as of the Effective Date. STOCKHOLDERS SHOULD NOT
SUBMIT ANY CERTIFICATES FOR EXCHANGE UNTIL AFTER THE EFFECTIVE DATE AND RECEIPT
OF NOTIFICATION AND INSTRUCTIONS FROM THE COMPANY.
No fractional shares will be issued and all fractional shares, no
matter how small, will be rounded up to the nearest whole share. Accordingly,
no stockholder will receive less than one share as a result of this proposal.
FEDERAL INCOME TAX CONSEQUENCES
This discussion is for general information only and does not discuss
consequences which may apply to special classes of taxpayers as, for example,
non-resident aliens, broker-dealers or insurance companies. Stockholders are
urged to consult their own tax advisors to determine the particular
consequences to them of the Reverse Stock Split.
The exchange of Pre-Split Shares for Post-Split Shares should not
result in recognition of gain or loss for federal income tax purposes.
Provided that a stockholder held the Pre-Split Shares as a capital asset, the
Post-Split Shares received in exchange therefor will also be held as a capital
asset and the holding period of the Post-Split Shares will include the
stockholder's holding period for the Pre-Split Shares. The tax basis of the
Post-Split Shares will be the same as the tax basis of the Pre-Split Shares
exchanged therefor.
VOTE REQUIRED FOR AMENDMENT
Amendment of the Company's Certificate of Incorporation to provide for
the Reverse Stock Split requires the favorable vote of a majority of the
outstanding shares of Common Stock of the Company, pursuant to the requirements
of the Delaware General
7
<PAGE> 12
Corporation Law. If the proposed amendment is approved by the Stockholders, the
amendment will become effective on the Effective Date, the date of its filing
with the Secretary of State of Delaware.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR AMENDMENT OF THE CERTIFICATE OF
INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of KPMG Peat Marwick, LLP,
independent accountants, to be the Company's auditors for the year 1997 and
recommends to stockholders that they vote for ratification of that appointment.
KPMG Peat Marwick has served as auditors of the Company since December 1, 1995.
The decision of the Board is based on the recommendation of management of the
Company which reviews and approves in advance the audit scope, types of other
accounting services required and the estimated fees for the coming year. In
making its recommendation to the Board, management carefully considered the
firm's qualifications as auditors for the Company, including a review of the
firm's performance in prior years, as well as its reputation for integrity and
competence in the fields of accounting and auditing. Management has expressed
its satisfaction with KPMG Peat Marwick, LLP in all of these respects.
Representatives of the firm will be present at the Annual Meeting and will have
an opportunity to make a statement and be available to respond to appropriate
questions.
The vote required to constitute stockholder action ratifying the
appointment of the Company's auditors under the Delaware General Corporation
Law is the favorable vote of a majority of shares present in person or
represented by proxy and entitled to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
APPOINTMENT OF THE AUDITORS.
REPORT ON EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued during fiscal years ended December 31, 1996, 1995
and 1994 to the Company's Chief Executive Officer and its Chief Financial
Officer.
8
<PAGE> 13
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
Restricted Securities
Other Annual STOCK Under
Name and Position Year Salary Bonus Compensation Awards Options(1)
<S> <C> <C> <C> <C> <C> <C>
David A. Collins 1996 $419,000 $31,000 0 0 0
President, Chief 1995 139,583 0 0 0 0
Executive Officer 1994 158,333 0 0 0 1,000,000
Matthew D. Pond 1996 $240,000 0 0 0 0
1995 64,583 0 0 0 0
1994 58,333 0 0 0 600,000
</TABLE>
- ---------------------------------
(1) The shares underlying the non-qualified stock options granted in 1994
under the Company's 1994 Amended and Restated Incentive Stock Plan (the
"Stock Plan") vested over three years at the rate of 400,000 shares on
January 1, 1994 and 300,000 shares on January 1 of each of 1995 and
1996 for David A. Collins; and vests 60,000 shares on January 1 of each
of 1994 and 1995, 120,000 shares on January 1, 1996 and 180,000 shares
on January 1 of each of 1997 and 1998 for Matthew D. Pond. Each option
granted under the Stock Plan may become immediately exercisable on the
occurrence of a Change in Control (as defined in the Stock Plan).
OPTION GRANTS
No options and no stock appreciation rights were granted to the Chief
Executive Officer or to the Chief Financial Officer during the fiscal year
ended December 31, 1996.
AGGREGATE OPTION EXERCISES
The following table provides information with respect to options
exercised during the fiscal year ended December 31, 1996 by the Chief Executive
Officer and the Chief Financial Officer listed in the preceding table and the
fiscal year-end value of unexercised Options held by each of said officers.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options at In-the-Money Options
December 31, 1996 at December 31, 1996(1)
Shares Not Not
Acquired on Value Currently Currently Currently Currently
Name Exercise Realized Exercisable Exercisable Exercisable Exercisable
<S> <C> <C> <C> <C> <C> <C>
David A.
Collins 250,000 $1,250,000 750,000 0 $3,750,000 0
Matthew D.
Pond 25,000 $125,000 215,000 360,000 $1,075,000 $1,800,000
</TABLE>
9
<PAGE> 14
- ------------------------------
(1) Calculated by multiplying the number of shares underlying outstanding
in-the-money options by the difference between the fair market value
of the Common Stock on December 31, 1996 ($6.00 per share),
calculated with reference to the closing price of the Company's
Common Stock on the NASDAQ SmallCap Market on that date, and the
exercise price, which is $1.00 per share. Options are in-the-money if
the fair market value of the underlying Common Stock exceeds the
exercise price of the option shares.
EMPLOYMENT AGREEMENTS
There are no employment agreements between the Company and any of its
Executive Officers.
PERFORMANCE GRAPH
Prior to the second quarter of 1994, the public market for shares of
the Company's Common Stock had been inactive since the beginning of the third
quarter of 1991. On June 9, 1994, shares of Common Stock of the Company were
listed for trading on the Boston Stock Exchange; subsequently, the shares were
also listed for trading on April 17 1995 on the NASDAQ SmallCap Market. The
following is a line graph comparison of the cumulative total return for the
Company, the Industry Index chosen (MG Industry Group 381-Paper Products) and
the Broad Market Index chosen (NASDAQ Market) for the time period for which
quotes are available:
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
[GRAPH]
10
<PAGE> 15
<TABLE>
<CAPTION>
06/09/94 12/31/94 12/31/95 12/31/96
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Striker Industries, Inc. .......... $100 $102.22 $107.73 $111.11
Industry Index .................... $100 $109.66 $136.28 $156.55
Broad Index ....................... $100 $101.30 $131.40 $163.29
</TABLE>
The above graph compares the cumulative total return for Common Stock of the
Company with the comparable cumulative return of two indexes, for the period
from re-inception of trading of Common Stock of the Company in the second
quarter of 1994 through December 31, 1996. The graph assumes $100 invested on
June 9, 1994 in the Company's Common Stock, and $100 invested at the same time
in each of the two indexes.
BOARD OF DIRECTORS COMPENSATION REPORT
The Company's executive compensation consists of the following
elements: base compensation, cash bonus and the Stock Plan. Executive base
compensation for senior executives (including the Chief Executive Officer and
the Chief Financial Officer) is intended to be competitive with that paid in
comparably situated industries and to provide a reasonable degree of financial
security and flexibility to those individuals whom the Board of Directors
regards as adequately performing the duties associated with the various senior
executive positions. In furtherance of this objective, the Board of Directors
periodically, though not necessarily annually, reviews the salary levels of
companies that are regarded by the Board of Directors as having sufficiently
similar financial and operational characteristics to provide a reasonable
basis for comparison. Although the Board of Directors does not attempt
specifically to tie executive base pay to that offered by any particular
sampling of companies, the review provides a useful gauge in administering the
Company's base compensation policy. In general, however, the Board of Directors
considers the credentials, length of service, experience and consistent
performance of each individual senior executive when setting compensation
levels.
The Revenue Reconciliation Act of 1993 restricts the ability of a
publicly held corporation to deduct compensation in excess of $1,000,000 paid
to its chief executive officer and its four most highly compensated officers.
Based on its current compensation structure, the Company does not anticipate
that any of its officers will reach the $1,000,000 threshold.
The Stock Plan is intended to provide key employees, including the
Chief Executive Officer and the Chief Financial Officer of the Company and its
subsidiaries, with a continuing proprietary interest in the Company, with a
view to increasing the interest in the Company's welfare of those personnel who
share the primary responsibility for the man-
11
<PAGE> 16
agement and growth of the Company. Moreover, the Stock Plan provides a
significant non-cash form of compensation, which is intended to benefit the
Company by enabling it to continue to attract and retain qualified personnel.
The Board of Directors is also authorized to make incentive equity
awards (the "Incentive Awards") under the Stock Plan to key employees,
including officers (whether or not they are also Directors) of the Company and
its subsidiaries.
During the fiscal year ended December 31, 1996, non-qualified stock
options covering an aggregate of 275,000 shares of Common Stock of the Company
granted to the Chief Executive Officer and the Chief Financial Officer of the
Company in 1994 were exercised by these senior executive officers. See
"Aggregate Option Exercises". No further stock options, stock appreciation
rights or other Incentive Awards were granted by the Company to any of its
employees during the fiscal year ended December 31, 1996.
OTHER INFORMATION
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock at March 31, 1997 by (i)
each person who is known by the Company to own beneficially more than five
percent of the outstanding shares of Common Stock, (ii) each of the executive
officers named in the Summary Compensation Table (see "Summary of
Compensation"), and (iii) all Directors and executive officers as a group:
<TABLE>
<CAPTION>
Beneficial Ownership
of Common Stock
Amount and Nature Percent of
of Ownership Class
Name and Address of Beneficial Owner (1)
<S> <C> <C>
David A. Collins 2,340,481 (2)(3) 20.1%
Northern Globe Building Materials, Inc. 1,345,790 (2) 12.3%
Matthew D. Pond 420,000 (2)(4) 3.7%
All Named Executive Officers and Directors
as a Group 2,760,481 (5) 22.9%
</TABLE>
- ---------------------------------------
(1) The address of each of Messrs. Collins and Pond is One Riverway, Suite
2450, Houston, Texas 77056. The address of Northern Globe Building
Materials is 22 Sydenham Street, Brantford, Ontario, Canada N3T 5S1.
(2) Represents direct ownership of each stockholder.
(3) Includes 750,000 shares that may be acquired upon the exercise of vested
exercisable options.
12
<PAGE> 17
(4) Includes 395,000 shares that may be acquired upon the exercise of vested
exercisable options.
(5) Includes 1,145,000 shares that may be acquired upon the exercise of vested
exercisable options.
EXECUTIVE OFFICERS
The executive officers of the Company serve at the pleasure of the
Board of Directors and serve until removed or fail to be reelected by the
Board of Directors. The Company's executive officers are listed in the
following table. Biographical information with respect to each executive
officer appears elsewhere in this Proxy Statement. See "Election of Directors
Information Regarding the Nominees".
<TABLE>
<CAPTION>
Name Age Position Held
<S> <C> <C>
David A. Collins 44 President and Chief
Executive Officer
Matthew D. Pond 33 Chief Financial Officer
Secretary and Treasurer
</TABLE>
BOARD OF DIRECTOR INTERLOCKS
One or more of the Directors and executive officers of the Company also
serve as directors and officers of the Company's subsidiary corporations.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and Directors who own more than 10% of the
outstanding shares of a registered class of the Company's equity securities, to
file reports of ownership and changes of ownership with the Securities and
Exchange Commission, copies of which filed reports are required to be furnished
to the Company. Based solely on its review of any forms received by it, the
Company believes that during the year ended December 31, 1996 all filing
requirements applicable to the Company's officers, Directors and greater than
10% stockholders were met.
FINANCIAL AN OTHER INFORMATION
The Annual Report of the Company on Form 10-K (the "Annual Report"),
filed by the Company with the Securities and Exchange Commission (the "SEC") on
April 15,
13
<PAGE> 18
1997, accompanies this Proxy Statement. The Annual Report constitutes the
Company's annual report to stockholders for the fiscal year ended December 31,
1996 which is required to accompany or precede the Proxy Statement under the
SEC's proxy rules. The proposal for the Reverse Stock Split will involve a
change in the par value of shares of Common Stock of the Company and an
exchange of certificates representing shares of the Company's outstanding
Common Stock. The SEC's proxy rules require the Proxy Statement to contain and
provide to stockholders certain financial and other information in connection
with any such actions, unless such financial and other information is not
deemed material for the exercise of prudent judgment in regard to the matter to
be acted upon. Since the Reverse Stock Split will not affect any stockholder's
proportionate equity interest in the Company, subject to the rounding process;
that no stockholder will be eliminated as a result of the proposal by reason
of the rounding process and that the proposal will have no financial affect on
the financial statements of the Company (see "Amendment of the Certificate of
Incorporation to Effect a Reverse Stock Split - Purpose and Effect of the
Amendment"), the financial and other information called for under the proxy
rules is not deemed material for the exercise of prudent judgment with respect
to the proposal.
MISCELLANEOUS MATTERS
The Annual Report accompanying this Proxy Statement constitutes the
Company's annual report to stockholders covering the fiscal year ended December
31, 1996. Any stockholder who wishes to submit a proposal for action to be
included in the proxy statement and form of proxy relating to the 1998 annual
meeting of stockholders is required to submit such proposal(s) to the Company
on or before January 2, 1998. The cost of soliciting proxies in the
accompanying form will be borne by the Company. In addition to solicitations by
mail, regular employees of the Company may, if necessary to assure the presence
of a quorum, solicit proxies in person or by telephone. The persons named as
proxies in the enclosed proxy card intend to exercise their judgment in voting
shares represented by duly executed proxies on other matters that come before
the Annual Meeting for action. Management does not expect that any matters
other than those referred to in this Proxy Statement will be presented for
action at the Annual Meeting.
Matthew D. Pond
Chief Financial Officer,
Secretary and Treasurer
May 21, 1997
14
<PAGE> 19
ANNEX A
PROPOSED AMENDMENT TO ARTICLE V OF THE COMPANY'S CERTIFICATE OF INCORPORATION
RESOLVED: That the Board of Directors of the Company proposes and
declares it advisable that ARTICLE V of the Certificate of Incorporation of the
Company be amended to increase the par value of the Common Stock of the Company
to $0.50 per share simultaneously with a 1-for-2.5 reverse stock split of the
issued (but not the authorized and unissued ) Common Stock of the Company on
and as of the date of filing with the Secretary of State of Delaware (herein
referred to as the "Effective Date") for such purpose of a Certificate of
Amendment to the Company's Certificate of Incorporation, including shares of
Common Stock of the Company then held by it as treasury shares and including
shares of the Company's Common Stock reserved for issuance on the Effective
Date to holders of its then outstanding options and Warrants, and that, as so
amended, ARTICLE V shall thereafter be and read as follows:
"ARTICLE V
The total number of shares of all classes of capital stock which this
Corporation shall have authority to issue is 30,000,000 shares, which shall be
divided into two classes as follows:
5,000,000 shares of Preferred Stock with a par value of $0.20 per
share, and
25,000,000 shares of Common Stock with a par value of $0.50 per
share.
At such time as the Certificate of Amendment to the Certificate of
Incorporation of this Corporation providing for 5,000,000 shares of Preferred
Stock of this Corporation with a par value of $0.20 per share and 25,000,000
shares of Common Stock of this Corporation with a par value of $0.50 per share
is filed with the Secretary of State of Delaware (the date of such filing being
hereinafter called the "Effective Date"), the issued (but not the authorized
and unissued) shares of Common Stock of the Corporation, including shares of
Common Stock of the Corporation held by it as treasury shares on the Effective
Date, and including shares of the Company's Common Stock reserved for issuance
on the Effective Date to holders of then outstanding options and Warrants of
the Company, will be changed and split on the basis of 1 share with a par value
of $0.50 per share for each 2.5 shares with a par value of $0.20 per share. No
fractional shares will be issued and all fractional shares will be rounded up
to the nearest whole share. On the Effective Date, all shares of Common Stock
of the Corporation of the par value of $0.20 per share issued and outstanding
or held in the treasury of the Corporation (but not authorized and unissued
shares) or then reserved for issuance to holders of then outstanding options
and War-
<PAGE> 20
rants of the Corporation, shall at such time, without any action on the part of
the holders thereof, be reclassified, changed and converted into a number of
shares of Common Stock of the Corporation of the par value of $0.50 per share
equal to 2/5 of the aggregate number of shares of Common Stock of the
Corporation of the par value of $0.20 per share outstanding or held in the
treasury or reserved for issuance to holders of options and Warrants of the
Corporation immediately prior to the Effective Date, without increasing or
decreasing the amount of stated capital or surplus of the Corporation. As
promptly as practicable after the effective date of the reclassification and
change in the shares of the Common Stock of the Corporation in accordance with
the foregoing, notice shall be given to all stockholders of record of the
Corporation on the Effective Date to surrender their certificate or
certificates of shares of Common Stock of the Corporation to the Corporation's
Transfer Agent for cancellation and reissuance in accordance with the terms of
the provisions of amended ARTICLE V as set forth in the Certificate of
Amendment. On the Effective Date, no shares of Preferred Stock of the
Corporation will have been issued or be outstanding.
The Common Stock or Preferred Stock may be issued by the Corporation
from time to time for such consideration and upon such terms as may be fixed
from time to time by the Board of Directors and as may be permitted by law,
without action by any stockholders.
Each share of Common Stock shall be equal to every other share of
Common Stock in every respect. The shares of Common Stock shall entitle the
holders thereof to one vote for each share upon all matters upon which
stockholders have the right to vote.
The Preferred Stock shall be classified, divided and issued in
series. Each series of Preferred Stock may be issued as determined from time to
time by the Board of Directors and stated in the resolution or resolutions
providing for the issuance of such stock adopted by the Board of Directors
pursuant to the authority vested in it. Each series is to be appropriately
designated prior to the issue of any shares thereof by some distinguishable
letter, number or title. All shares of Preferred Stock shall be of equal rank
and have the same powers, preferences and rights, and shall be subject to the
same qualifications, limitations and restrictions, without distinction between
the shares of different series thereof, except in regard to the following
particulars, which may be different in different series:
1. The rate of dividend.
2. The price at and the terms and conditions on which shares may be
redeemed.
3. The amount payable upon shares in the event of voluntary or
involuntary liquidation.
4. Sinking fund provisions for the redemption or purchase of shares.
5. The terms and conditions on which shares may be converted if the
shares of any series are issued with the privilege of conversion.
<PAGE> 21
6. Voting rights, if any.
The Board of Directors may, from time to time, increase the number of
shares of any series of Preferred Stock already created by providing that any
unissued shares of Preferred Stock shall constitute part of such series, or may
decrease (but not below the number of shares thereof then outstanding) the
number of shares of any series of any Preferred Stock already created providing
that any unissued shares previously assigned to such series shall no longer
constitute a part thereof. The Board of Directors is hereby empowered to
classify or reclassify any unissued Preferred Stock by fixing or altering the
terms thereof in respect to the above mentioned particulars and by assigning
the same to an existing or newly-created series from time to time before the
issuance of such stock.
Dividends shall be payable upon the Preferred Stock or Common Stock
at the discretion of the Board of Directors of the Corporation at such time
and in such amounts as it deems advisable, subject, however, to the provisions
of applicable law."
<PAGE> 22
PROXY STRIKER INDUSTRIES, INC.
ONE RIVERWAY, SUITE 2450
HOUSTON, TEXAS 77056
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JUNE 2, 1997.
The undersigned stockholder of Striker Industries, Inc. (the "Company")
hereby appoints each of David A. Collins and Matthew D. Pond attorneys and
proxies of the undersigned, with full power of substitution, to vote on behalf
of the undersigned at the Annual Meeting of Stockholders of the Company to be
held at the Omni Houston Hotel, Four Riverway, Houston, Texas 77056, on
June 2, 1997, at 10:00 a.m., Houston, Texas Time, and at any adjournments of
said meeting, all of the shares of Common Stock which the undersigned may be
entitled to vote.
1. ELECTION OF DIRECTORS: [ ] For the election of David A. Collins,
William B. Locander and Matthew D. Pond as
directors.
[ ] Withhold Authority to vote for all directors
listed above
[ ] Withhold Authority to vote for the directors
written on the line provided below (please
print)
-----------------------------------------------
CONTINUED ON REVERSE
CONTINUED FROM FRONT
2. APPROVAL OF AN AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO EFFECT A
REVERSE STOCK SPLIT OF COMMON STOCK OF THE COMPANY.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. APPROVAL OF RATIFICATION OF APPOINTMENT OF AUDITORS
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4. In their discretion, upon such other matters as may properly come before
the meeting; hereby revoking any proxy or proxies regarding such matters
heretofore given by the undersigned.
The Board of Directors recommends a vote FOR the nominees and FOR each of
Proposals 2 and 3 above and if no specification is made, the shares will be
voted FOR the election of the nominees named herein, and FOR approval of each
of Proposals 2 an 3. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders and the Proxy Statement furnished herewith.
Dated , 1997
-------------------
-------------------------------
Stockholder's Signature
-------------------------------
Stockholder's Signature
Signature should agree with name
printed hereon. If Stock is held in the
name of more than one person, EACH joint
owner should sign. Executors,
administrators, trustees, guardians, and
attorneys should indicate the capacity
in which they sign. Attorneys should
submit powers of attorney.
PLEASE SIGN AND RETURN IN THE ENVELOPE
ENCLOSED.
