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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
/ / Definitive Proxy Statement by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to rule 14a-11(c) or Rule 14a-12
IIC Industries Inc.
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(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 COPY
IIC INDUSTRIES INC.
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170-0399
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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MARCH 3, 1998
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NOTICE IS HEREBY GIVEN that a special meeting of stockholders of IIC
INDUSTRIES INC. (the "Company") will be held on Tuesday, March 3, 1998 at 3:00
P.M., London time (10:00 A.M., New York time), at the offices of CP Holdings
Limited ("CP") at CP House, Otterspool Way, Watford By-Pass, Watford, for the
following purposes:
(1) to vote on an amendment to the company's Certificate of
Incorporation increasing the authorized shares of the Company and
changing the par value thereof; and
(2) to transact such other business as may properly come before the
meeting and any adjournment or adjournments thereof.
Only the holders of record of Common Stock of the Company at the close of
business on February 19, 1998, the record date fixed by the Board of Directors,
are entitled to notice of, and to vote at such Annual Meeting, or any
adjournment thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED
TO FILL IN, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY.
By Order of the Board of Directors
Fortunee F. Cohen
Secretary
New York, New York
February 20, 1998
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PRELIMINARY COPY
IIC INDUSTRIES INC.
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170-0399
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PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 3, 1998
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GENERAL INFORMATION
This Proxy Statement and the accompanying proxy are being furnished to the
stockholders on or about February 20, 1998 in connection with the solicitation
by the Board of Directors of IIC INDUSTRIES INC. (the "Company") of proxies for
use in voting at a Special Meeting of Stockholders of the Company to be held on
Tuesday, March 3, 1998 at 3:00 P.M., London time (10:00 A.M., New York time),
at the offices of CP Holdings Limited ("CP") at CP House, Otterspool Way,
Watford By-Pass, Watford, and at any adjournment or adjournments thereof. Any
proxy given pursuant to this solicitation may be revoked at any time prior to
the voting thereof. Unless instructions to the contrary are received, proxies
will be voted in favor of the proposals referred to herein. A proxy executed in
the form enclosed may be revoked by the person signing the same by giving
written notice of the revocation to the Secretary of the Company at any time
before the authority granted thereby is exercised.
WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE ACCOMPANYING PROXY REGARDLESS
OF THE NUMBER OF SHARES YOU OWN. Shares can be voted at the Annual Meeting only
if the holder is represented by proxy or is present.
VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Common
Stock of the Company. Only stockholders of record at the close of business on
February 19, 1998 will be entitled to receive notice of and to vote at the
meeting. Each holder of Common Stock as of February 19, 1998 is entitled to one
vote for each share held. As of February 19, 1998, the Company had outstanding
a total of 1,423,368 shares of such stock.
The holders of a majority of the issued and outstanding Common Stock,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting or any adjournment thereof. Abstentions are
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions will have the same legal
effect as a vote against the proposed amendment of the Certificate of
Incorporation. Broker non-votes are not counted as votes cast on any matter to
which they relate.
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN
BENEFICIAL HOLDERS
The following table sets forth certain information, as of February 19,
1998, concerning the ownership of the Common Stock by (a) each of the Company's
current directors and nominees, (b) all current directors, officers and
significant employees of the Company as a group, and (c) each person who, to
the best of the Company's knowledge, beneficially owned on that date more than
5% of the outstanding Common Stock.
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Except as otherwise indicated, the stockholders listed in the table have the
sole voting and investment power with respect to the shares indicated.
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Shares of
NAME AND ADDRESS OF Common Stock Percent
BENEFICIAL OWNER Beneficially Owned of Class
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Bernard Schreier 1,069,501(1) 75.1%
Heriots
Stanmore Common
Middlesex HA7 3HG England
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Gideon Schreier 1,069,501(2) 75.1%
Kensworth House
The Lynch, Nr Kensworth
S Beds LU6 3QZ, England
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Michael M. Wreschner 1,069,501(3) 73.9%
10 Raleigh Close
Hendon
London NW4 2TA England
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Leonard Goldfine 200 *
1424 Melrose Avenue
Melrose Park, PA 19027
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Wilfred Wyler -0- ---
333 Central Park West
New York, New York 10025
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Alfred L. Simon -0- ---
334 West 87th Street, #6A
New York, New York 10024
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Fortunee F. Cohen 24(4) *
1967 East 1st Street
Brooklyn, New York 11223
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Kenyon Phillips Limited/ 1,052,501(5) 73.9%
CP Holdings Limited
CP House, Otterspool Way,
Watford By-Pass,
Watford WD2 8HG England
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Jozsef Ferenc Polgar -0- ---
1133 Budapest
Ipoly UTCA 5/F
Hungary
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Moshe Gershi -0- ---
65 The Vale
London NW II
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Zvi Borowitsh
8 Hamanor Street
P.O.B. 214 Holon -0- ---
58101 Israel
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All directors and officers as a group
(11 persons) 1,069,725 75.1%
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(1) Represents 1,052,501 shares of Common Stock beneficially owned by CP
through its wholly-owned subsidiary, Kenyon Phillips Ltd.
("Kenyon") and 17,000 shares of Common Stock beneficially owned by
Gideon Schreier. Mr. Bernard Schreier is Chairman and Managing
Director of CP.
(2) Represents 17,000 shares of Common Stock for his own account and
1,052,501 shares of Common Stock beneficially owned by CP through
its wholly-owned subsidiary, Kenyon. Mr. Gideon Schreier is an
Executive Director of CP.
(3) Represents 1,052,501 shares of Common Stock beneficially owned by CP
through its wholly owned subsidiary, Kenyon. Mr. Wreschner is a
director of CP.
(4) Represents 24 shares of Common Stock beneficially owned by Fortunee
F. Cohen, as custodian for Joyce Cohen and Elliott Cohen, who each
own 12 shares of Common Stock.
(5) Kenyon beneficially owns an aggregate of 1,052,501 shares of Common
Stock of the Company, constituting 73.9% of the Company's
outstanding voting securities. According to the Schedule 13D filed
by Kenyon, it is owned and controlled by CP. The Company is also
informed that 60% of CP's voting securities is owned, and CP is
controlled, by Bernard Schreier.
* Represents beneficial ownership of less than 1% of the Common Stock
of the Company.
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PROPOSAL TO INCREASE AUTHORIZED SHARES AND CHANGE PAR VALUE
Stockholders are being asked to approve the following Resolution amending
the Company's Certificate of Incorporation:
RESOLVED, that Article Fourth of the Company's Certificate of
Incorporation be amended to read in its entirety as follows:
"FOURTH: The total number of shares which the Corporation shall have
the authority to issue is Seven Million Two Hundred Thousand
(7,200,000) consisting of Seven Million Two Hundred Thousand
(7,200,000) shares of common stock of the par value of twenty-five
cents ($0.25) per share."
Approval of this Resolution will increase the authorized Common Stock of
the Company from One Million Eight Hundred Thousand (1,800,000) shares to Seven
Million Two Hundred Thousand (7,200,000) shares and change the par value per
share from One Dollar ($1.00) to Twenty-five Cents ($0.25). This represents a
four-fold increase in the number of shares which the Company is authorized to
issue; however, the stock split will not result in any change in the stated
capital or surplus accounts of the Company.
There will be no change in the dividend rights, voting rights, liquidation
rights, pre-emptive rights, or any other stockholder rights, or the status of
outstanding shares as fully paid and non-assessable. The Company presently has
no other authorized class of stock, and the Board of Directors has no present
intention to authorize a new class.
Immediately upon the effectiveness of the amendment to the Certificate of
Incorporation, the Company will effect a 4-for-1 forward stock split.
Certificates presently held by stockholders shall be for the same number of
shares of Common Stock, but the par value will be Twenty-Five Cents ($0.25) per
share. As soon as practicable after the effective date of the amendment, the
Company will issue to each stockholder of record an additional certificate or
certificates representing an aggregate of three shares of Common Stock, par
value $0.25, for each share of Common Stock presently held by such stockholder.
As a result, there will be issued
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and outstanding a total of 5,693,472 shares of Common Stock, and each
stockholder will then hold four shares of Common Stock, par value $0.25 per
share, in lieu of one share of presently issued and outstanding Common Stock,
$1.00 par value per share. Nothing in these proxy materials should be construed
as a prediction or representation regarding the possible post-split price per
share of the Common Stock.
The Board of Directors is recommending that stockholders approve this
amendment increasing the authorized number of shares and changing the par value
in order that the Company may issue enough additional shares by way of a stock
split to maintain its listing on the Nasdaq SmallCap Market. Nasdaq requires,
among other things, that any stock listed on the SmallCap Market have a minimum
of 500,000 shares held by non-affiliates of the issuer. At present, the Company
has only 353,643 shares held by non-affiliates. The Company has been notified
by Nasdaq that its stock will be delisted if steps are not taken to increase
the number of shares held by non-affiliates. The stock split will result in
over One Million (1,000,000) shares being held by non-affiliates, giving the
Company a large buffer over the minimum requirement.
In the event that the Company's stock is delisted there can be no
assurance that trading in the Common Stock will continue (through the OTC
Bulletin Board or otherwise). Any delisting of the Common Stock may adversely
affect a holder's ability to dispose of, or to obtain accurate quotations as to
the market value of, the Common Stock. In addition, any delisting may cause the
Common Stock to be subject to "penny stock" regulations promulgated by the
Securities and Exchange Commission. Under such regulations, broker-dealers are
required to, among other things, comply with disclosure and special suitability
determinations prior to the sale of the Common Stock. If the Common Stock
becomes subject to these regulations, the market price of the Common Stock and
the liquidity thereof could be adversely affected.
The Board of Directors has no present intention to issue any additional
shares other than as described above. The Board of Directors has the authority,
prior to the effectiveness of filing the amendment with the State of Delaware,
to terminate the amendment without further action by the stockholders.
The Board of Directors has no present intention of taking such action.
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OTHER MATTERS
Management does not intend to present to the meeting any matters other
than the matters referred to herein, and as of this date Management does not
know of anything that will be presented by other parties. However, if any other
matter shall properly come before the meeting, it is the intention of the
persons named in the attached proxy to vote thereon in accordance with their
best judgment on such matters.
ESTABLISHMENT OF AUDIT COMMITTEE
In order to comply with Nasdaq's newly established standards of corporate
governance, the Board of Directors has established an audit committee composed
of three directors, two of whom are independent directors. The audit committee
is composed of Michael Wreschner, Wilfred Wyler and Alfred Simon.
1998 STOCKHOLDER PROPOSALS
Proposals of security holders intended to be presented at the 1998 Annual
Meeting of Stockholders in accordance with Rule 14a-8 under the Exchange Act
must be received by the Company, at its principal executive offices, for
inclusion in the Company's proxy statement for that meeting, no later than July
2, 1998. The Company's Board of Directors will review any stockholder proposals
that are filed as required and will determine whether such proposals meet
applicable criteria for inclusion in its 1998 Proxy Statement.
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SOLICITATION OF PROXIES
The expense of this solicitation, expected to be nominal, will be borne by
the Company. Solicitation will be made only by the use of the mails, except
that, if necessary, officers, directors and regular employees of the Company
may make solicitations of proxies by telephone or telecopier. The Company may
also request brokers and other custodians, nominees and fiduciaries to forward
proxy soliciting material to the beneficial owners of shares held of record by
such persons, and the Company may reimburse them for their expenses in so
doing. This Proxy Statement and the accompanying Proxy are first being sent to
the Company's stockholders commencing on or about February 20, 1998.
ADDITIONAL INFORMATION
Investors who wish to participate in the meeting may go to the New York
offices of the Company at 420 Lexington Avenue, Suite 300, New York, N.Y., at
which there will be an open telephone conference call during the Annual
Meeting.
The Company's Annual Report to Stockholders for the year ended December
31, 1996 has previously been provided to stockholders in connection with the
Annual Meeting held on October 30, 1997, and is incorporated herein by
reference pursuant to Rule 14a-101. That report contains all financial
information considered material to the request for approval of the amendment.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10K FOR THE YEAR ENDED
DECEMBER 31, 1996, AND QUARTERLY REPORTS ON FORM 10-Q FOR QUARTERS ENDED MARCH
31, 1997, JUNE 30, 1997 AND SEPTEMBER 30, 1997, EACH FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, IS AVAILABLE ON REQUEST BY WRITING TO THE SECRETARY OF
THE COMPANY, IIC INDUSTRIES INC., 420 LEXINGTON AVENUE, SUITE 300; NEW YORK,
NEW YORK 10170-0399.
Fortunee F. Cohen
Secretary
New York, New York
February 20, 1998
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PRELIMINARY COPY
IIC INDUSTRIES INC.
THIS PROXY IS SOLICITED FROM HOLDERS OF COMMON STOCK
ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned common stockholder of IIC INDUSTRIES INC. (the "Company") does
hereby appoint BERNARD SCHREIER, MICHAEL WRESCHNER and GIDEON SCHREIER, and
each of them, each with full power of substitution and revocation, to vote all
of the shares of common stock of the Company which the undersigned is entitled
to vote at the Special Meeting of Stockholders of the Company to be held on
March 3, 1998, and at any adjournment thereof, upon:
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1. RATIFICATION OF THE AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION
INCREASING THE AUTHORIZED SHARES OF THE COMPANY FROM 1,800,000 TO 7,200,000
SHARES, AND CHANGING THE PAR VALUE FROM $1.00 PER SHARE TO $0.25 PER SHARE.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT, TO VOTE UPON ANY SUCH
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO OTHER DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
(PLEASE SIGN ON REVERSE SIDE)
(Over)
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The undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Special Meeting of Stockholders and Proxy Statement, and
hereby revokes any proxy or proxies heretofore given.
DATED: , 1998
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SIGNATURE
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SIGNATURE
(Please sign exactly as your name
appears above. If stock is owned in
joint names, each joint owner must sign.
If signing as executor, administrator,
trustee, attorney or guardian, or as an
officer of a corporation or general
partner of a partnership, please also
give your full title.)
PLEASE SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS NECESSARY IF MAILED IN THE
UNITED STATES.
