MARGATE INDUSTRIES, INC.
129 North Main Street
Yale, Michigan 48097
(810) 387-4300
______________________________
PROXY STATEMENT
______________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 28, 2000
TO THE SHAREHOLDERS OF MARGATE INDUSTRIES, INC.
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Margate
Industries, Inc., a Delaware corporation (the "Company") will be held at
the Company's offices at 129 North Main Street, Yale, Michigan 48097, on
June 28, 2000, at 9:00 a.m., Eastern Daylight Time, and at any and all
adjournments thereof, for the purpose of considering and acting upon the
following matters:
1. To elect two (2) Directors of the Company; and
2. To transact such other business as properly may come before the
meeting or any adjournment thereof.
Only holders of the voting $.015 par value common stock of the Company of
record at the close of business on May 29, 2000 will be entitled to notice
of and to vote at the Meeting or at any adjournment or adjournments thereof.
All shareholders, whether or not they expect to attend the Annual Meeting
of Shareholders in person, are urged to sign and date the enclosed Proxy
and return it promptly in the enclosed postage-paid envelope which requires
no additional postage if mailed in the United States. The giving of a
proxy will not affect your right to vote in person if you attend the Meeting.
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1999 accompanies this Notice of Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
WILLIAM H. HOPTON
Yale, Michigan PRESIDENT
June 1, 2000
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MARGATE INDUSTRIES, INC.
129 NORTH MAIN STREET
YALE, MICHIGAN 48097
(810) 387-4300
______________________________
PROXY STATEMENT
______________________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 28, 2000
GENERAL INFORMATION
-------------------
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Margate Industries, Inc., a Delaware corporation (the
"Company"), for use at the Company's Annual Meeting of Shareholders to be
held at the Company's offices, 129 North Main Street, Yale, Michigan 48097,
on June 28, 2000, at 9:00 a.m., Eastern Daylight Time, and at any
adjournment thereof. It is anticipated that this Proxy Statement and the
accompanying Proxy will be mailed to the Company's shareholders on or about
June 1, 2000.
Any person signing and returning the enclosed Proxy may revoke it at
any time before it is voted by giving written notice of such revocation to
the Company, or by voting in person at the Meeting. The expense of
soliciting proxies, including the cost of preparing, assembling and mailing
this proxy material to shareholders, will be borne by the Company. It is
anticipated that solicitations of proxies for the Meeting will be made only
by use of the mails; however, the Company may use the services of its
Directors, Officers and employees to solicit proxies personally or by
telephone, without additional salary or compensation to them. Brokerage
houses, custodians, nominees and fiduciaries will be requested to forward
the proxy soliciting materials to the beneficial owners of the Company'
shares held of record by such persons, and the Company will reimburse such
persons for their reasonable out-of-pocket expenses incurred by them in
that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
The Company's Annual Report to Shareholders for the Company's fiscal
year ended December 31, 1999, accompanies this proxy, but does not
constitute part of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
------------------------------------
All voting rights are vested exclusively in the holders of the
Company's $.015 par value common stock, with each share entitled to one
vote. Only shareholders of record at the close of business on May 29,
2000, are entitled to notice of and to vote at the Meeting or any
adjournment thereof. On May 29, 2000, the Company had 1,597,280 shares of
its $.015 par value common stock outstanding, each share of which is
entitled to one vote on all matters to be voted upon at the Meeting,
including the election of Directors. Cumulative voting in the election of
Directors is not permitted.
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A majority of the Company's outstanding common stock represented in
person or by proxy shall constitute a quorum at the Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
The following table sets forth as of May 29, 2000, information with respect
to the ownership of the Company's $.015 par value common stock by each
person known by the Company to own beneficially more than 5% of the
outstanding common stock, and by each of its officers and directors and by
all officers and directors collectively as a group:
Amount and
Nature of
Name and Address of Beneficial Percent of
Beneficial Owner Ownership Class (1)
- ----------------------------------------------------------------------
Frederick G. and Patricia W. Schriever 283,512 (2) 17.7%
Denis R. LeDuc 93,641 (3) 5.9%
David A. Widlak 76,058 (4) 4.8%
Delbert W. Mullens 12,565 (5) 0.7%
William H. Hopton 44,476 (6) 2.8%
All Officers and Directors 510,252 31.9%
of the Company & Subsidiaries
as a Group (5 Persons)
_____________________
(1) Each person has sole voting and investment power with respect to the
shares shown.
(2) In addition to the above, Mr. Schriever has 30,000 options (expiration
date 11/15/04).
(3) In addition to the above, Mr. LeDuc has 30,000 options (expiration
date 11/15/04).
(4) In addition to the above, Mr. Widlak has 80,000 options (expiration
date 11/15/04).
(5) In addition to the above, Mr. Mullens has 30,000 options (expiration
date 11/15/04).
(6) In addition to the above, Mr. Hopton has 80,000 options (expiration
date 11/15/04).
CHANGES IN CONTROL.
On March 23, 2000, the Company entered into a letter of intent with
B2B Euro Wireless.com, Inc. ("B2B") wherein B2B would become a wholly owned
subsidiary of a new holding company ("Holding Company") to be formed by the
Company. Thereafter, the Holding Company will acquire all of the
outstanding shares of the Company and issue its shares on a one-for-one
basis with the Company's existing shareholders for a total of approximately
1,800,000 shares and acquire all of the outstanding shares of B2B for
15,200,000 shares of the Holding Company. Accordingly, the Company's
existing shareholders will own approximately 11% on a fully diluted
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basis. Following the transaction, the Board of Directors of the Holding
Company shall consist of one member designated by the Company and the
remaining Directors designated by B2B.
Consummation of the transaction is subject to completion of due
diligence by each of the parties, negotiation and execution of definitive
agreement, satisfaction of regulatory requirements, if any, and such other
conditions as the parties may require. Additionally, consummation of the
transaction by the Company shall be subject to shareholder approval and the
receipt of fairness opinion indicating the terms of the transaction are
fair to the Company's shareholders.
B2B intends to develop an online business-to-business e-commerce
platform and technology to maximize opportunities on the Internet. To date
B2B has conducted only limited operations.
ELECTION OF DIRECTORS
---------------------
The Articles presently provide for a Board of Directors of not less
than five (5) nor more than seven (7) members. The number of Directors of
the Company has been fixed not to exceed six (6) by the Company's Board of
Directors. The Board of Directors are divided into three classes of two
Directors which hold office for a period of three years. Shareholders
elect one class each year for a three year term. Mr. Frederick G.
Schriever and Mr. William H. Hopton, current Class A Directors, are
nominated to serve new three (3) year terms.
A majority of the Company's Board of Directors recommends election of
the two (2) Class A nominees listed below and for the term indicated, to
hold office until the Annual Meeting of Shareholders in the year 2003 and
until his successor is elected and qualified or until his earlier death,
resignation or removal. The person named as "proxies" in the enclosed form
of Proxy, who have been designated by Management, intend to vote for the
two (2) nominees for election as Directors unless otherwise instructed in
such proxy. If at the time of the Meeting, if the nominees named below
should be unable to serve, which event is not expected to occur, the
discretionary authority provided in the Proxy will be exercised to vote for
such substitute nominees, if any, as shall be designated by a majority of
the Board of Directors.
The following table sets forth the name and age of the nominee for
Class A Directors, indicating all positions and offices with the Company
presently held by them, the period during which they have served as such,
and the class and term for which they have been nominated:
CLASS A NOMINEE - TERM EXPIRING AT THE
ANNUAL SHAREHOLDERS MEETING IN 2003
Other Positions Period Served
and Offices Held as Director
Name Age with the Company of the Company
---- --- ---------------- --------------
Frederick G. Schriever 75 Director November 1987 to present
William H. Hopton 65 President and Director January 1986 to present
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES SET FORTH ABOVE.
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The Company's Board of Directors held four (4) regular meetings during
the fiscal year ended December 31, 1999, at which time all of the then
Directors were present or consented in writing to the actions taken at such
meetings.
There is no family relationship between any Director or nominee for
Director of the Company and any other Director, nominee or Executive
Officer of the Company.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
-----------------------------------------------
Set forth below are the names of all Directors, including the two (2)
Class A Nominees for Director, and Executive Officers of the Company, all
positions and offices held by each such person, the period during which
they have served as such, and the principal occupations and employment of
such persons during the last five years:
FREDERICK G. SCHRIEVER former Chairman of the Company's Board of
Directors from November of 1987 to June 1999. President of Casting Sales,
Inc. from 1972 to present. Casting Sales, Inc. is a manufacturer's
representative of foundries and machining. Since 1955 to the present, Mr.
Schriever has also been President of Amber Tool and Engineering which holds
real estate and owns an interest in several machine shops. Since 1960 to
the present, he has been President of J.P. Bell Co., a company specializing
in machine levelers, Vice President of Casting Industries, Inc. and since
1996 Chairman of Machining Enterprise, Inc. a production machine shop. Mr.
Schriever received a Bachelor of Science Degree in Organic Chemistry in
1949 from the University of Michigan. Mr. Schriever devotes as much time
as necessary to the business of the Company and its subsidiaries.
DELBERT W. MULLENS has been a Director since July of 1990 and
President of NHF since September 1, 1992. He has been the President,
Director, and principal shareholder of Flint Coatings of Flint, Michigan,
a company engaged in painting automotive parts for major car manufacturers
including General Motors Corporation. Mr. Mullens is also Chairman of
Product-SDL Chemical, Inc. Mr. Mullens received a Bachelor of Science
Degree in Business Administration from Tennessee State University. Mr.
Mullens devotes as much time as is necessary to the business of the Company
and its subsidiaries.
WILLIAM H. HOPTON has been President of the Company since April of
1988, and a Director of the Company since January of 1986. Mr. Hopton also
served as the Company's Vice President from January of 1986 to April of
1988. Since 1984, Mr. Hopton has been President of NHF. Effective
September 1, 1992, Mr. Hopton retired as President of NHF but will provide
consulting services to NHF as needed. Also, as of that date, he is
devoting his business time to the management of Margate Industries, Inc.
Mr. Hopton received a B.A. Degree in Business Administration from the
University of Detroit in 1964.
DAVID A. WIDLAK has been Secretary and a Director of the Company since
November of 1987. In February 1994 he was named Vice President. Also, Mr.
Widlak is a director of Community Central Bank, of Mount Clemens, Michigan,
a publicly held company since November 1999. He received a Bachelors
Degree from Wayne State University in 1969 and a juris doctorate Degree in
Law from the University of Michigan in 1972. Mr. Widlak devotes as much
time as is necessary to the business of the Company and its subsidiaries.
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DENIS R. LEDUC has been a Director since June 1999. He received his
Bachelor Degree from Wayne State University in 1969 (cum laude) and a juris
doctorate degree in law from the University of Michigan in 1972.
The Officers of the Company and its subsidiaries are elected by the
respective Board of Directors at the first meeting after each annual
meeting of shareholders and hold office until the next annual meeting of
directors or their earlier resignation or removal.
The date of the next annual meeting of the Company will be determined
by the Company's Board of Directors in accordance with Delaware law.
Except for Mr. Widlak, no Director holds a directorship in any company
with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934 or subject to the requirements of Section
15(d) of such Act or any company registered as an investment company under
the Investment Company Act of 1940.
COMPLIANCE WITH SECURITIES EXCHANGE ACT REPORTING REQUIREMENTS
--------------------------------------------------------------
To the Company's knowledge, during the fiscal year ended December 31,
1999, the Company's Officers and Directors complied with all applicable
Section 16(a) filing requirements. This statement is based solely on a
review of the copies of such reports furnished to the Company by its
Officers and Directors and their written representations that such reports
accurately reflect all reportable transactions.
THE BOARD OF DIRECTORS AND ITS STANDING COMMITTEES
--------------------------------------------------
The Company's Board of Directors has the responsibility to review the
overall operations of the Company. The Board members are kept informed of
the Company's results of operations and proposed plans and business
objectives through periodic reports sent to them by the Company's
management or presented at Board and Committee meetings.
The Company has an audit and compensation committee consisting of
Delbert Mullens and Denis LeDuc, which consults with and reviews the
reports of the Company's independent auditors and the Company's internal
financial staff. This committee also makes recommendations to the
Company's Board of Directors as to compensation matters. The audit and
compensation committee held one meeting during the year. The Company's
Board of Directors held four regular meetings during the fiscal year ended
December 31, 1999, at which time all of the then Directors were present or
consented in writing to the actions taken at such meetings.
DIRECTORS' COMPENSATION
The Directors received $6,000 for each regular meeting they attend
plus expenses. The Chairman of the Board of Directors received $7,000 per
meeting. Special meetings were paid at $3,000, but have been reduced
currently to $1,500.
Effective at the June Board of Directors meeting, fees for Directors
were reduced to $4,000 for each regular meeting.
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BOARD COMMITTEES
The Board of Directors has three principal standing committees which
served during the year ended December 31, 1999.
The NOMINATING COMMITTEE recommends to the Board of Directors
candidates to fill vacancies on the Board of Directors and consists of
Frederick G. Schriever, David Widlak and William H. Hopton. The Nominating
Committee has not established any formal policy or procedure for
considering nominees recommended by shareholders.
The AUDIT COMMITTEE recommends to the Board of Directors the
appointment of the independent certified public accountants for the
following year. The Committee reviews with the accountants the scope of
the Company's annual audit, the annual financial statements of the Company,
and the auditors' comments relative to the adequacy of the Company's system
of internal controls and accounting systems. The Committee, which reports
directly to the Board of Directors is composed of Delbert Mullens and Denis
LeDuc. The Committee met one (1) time during the year. Mr. Mullens and Mr.
LeDuc are non-employees of the Company.
The COMPENSATION COMMITTEE, whose report follows, is composed of
Delbert Mullens and Denis LeDuc, and reports directly to the Board of
Directors. The Committee met one (1) time during 1999 with the Board of
Directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------
Mr. Mullens and Mr. LeDuc, members of the Compensation Committee, are
non-employees of the Company.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE MANAGEMENT COMPENSATION
- -------------------------------------------------------------------------
The Compensation Committee of the Board of Directors (the "Committee")
evaluates and approves the overall policies which govern the annual base
salaries of the Company's President and Chief Executive Officer ("CEO") and
other Executive Officers.
The Committee reviews and evaluates the Company's corporate
performance and executive management compensation once each year. In
making its evaluations, the Committee considers a large number of factors
including those set forth under "Compensation Policies" herein, together
with other matters such as the inflation rate, and the Company's past
performance, generally over consecutive three year time frames.
COMPENSATION POLICIES
The Company's compensation policies, particularly as they apply to its
Executive Officers, including Mr. Hopton, the President and CEO, are
designed to achieve the following major objectives:
1. To set base annual salaries (base income) for key Executive Officers
which are deemed reasonably competitive in the context of American
industry generally, and the automotive
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industry specifically. Business size, level of responsibility,
complexity of operations, and long term performance and prospects are
among the factors considered.
2. The Committee considers a variety of intangible and other factors such
as each person's likely future contribution to the Company's
successful growth, the current state and prospects of the industry and
the Company's long-term goals and strategies which might from time to
time require temporary investment in personnel resources in the
absence of immediate positive results. Further, the Committee
considers the compensation and benefits previously paid to its
Executive Officers.
EXECUTIVE COMPENSATION
----------------------
The following table sets forth the total remuneration paid during the
Company's last fiscal year ended December 31, 1999 and the prior two years
to the President and Vice President:
<TABLE>
<CAPTION>
==========================================================================================================
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name Annual Restricted LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Award(s) SARs outs sation
Position Year (1) ($) ($) ($)(2) ($) (#)(3) ($) ($)(4)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
William H. Hopton 1999 $ 90,000 $ -0- $ 14,000 80,000 $ 22,400
President and CEO 1998 $ 90,000 $ -0- $ 30,000 0 $ 22,000
1997 $ 87,500 $ -0- $ 24,000 0 $ 20,000
David Widlak 1999 $ 65,000 $ -0- $ 14,000 80,000 $ 20,000
Vice President 1998 $ 66,000 $ -0- $ 30,000 0 $ 20,000
1997 $ 62,500 $ -0- $ 24,000 0 $ 19,000
===========================================================================================================
</TABLE>
(1) Periods presented are for the year ended December 31.
(2) Represents Directors fees.
(3) Number of shares of Common Stock subject to options granted during the
year indicated.
(4) Represents employer contributions for insurance, disability insurance,
pension and car allowance.
OPTIONS GRANTED
The following table sets forth the options that have been granted to
the President and Vice President listed in the Executive Compensation Table
during the Company's last fiscal year ended December 31, 1999.
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Option/SAR Grants in Last Fiscal Year (1999)
--------------------------------------------
Individual Grants
- ---------------------------------------------------------------------------
(a) (b) (c) (d) (e)
% of Total
Options/ Options/SARs Exercise
SARs Granted to or Base
Granted Employees Price Expiration
Name (#) in Fiscal year ($/Share) Date
---- ------- -------------- -------- ----------
William H. Hopton N/A N/A N/A N/A
President
David A. Widlak N/A N/A N/A N/A
Vice President
AGGREGATE OPTIONS EXERCISED IN 1998 AND OPTION VALUES AT DECEMBER 31, 1999
The following table sets forth certain information regarding options
to purchase shares of Common Stock exercised during the Company's 1999
fiscal year and the number and value of exercisable and unexercisable
options to purchase shares of Common Stock held as of the end of the
Company's 1999 fiscal year by the Executive Officers of the Company named
in the Summary Compensation Table:
Aggregated Options Exercised in 1999
and Option Values at December 31, 1999
- --------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired Value 12/31/99 12/31/99
Name on Exercise Realized(1) Exercisable Exercisable(2)
---- ----------- -------- ----------- -----------
William H. Hopton None $0 80,000 $14,400
President
David A. Widlak None $0 80,000 $14,400
Vice President
- --------------------------------------------------------------------------
(1) Value realized is equal to the difference between the fair market
value per share of Common Stock on the date of exercise and the option
exercise price per share multiplied by the number of shares acquired
upon exercise of an option.
(2) Value of exercisable/unexercisable in-the-money options is equal to
the difference between the fair market value per share of Common Stock
of $1.81 at December 31, 1999, and the option exercise price per share
multiplied by the number of shares subject to options.
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TRANSACTIONS WITH MANAGEMENT AND OTHERS
---------------------------------------
None
INDEPENDENT AUDITORS
--------------------
Perrin, Fordee & Company, P.C. currently serves the Company as
independent auditors. Representatives of Perrin, Fordee & Company, P.C.
will be present at the Annual Meeting, will have an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions from shareholders.
OTHER BUSINESS
--------------
As of the date of this Proxy Statement, management of the Company was
not aware of any other matter to be presented at the Meeting other than as
set forth herein. However, if any other matters are properly brought
before the Meeting, the shares represented by valid proxies will be voted
with respect to such matters in accordance with the judgement of the
persons voting them. A majority vote of the shares outstanding is
necessary to approve any such matters.
ANNUAL REPORT
-------------
The Company's Annual Report for the year ended December 31, 1999,
accompanies this Proxy Statement. The Annual Report is not incorporated
into this Proxy Statement and is not to be considered part of the
solicitation material.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
FOR THE ANNUAL MEETING TO BE HELD IN JUNE, 2001
-----------------------------------------------
Any proposal by a shareholder intended to be presented at the
Company's Annual Meeting of Shareholders which is expected to be held in
June, 2001, must be received at the offices of the Company, 129 North Main
Street, Yale, Michigan 48097, no later than February 28, 2001, in order to
be included in the Company's proxy statement and proxy relating to that meeting.
WILLIAM H. HOPTON, PRESIDENT
Yale, Michigan
June 1, 2000
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PROXY PROXY
- ----- -----
MARGATE INDUSTRIES, INC.
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD JUNE 28, 2000
The undersigned hereby constitutes and appoints William H. Hopton and if
not available, David Widlak, the true and lawful attorney and proxies of
the undersigned, with full power of substitution and appointment, for and
in the name, place and stead of the undersigned, to act for and vote all of
the undersigned's shares of the $.015 par value common stock of Margate
Industries, Inc., a Delaware corporation at the Annual Meeting of
Shareholders to be held at 129 North Main Street, Yale, Michigan 48097 at
9:00 a.m. Eastern Daylight Time, on June 28, 2000, and any and all
adjournments thereof, for the following purposes:
1. The election of two (2) Directors of the Company:
[ ] FOR the nominees listed below (except as marked to the contrary):
[ ] WITHHOLD AUTHORITY to vote for the nominee listed below:
Class A Nominee
Three Year Term
---------------
Frederick G. Schriever
William H. Hopton
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE, CROSS OUT THE NOMINEE'S NAME ABOVE.)
2. To transact such other business as properly may come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ABOVE.
The undersigned hereby revokes any proxies as to said shares heretofore
given by the undersigned, and ratifies and confirms all that said attorneys
and proxies may lawfully do by virtue hereof.
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SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE
WITH THE SHAREHOLDER'S SPECIFICATION ABOVE. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT
THE TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt
of the Notice of Annual Meeting of
Shareholders, Proxy Statement and Annual
Report to Shareholders furnished therewith.
Dated: _____________________________, 2000
__________________________________________
__________________________________________
Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s)
hereon. Executors, administrators,
trustees, guardians and attorneys should
indicate when signing. Attorneys should
submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MARGATE
INDUSTRIES, INC. PLEASE SIGN AND RETURN THIS PROXY USING THE ENCLOSED
ENVELOPE TO MARGATE INDUSTRIES, INC., 129 NORTH MAIN STREET, YALE, MICHIGAN
48097. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON
IF YOU ATTEND THE MEETING.
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