<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant / /
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 Under Rule 14a-12
OFFICELAND 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)(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:
___________________________________________________________________________
<PAGE>
OFFICELAND INC.
312 Dolomite Drive, Suite 212
Downsview, Ontario, Canada M3J 2N2
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
Monday November 20, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Officeland Inc. (the "Company"), an Ontario corporation, will be held on Monday
November 20, 2000 at 10:00 a.m. Eastern Daylight Time, at the corporate offices
312 Dolomite Drive, Suite 212, Downsview, Ontario, Canada M3J 2N2, for the
purpose of considering and acting upon the following:
I. To approve, by way of a Special Resolution of the
shareholders at a Special Meeting to be held at the
time and date fixed for the Annual Meeting, the
migration of the Company to the United States.
II. To reduce the number of Board of Directors from seven
to five members and elect five Board Members to serve
office for a term expiring at the close of the next
annual meeting of shareholders or until their
successors are elected or appointed to hold office.
III. To ratify and confirm the selection of Grant Thornton
International as the Company's independent auditors
for fiscal year ending November 30, 2000.
IV. To approve the financial statements for the fiscal
year ended November 30, 1999 (attached) and November
30, 1998 (previously filed with SEC).
V. To transact other such business as may properly come
before the annual meeting or any adjournments
thereof.
Only those shareholders of record at the close of business on October
31, 2000, are entitled to notice of and to vote at the annual meeting or any
adjournments thereof, however, both holders of record and holders who can
establish actual ownership of Common Shares at the Annual Meeting are entitled
to vote at the Annual Meeting. The transfer books will not be closed. A complete
list of stockholders entitled to vote at the annual meeting will be available at
the annual meeting.
EXTENDED MEANINGS: Any reference in this Notice to the "Annual Meeting"
shall, wherever such reference addresses or may, by its context, address the
matter of the Company's proposed migration to the United States, be deemed also
to refer to the Special Meeting of the Company, to be held at the same time as
the Annual Meeting, for the purpose of approving, by way of special resolution,
such migration. Any reference to the "migration of the Company to the United
States" shall be deemed to refer to the Company's proposed application, pursuant
to the provisions of section 181 of the Business Corporation Act of the Province
of Ontario, Canada, to continue the Company under the laws of the State of
Delaware. Any reference in this Notice to holders or owners of Common Shares
shall be deemed to include holders of shares of the Company convertible into
Common Shares, namely, holders of Class A Special Shares, Class B Special Shares
or Class C Special Shares
By Order of the Board of Directors,
David A. Debyl
November 1, 2000 Secretary
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE VOTE, SIGN, DATE,
AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED BUSINESS REPLY ENVELOPE.
IF YOU ATTEND THE ANNUAL MEETING YOU MAY, IF YOU WISH, WITHDRAW YOUR PROXY
APPOINTMENT AND VOTE IN PERSON.
<PAGE>
OFFICELAND INC.
312 Dolomite Drive, Suite 212
Downsview, Ontario,
Canada M3J 2N2
November 1, 2000
PROXY STATEMENT FOR COMMON SHARES FOR
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
to be held on Monday November 20, 2000
INTRODUCTION
This Proxy Statement is furnished to shareholders of Common Shares
("Common Shares") of Officeland Inc. an Ontario corporation (the "Company" or
"OFLD"), in connection with the solicitation of proxies by the Company's Board
of Directors from holders of the outstanding Common Shares for use at the Annual
Meeting of Shareholders to be held at 10:00 A.M. Eastern Daylight time at the
company's corporate offices 312 Dolomite Drive, Suite 212, Downsview, Ontario,
Canada M3J 2N2 on Monday November 20, 2000, and at any adjournments thereof (the
"Annual Meeting"). The cost of this solicitation has been borne by the Company.
Except as specifically indicated all dollar amounts in this proxy
statement are expressed in US dollars. Mailing of this proxy statement and the
accompanying form of proxy is to commence on November 1, 2000.
PURPOSE OF MEETING
The Annual Meeting will be held for the following purposes:
I. To approve, by way of a Special Resolution of the
shareholders at a Special Meeting to be held at the
time and date fixed for the Annual Meeting, the
migration of the Company to the United States. The
text of the Special Resolution to be put before the
meeting will be as follows:
RESOLVED THAT:
The Corporation be and it is hereby authorized to
make application to the Minister of Consumer and
Commercial Relations of the Province of Ontario for
authorization, pursuant to the provisions of section
181 of the Business Corporation Act, to apply to
continue the Corporation under the laws of the State
of Delaware.
II. To reduce the number of Board of Directors from seven
to five members and elect five Board Members to serve
office for a term expiring at the close of the next
annual meeting of shareholders or until their
successors are elected or appointed to hold office.
III. To ratify and confirm the selection of Grant Thornton
International as the Company's independent auditors
for fiscal year ending November 30, 2000.
IV. To approve the financial statements for the fiscal
year ended November 30, 1999 (attached) and November
30, 1998 (previously filed with SEC).
V. To transact other such business as may properly come
before the annual meeting or any adjournments
thereof.
The Company's mailing address and the location of its principal
executive offices are 312 Dolomite Drive, Suite 212, Downsview, Ontario, Canada,
M3J 2N2. This Proxy Statement and the accompanying Proxy are first being mailed
to shareholders of the Company on or about November 1, 2000.
<PAGE>
Extended Meanings:
Any reference in this Proxy Statement to the "Annual Meeting" shall,
wherever such reference addresses or may, by its context, address the matter of
the Company's proposed migration to the United States, be deemed also to refer
to the Special Meeting of the Company, to be held at the same time as the Annual
Meeting, for the purpose of approving, by way of special resolution, such
migration. Any reference to the "migration of the Company to the United States"
shall be deemed to refer to the Company's proposed application, pursuant to the
provisions of section 181 of the Business Corporation Act of the Province of
Ontario, Canada, to continue the Company under the laws of the State of
Delaware. Any reference in this Proxy Statement to holders or owners of Common
Shares shall be deemed to include holders of shares of the Company convertible
into Common Shares, namely, holders of Class A Special Shares, Class B Special
Shares or Class C Special Shares.
Shareholders Entitled to Vote
Holders of record of the Company's Common Shares (the "Common Shares") at the
close of business on the Record Date, October 31, 2000, are entitled to receive
notice of the Annual Meeting; however, both holders of record and holders who
can establish actual ownership of Common Shares at the Annual Meeting are
entitled to vote at the Annual Meeting. On October 17, 2000 there were 5,980,257
Common Shares, 588,236 Class A Special Shares, 801,469 Class B Special Shares
and 4,404,649 Class C Special Shares outstanding. Each Common Share, Class A
Special Share, Class B Special Share and Class C Special Share is entitled to
one vote on any matter which may properly come before the shareholders for vote
at the Annual Meeting. In addition, there are, in the aggregate, 8,674,905
options and Common Share Purchase Warrants outstanding (each warrant entitles
the warrant holder to purchase 1 Common Share. Warrant holders do not have
voting rights.
The presence either in person or by properly executed proxy of the
holders of not less than a majority of the outstanding Common Shares entitled to
vote is necessary to constitute a quorum at the Annual Meeting. At a properly
constituted quorum, the affirmative vote of the holders of a majority of the
Common Shares present in person or represented by proxy is required for approval
of all business in the Notice of Annual Meeting of Shareholders, other than the
proposal to approve the migration of the Company to the United States, which
requires a special resolution of the shareholders. A special resolution means a
resolution that is submitted to a special meeting of the shareholders duly
called for the purpose of considering the resolution and passed, with or without
amendment, at the meeting by at least two-thirds of the votes cast at the
meeting.
Recent Developments
1. Effective May 12, 2000 the Company signed an exclusive two year asset
disposition contract with Danka Office Imaging Company, Inc. ("Danka") to
remarket all of Danka's used and surplus inventory. The contract provides the
Company with a 25% commission on the proceeds of all products sold.
2. Effective upon the expiration of his current contract with the Company on
November 30, 2000, and as a result of the Company moving its headquarters to
Beacon Falls, CT, Mr. Marvyn Budd will be stepping down as President and CEO of
the Company and will continue as an active member of its Board of Directors. The
Company and Mr. Budd intend to enter into a Consulting Agreement to develop and
execute the Company's contractual relationship with Danka. The new arrangement
will facilitate Mr. Budd's pursuit of other business opportunities. John
O'Connor, age 39, currently a Senior Vice President with the Company, has agreed
to take on the position of President and COO of the Company effective December
1, 2000.
3. The Company completed, on April 17, 2000, a private equity financing raising
$2.2 million through the issuance of a new series of Class "C" Preferred Shares.
The new Series C Preferred Shares, were sold to a number of existing and new
private equity investors. Participating investors purchased the Series C
preferred shares for U.S. $.50 cents per share and received a new warrant for
each share purchased exercisable at U.S. $87.5 cents. Existing Series A and B
Warrant holders, who participated in the financing, had the exercise price of
their Series A and B Warrants reduced to US $87.5 cents and the term of those
warrants extended to the expiration date of the Series C warrants.
<PAGE>
Proxies
If the enclosed Proxy is executed, returned in time and not revoked,
the shares represented thereby will be voted in accordance with the instructions
indicated in such Proxy. IF NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED
FOR THE PROPOSALS AS LISTED IN THE NOTICE AND IN THE BEST JUDGEMENT OF SUCH
PROXIES AS TO ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENTS THEREOF.
A shareholder who has given a Proxy may revoke it at any time prior to
its exercise at the Annual Meeting by either (i) giving written notice of
revocation to the Secretary of the Company, (ii) properly submitting to the
Company a duly executed Proxy bearing a later date, or (iii) appearing at the
Annual Meeting and voting in person (although attendance at the Annual Meeting
will not in and of itself constitute a revocation of a proxy). All written
notices of revocation of Proxies should be addressed as follows: Officeland
Inc., 312 Dolomite Drive, Suite 212, Downsview, Ontario, Canada M3J 2N2,
Attention: David A. Debyl, Secretary.
PROPOSAL I To Approve the Migration of Company to United States
Migration
Management has proposed to change its jurisdiction of incorporation through a
"continuance" under the relevant Provincial and Federal Canadian statutes, and
domestication under Section 338 of the State of Delaware Code. The proposed
change in corporate venue is being considered in order to provide strategic
long-term advantages to the Company through a stronger US identity and
simplified capital structure. The proposed change in jurisdiction is subject to
shareholder approval and no assurances can be made that it will occur.
Shareholders have a right to dissent to the proposed change in jurisdiction, as
set out below.
Dissenting Shareholder Rights
Any shareholder wishing to dissent from the proposed resolution to continue the
Company as a Delaware corporation pursuant to Proposal I (the Continuance
Resolution) has the right to do so and, in addition to any other right the
shareholder may have, is entitled (subject to compliance with the procedures set
out in the Notice to Dissenting Shareholder referred to below) when the proposed
continuance becomes effective, to be paid the fair value of his shares,
determined as of the close of business on the day before the Continuance
Resolution is adopted.
ANY SHAREHOLDER WHO WISHES TO EXERCISE A RIGHT OF DISSENT (A "DISSENTING
SHAREHOLDER") SHALL DO SO IN RESPECT OF ALL OF THE SHARES IN THE COMPANY HELD BY
THE SHAREHOLDER, BY SENDING A WRITTEN OBJECTION TO THE CONTINUANCE RESOLUTION
(THE "OBJECTION") TO THE COMPANY, AT ITS HEAD OFFICE ADDRESS AT 312 DOLOMITE
DRIVE, SUITE 212, DOWNSVIEW, ONTARIO, CANADA, M3J 2N2, AT OR BEFORE THE DATE OF
THE ANNUAL MEETING.
Should the Continuance Resolution be adopted at the Annual Meeting, the Company
shall, within ten days thereafter, send notice of the adoption of the
Continuance Resolution (the Notice to Dissenting Shareholder) to each Dissenting
Shareholder who has filed an Objection at or before the date of the Annual
Meeting. The Notice to Dissenting Shareholder will set out the rights of the
Dissenting Shareholder and the procedures to be followed to exercise those
rights.
IF THERE ARE A SIGNIFICANT NUMBER OF DISSENTING SHAREHOLDERS, THERE IS NO
ASSURANCE THAT THE COMPANY WILL HAVE THE RESOURCES TO SATISFY ALL OF THE CLAIMS
OF THE DISSENTING SHAREHOLDERS AND HENCE THE COMPANY MAY NOT BE IN A POSITION TO
IMPLEMENT THE CONTINUANCE RESOLUTION, IF ADOPTED AT THE ANNUAL MEETING.
PROPOSAL II To reduce the board from seven to five members and to elect
five Board Members to serve office for a term expiring at the
close of the annual meeting of shareholders or until their
successors are elected or appointed to hold office.
<PAGE>
The Board proposes to amend the Company's by-laws by reducing the board
from seven members to five members, pending the migration of the Company to the
United States and, once the migration of the Company to the United States has
become effective, to increase the Company's board from five members to six
members. The Board of Directors has nominated the following individuals for
election by the holders of Common Shares as directors of the Company to hold
office until the migration of the Company to the United States has become
effective. This proposed slate has a majority of Canadian resident directors, in
compliance with the provisions of the Ontario statute to which the Company is
currently subject.
Marvyn A. Budd
Ajit G. Hutheesing
Edwin (Ted) Lax
Allan R.Lyons
James F. Kay
When the migration of the Company to the United States has become
effective, Mr. Ted Lax will resign his seat on the board. It is then proposed
that Mr. Larry Lunt and Mr. John O'Connor be appointed by the Board of Directors
to fill the vacancies created by resignation of Mr. Ted Lax and the increase in
the Board by one additional member to the board of directors, such that the
proposed slate of directors immediately following the migration of the Company
to the United States will be as follows:
Marvyn A. Budd
Ajit G. Hutheesing
Larry Lunt
John O'Connor
Allan R.Lyons
James F. Kay
Following the migration of the Company to the United States, the
directors then in office will continue to serve as directors until the close of
the next Annual Meeting of Shareholders or until their successors are elected or
qualified to hold office. Subject to employment agreements, officers serve at
the discretion of the Board of Directors.
The Board of Directors held six meetings in the past year. The Board of
Directors has a standing audit and a compensation committee.
Certain Information Concerning Nominees
The following table set forth the names of the nominees for election as
directors, their ages, the year in which they were first elected a director,
their positions with the Company, their principal occupations and employers for
at least the last five years, and any other directorships held by them in
companies that are subject to the reporting requirements of the United States
Securities Exchange Act of 1934 "The Exchange Act" or any company registered as
an investment company under the United States Investment Company Act of 1940.
For information concerning directors' ownership of Common Shares, see "Principal
Shareholders".
<PAGE>
The directors of the Company are as follows:
Name Age Office
Marvyn A. Budd 47 President, Chief Executive
Officer and Director
Ajit G Hutheesing 64 Director
Allan Lyons 59 Director
James F. Kay 72 Director
Edwin (Ted) Lax 51 Director (pending migration)
Larry Lunt 38 Director (following migration)
John O'Connor 39 Director (following migration)
Marvyn A. Budd has been a Director and President /CEO of the Company since
December 1983.
Ajit G. Hutheesing, age 64, is Chairman of the Board and Chief Executive Officer
of International Capital Partners, Inc. since 1992 and a director and Chief
Executive Officer of ICP Investments, Inc. since 1994. He is a director of
Shared Technologies Cellular and Counsel Corporation, both public companies. He
received his M.A. degree from Cambridge University and his M.B.A. degree from
Columbia University.
Allan R. Lyons, age 59, has been a Director of the Company since 1998. He is a
member of the Audit Committee of the Board. Mr. Lyons is a senior member of the
firm Piaker and Lyons CPAs in Vestal, New York, which he joined in 1964. Mr.
Lyons is an active investor and has served on a number of Boards of public and
private companies. He is currently a member of the Board of Directors of
Franklin Credit Management Corporation, Retail Entertainment Group, STAR log
Franchise Corporation and Scoreboard, Inc., all publicly traded companies.
Scoreboard, Inc. filed for Chapter XI bankruptcy in March 1998. Mr. Lyons is a
member of the American Institute of CPAs, the New York State Society of CPA's
and the International Association for Financial Planning. Mr. Lyons was the
Comptroller and Finance Director of the Town of Vestal from 1970 to 1997 and is
on the Board of Advisor - School of Management - Binghamton University.
James F. Kay has been a Director of the Company since 1998. He is a member of
the Audit Committee of the Board. He is currently and for the past five years
been an officer and director of CME Capital Inc., a Canadian public company
engaged in the business of merchant banking. Mr. Kay has been involved in a wide
range of successful businesses, engaged in the industrial and home furnishing
manufacturing, specialty retailing, real estate ownership and management, and
oil and gas industries. He is sole shareholder of Keren Management Limited, the
General Partner of Keren Limited Partnership ("Keren"), an owner, operator, and
developer of a research facility located in Westchester County, New York. Mr.
Kay received his B.Comm. and B.A. in Economics from the University of Manitoba
in 1942.
Larry Lunt has been a Director of the Company since 1998. Mr. Lunt is a Belgian
national who received his MBA from Sophia University in Tokyo, Japan. He began
his career with EDS in Europe in 1985, with the mission to develop the European
market. In 1990, Mr. Lunt started developing his own private equity investment
portfolio, primarily in Europe and Asia. From that time, he also became more
involved in the ARTAL Group, of which he is director. ARTAL is a private holding
Company with extensive investments around the world, with total assets of $2
billion.
Edwin (Ted) Lax has been a Director and an Executive Vice President of the
Company since December 1983.
John O'Connor, age 39, has served as a Vice President and Senior Vice President
with the Company since January of 1999 and has agreed to take on the position of
President and COO of the Company effective December 1, 2000. Prior to joining
the company, Mr. O'Connor founded and operated Eastern Equipment Brokers, Inc.,
(EEB) for 11 years. EEB, an office equipment wholesaler, was acquired by the
Company in 1999. Before founding EEB, Mr.O'Connor spent 5 years with Xerox Corp.
<PAGE>
in various sales and marketing positions. Mr. O'Connor began his career with
American Cyanamid in Wayne, NJ in various accounting and finance roles.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid for services
rendered to the Company during the last three fiscal years for the Company's
Executive Officers and Board of Directors.
<TABLE>
<CAPTION>
U.S. Annual Compensation
------------------------
Long-Term Compensation
Executive Officers Restricted Awards
Underlying * Fiscal Share Securities
Name and Position Year Salary Bonus Award(s) Options/SARs #
----------------- ---- ------ ----- -------- --------------
<S> <C> <C> <C> <C> <C>
Marvyn Budd, President & CEO 1999 $137,857 -0- -0- -
1998 137,857 -0- -0- 148,536
1997 97,910 -0- -0- 107,059
Ronald J. Faust, Director (1) 1999 $80,500 -0- -0- -
1998 137,857 -0- -0- 148,536
1997 97,910 -0- -0- 107,059
Edwin S. Lax, Executive V.P. 1999 $137,857 -0- -0- -
1998 137,857 -0- -0- 148,536
1997 97,910 -0- -0- 107,059
Christopher D. Walker 1999 $90,714 -0- -0- -
1998 90,714 -0- -0- 22,852
1997 60,000 -0- -0- 16,724
Jack McSorley 1999 $90,714 -0- -0- -
1998 90,714 -0- -0- 22,852
1997 60,000 -0- -0- 16,724
</TABLE>
In addition to the above Messrs. Budd and Lax received an annual auto allowance
in the amount of U.S. $9,600 (1999) plus an annual club allowance of U.S.
$7,500. Mr. Ronald J. Faust received auto allowance of US $7500.
* Options to acquire shares of common stock.
In addition to the above, Messrs. Walker and McSorley received an annual auto
allowance in the amount of $6,500.
(1) Mr. Ronald J. Faust resigned effective July 1, 1999 as Vice President of the
Company and is not currently seeking renomination as Director.
<PAGE>
EMPLOYEE STOCK OPTION PLAN
In 1995, the Shareholders of the Company adopted an Employee Stock Option Plan
(the "Plan"), pursuant to which the Company reserved a total of 1,150,000 Common
Shares for the exercise of options to purchase Common Shares (the "Options")
that may be granted under the Plan. The Plan commenced on December 1, 1995 and
terminates on November 30, 2001. The Company has since canceled all further
grants that may be made available under the Plan.
On October 16, 1997 the Company granted 410,610 options at U.S. $0.40 per common
share.
On July 15, 1998 the Company granted 571,292 options at U.S. $3.00 per common
share.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS and MANAGEMENT
The following table sets forth certain information as of November 30, 1999 with
respect to the beneficial ownership of Common Shares by (i) each person who owns
beneficially more than 5% of the outstanding Common Shares, (ii) each director
and executive officer of the Company, and (iii) all officers and directors of
the Company as a group.
<TABLE>
<CAPTION>
Name & Address of(6) (2) Amount and Nature Percent of
Title of Class Beneficial Owner of Beneficial Ownership Class
-------------- ---------------- ----------------------- -----
<S> <C> <C> <C>
Common Marvyn A. Budd (1) (3) 827,771 4%
Common Edwin S. Lax (1) (4) 769,856 3%
Common Ronald J. Faust (1) (5) 872,517 4%
Common Christopher Walker (1) (9) 178,909 1%
Common James Kay (10) 402,351 2%
c/o CME Capital 7 Clarence Square
Toronto, Ontario, M5V 1H1
Common Allan R. Lyons 1,688,196 8%
2521 Vestal Pkwy,
Vestal, New York 13851
Common Jack McSorley (1) (8) 165,755 1%
Common Stammer Limited Partnership (7) 381,000 2%
5375 East Hunter Ave.,
Anaheim Ca. 92807
Common John Einarsen (7) (14) 730,589 3%
285 Industrial Drive,
Wauconda, Ill 60084
Common Larry Lunt (11) 6,342,269 29%
c/o Ardara Investments
300 First Stamford Place,
Common Ajit Hutheesing 1,105,882 5%
c/o International Capital Partners (12)
300 First Stamford Place, Stamford
Connecticut, 06902
Officers and Directors as 8,216,565 64%
A Group
Common John O'Connor (14) 715,000 3%
c/o Eastern Equipment Brokers
101 Island Brook Avenue
Bridge Port, Connecticut, 06606
</TABLE>
<PAGE>
(1) Address is c/o the Company, 312 Dolomite Drive, Suite #212,
Downsview, Ontario M3J 2N2
(2) For the purpose of the above table and the following notes, the
Company's Common Shares shown as "beneficially owned" includes all
securities which pursuant to Rule 13d-3 under the Exchange Act may
be deemed to be "beneficially owned" including, without limitation,
all securities which the "beneficial owner has the right to acquire
within 60 days, as, for example through the exercise of any option,
warrant or right, the conversion of convertible securities or
pursuant to the power to revoke a trust discretionary account or
similar arrangement, including Common Stock Options issued October
16, 1997 and July 15, 1998.
(3) Includes 102,054 shares owned by Susan Budd, the wife of Marvyn
Budd, 107,059 common share purchase options exercisable at $.40 per
share, 148,536 common share purchase options exercisable at $3.00
per share, 2,647 Class B Shares convertible into common share, 5,294
common share purchase warrants exercisable at $0.875 per share
obtained when Class B shares converted. Includes 10,000 Class C
Shares convertible into common shares, 10,000 common share purchase
options exercisable at $0.875 per share obtained when Class C shares
are converted.
(4) Includes 50,017 shares owned by Bonnie Lax, the wife of Edwin Lax,
107,059 common share purchase options exercisable at $.40 per share,
148,536 common share purchase options exercisable at $3.00 per
share, 1,177 Class B Shares convertible into common share, 2,354
common share purchase warrants exercisable at $0.875 per share
obtained when Class B shares converted. Includes 10,000 Class C
Shares convertible into common shares, 10,000 common share purchase
options exercisable at $0.875 per share obtained when Class C shares
are converted.
(5) Includes 267,714 shares owned by Gail Faust, the wife of Ronald
Faust. Includes 246,667 shares owned by R.J. Faust Family Trust.
107,059 common share purchase options exercisable at $.40 per share,
148,536 common share purchase options exercisable at $3.00 per
share, 2,647 Class B Shares convertible into common shares 5,294
common share purchase warrants exercisable at $0.875 per share
obtained when Class B shares converted. Includes 20,000 Class C
Shares convertible into common shares, 20,000 common share purchase
options exercisable at $0.875 per share obtained when Class C shares
are converted.
(6) The percentage of ownership of the class of voting securities in the
above table has been calculating by dividing (I) the aggregate
number of shares of such class actually owned plus all shares of
such class, which may be deemed to be "beneficially owned", by (ii)
the number of shares of such class actually outstanding plus the
number of shares of such class such "beneficial owner" may be deemed
to be "beneficially owned" assuming the other acquisitions of shares
of such class through the exercise of any option, warrant or right
by any other person.
(7) Common Stock reserved for issuance pursuant to the Terms and
Conditions of the acquisition agreements of The Wholesale Group and
Telecom corporation.
<PAGE>
(8) Includes 16,724 Common share purchase options exercisable at $.40
per share, 22,852 common share purchase options exercisable at $3.00
per share, 833 Class B Shares convertible into common shares , 1,766
common share purchase warrants exercisable at $0.875 per share
obtained when Class B shares converted. Includes 41,535 common share
purchase options exercisable at $.01. Includes 1,765 Class C Shares
convertible into common shares, 1,765 common share purchase options
exercisable at $0.875 per share obtained when Class C shares are
converted.
(9) Includes 16,724 Common share purchase options exercisable at $.40
per share, 22,852 common share purchase options exercisable at $3.00
per share.
(10) Includes 44,117 Class B Shares convertible into common shares,
88,234 common share purchase warrants exercisable at $0.875 per
share obtained when Class B shares converted. Includes 100,000 Class
C Shares convertible into common shares, 100,000 common share
purchase options exercisable at $0.875 per share obtained when Class
C shares are converted. Includes 70,000 common share purchase
options exercisable at $0.625.
(11) Larry Lunt is a Director of Ardara Investments. Includes 873,949
Class B Shares convertible into common shares, 1,398,320 common
share purchase warrants exercisable at $0.875 per share obtained
when Class B shares converted. Includes 2,000,000 Class C Shares
convertible into common shares, 2,000,000 common share purchase
options exercisable at $0.875 per share obtained when Class C shares
are converted. Includes 70,000 common share purchase options
exercisable at $0.625.
(12) Includes 29,412 Class B Shares convertible into common shares,
576,470 common share purchase warrants exercisable at $0.875 per
share obtained when Class B shares are converted. Includes 200,000
Class C Shares convertible into common shares, 200,000 common share
purchase options exercisable at $0.875 per share obtained when Class
C shares are converted. Includes 100,000 common share purchase
options exercisable at $0.625.
(13) Includes 41,067 common share purchase options exercisable at $.40
per share, 57,129 common share purchase options exercisable at $3.00
per share. Includes 600,000 Class C Shares convertible into common
shares, 600,000 common share purchase options exercisable at $0.875
per share obtained when Class C shares are converted owned by an
Investment Group controlled by Al Lyons. Includes 70,000 common
share purchase options exercisable at $0.625.
(14) Includes 20,000 Class C Shares convertible into common shares,
20,000 common share purchase warrants exercisable at $ .8750 per
share obtained when Class C shares are converted.
Meetings of Board of Directors and Committees
Board of Directors. The property, affairs and business of the Company
are under the general management of its Board of Directors as provided by the
laws of Ontario and the Bylaws of the Company.
Management
Marvyn A. Budd has been a Director and President /CEO of the Company since
December 1983 and, as indicated under "Recent Developments" above, will be
stepping down as President and CEO of the Company as of November 30, 2000.
John O'Connor, age 39, has served as a Vice President and Senior Vice President
with the Company since January of 1999 and has agreed to take on the position of
President and COO of the Company effective December 1, 2000. Prior to joining
the company, Mr. O'Connor founded and operated Eastern Equipment Brokers, Inc.,
(EEB) for 11 years. EEB, an office equipment wholesaler, was acquired by the
Company in 1999. Before founding EEB, Mr.O'Connor spent 5 years with Xerox Corp.
in various sales and marketing positions. Mr. O'Connor began his career with
American Cyanamid in Wayne, NJ in various accounting and finance roles.
Edwin (Ted) Lax has been Executive Vice-President and a director of the Company
since 1983.
Christopher D. Walker, C.M.A, has been Chief Financial Officer of the Company
since August 1988. Prior to joining Officeland Inc. Mr. Walker was principal
accounting manager for Sketchley Cleaning Services Limited, a retail dry
cleaning chain from 1985-1988. Prior to this Mr. Walker was a staff accountant
for Chartered Accountant Firm. Effective August 31, 2000 Mr. Walker resigned his
position as Chief Financial Officer of the Company.
<PAGE>
Jack McSorley has been employed with the Company since December 1995. Prior to
joining the Company Mr. McSorley spent approximately seven years with Xerox
Canada in Sales and Management Support positions winning numerous National
awards for his business results. Upon leaving Xerox, he went to Citibank to help
launch the newly created Canadian Credit Card Facility that amalgamated the
credit card portfolios of Citibank, EnRoute and Diners Club. Here again he
achieved substantial year over year increases in business providing a strong
foothold for the Diners Club Card in Canada. As Vice President of Sales, Mr.
McSorley has been instrumental in managing the Company's revenue growth.
Proposal III. Ratification of Auditors
It is proposed that the shareholders ratify and confirm the
selection of Grant Thornton International as independent auditors for the
Company for fiscal year ending November 30, 2000. Grant Thorton has been the
Company's auditors since the Company's inception, and the Board of Directors has
recommended their reappointment.
Representatives from Grant Thorton are expected to be present
at the Annual Meeting and will be afforded the opportunity to make a statement
if they desire and will be available to respond to any appropriate question.
Grant Thorton has no financial interest, direct or indirect, in the Company, and
does not have any connection with the Company except in its professional
capacity as an independent auditor.
The Board of Directors recommends that shareholders vote FOR
ratification of the selection of Grant Thorton as independent auditors for the
fiscal year ending November 30, 2000. if a choice is specified on the proxy by
the shareholder, the shares will be voted as specified. If no specification is
made, the shares will be voted FOR ratification. The affirmative vote of a
majority of the Common Shares represented and entitled to vote at the Annual
Meeting at which a quorum is required for approval of proposal I.
Proposal IV. To approve the financial statements for the fiscal year ended
November 30,1999.
(Copy attached under Form 10K)
Proposal V. To transact other such business as may properly come before
the annual meeting or any adjournments thereof.
SHAREHOLDER PROPOSALS
Any proposal which a Company shareholder intends to be presented at the
next Annual Meeting of Shareholders to be held in 2001 must be received by the
Company on or before January 1, 2001. Only proper proposals that are timely
received will be included in the Proxy Statement and Proxy.
Expenses of Solicitation
The cost of soliciting proxies in the accompanying form will be borne
by the Company. In addition to the use of the mails, directors, officers or
other employees of the Company, personally may solicit proxies, by telephone or
by telegraph. The Company does not expect to pay any compensation for the
solicitation of proxies, but may reimburse brokers, custodians or other persons
holding shares in their names or in the names of nominees for their expenses in
sending proxy materials to principals and obtaining their instructions.
<PAGE>
Miscellaneous
Management does not know of any matters to be brought before the Annual
Meeting other than as described in this proxy Statement. Should any other
matters properly come before the Annual Meeting, the persons designated, as
proxies will vote in accordance with their best judgement on such matters.
Availability of Annual Report
Accompanying this Proxy Statement is a copy of the Company's Annual
Report as filed on Form 10k for the year ended November 30, 1999 and Quarterly
report 10QSB for nine months ending August 31, 2000. Shareholders who would like
additional copies of the Proxy Statement and the Annual Report in advance of the
Annual Meeting should direct their requests in writing to: Officeland Inc., 312
Dolomite Drive, Suite 212, Downsview, Ontario, Canada M3J 2N2. Attention:
Investor Relations.
