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
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[_] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2)
IL INTERNATIONAL INC.
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(Name of Registrant as Specified In Its Charter)
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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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| 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:
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2) Form, Schedule or Registration No.
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3) Filing Party:
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4) Date Filed:
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<PAGE>
IL INTERNATIONAL INC.
Notice of Annual Meeting of Stockholders
to be held May 22, 1997
Stratford, Connecticut
April 21, 1997
To the Stockholders of
IL INTERNATIONAL INC.:
The Annual Meeting of the Stockholders of IL International Inc. (the
"Company") will be held at the offices of Grant Thornton LLP, 605 Third Avenue,
New York, New York on Thursday, May 22, 1997, at 11:00 A.M. (local time) for the
following purposes:
1. To elect five directors.
2. To approve the appointment of Grant Thornton LLP as independent
accountants for the Company's fiscal year ending December 31, 1997.
3. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
The close of business on April 18, 1997 has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of and to vote at the Meeting. A list of the stockholders entitled to
vote at the Meeting may be examined at the Company's executive offices located
at 400 Long Beach Boulevard, Stratford, Connecticut during the ten day period
preceding the Meeting.
By Order of the Board of Directors,
/s/Keith G. Frey
Keith G. Frey
Secretary
You are cordially invited to attend the Meeting in person. If you do not
expect to be present, please mark, sign and date the enclosed form of proxy and
mail it in the enclosed return envelope, which requires no postage if mailed in
the United states, so that your vote can be recorded.
<PAGE>
PROXY STATEMENT
This Proxy Statement, which will be mailed commencing on or about April 23,
1997 to the persons entitled to receive the accompanying Notice of Annual
Meeting of Stockholders, is provided in connection with the solicitation of
proxies by the Board of Directors of IL International Inc. (the "Company") for
use at the Annual Meeting of Stockholders (the "Meeting") to be held on May 22,
1997, and at any adjournments thereof, for the purposes set forth in such
Notice. Each proxy will be voted as directed in the proxy and may be revoked at
any time before it is voted by filing with the Secretary an instrument revoking
it, by executing a later-dated proxy or by voting in person by ballot at the
Meeting.
At April 18, 1997, the record date, the Company had outstanding 79,375,497
shares of common stock, $.01 par value (the "Common Stock"), each of which is
entitled to one vote with respect to each matter to be voted on at the Meeting.
The Company has no class or series of stock outstanding other than the Common
Stock.
Directors of the Company are elected by plurality vote. Adoption of
proposal 2 will require the affirmative vote of a majority of the Common Stock
present and voting thereon at the Meeting. Abstentions and broker non-votes (as
hereinafter defined) will be counted as present for the purpose of determining
the presence of a quorum. For the purpose of determining the vote required for
approval of matters to be voted on at the Meeting, shares held by stockholders
who abstain from voting will be treated as being "present" and "entitled to
vote" on the matter. Thus, an abstention has the same legal effect as a vote
against the matter. However, in the case of a broker non-vote or where a
stockholder withholds authority from his proxy to vote the proxy as to a
particular matter, such shares will not be treated as "present" and "entitled to
vote" on the matter. Thus, a broker non-vote or the withholding of a proxy's
authority will have no effect on the outcome of the vote on the matter. A
"broker non-vote" refers to shares of Common Stock represented at the Meeting in
person or by proxy by a broker or nominee where such broker or nominee (i) has
not received voting instructions on a particular matter from the beneficial
owners or persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on such matter.
The Company's executive offices are located at 400 Long Beach Boulevard,
Stratford, Connecticut 06497.
<PAGE>
I. ELECTION OF DIRECTORS
Five directors will be elected at the Meeting. It is the intention of
each of the persons named in the accompanying proxy to vote the shares
represented thereby in favor of the five nominees listed in the following table,
unless contrary instructions are given. Each such nominee is currently serving
as a director. Additionally, Messrs. Leemans, Frey and Giroletti are currently
serving as the Company's executive officers. In case any of the nominees is
unable or declines to serve, such persons reserve the right to vote the shares
represented by such proxy for another person duly nominated by the Board of
Directors in his stead or, if no other person is so nominated, to vote such
shares only for the remaining nominees. The Board of Directors has no reason to
believe that any person named will be unable or unwilling to serve. The
directors elected by the stockholders will serve until the 1998 Annual Meeting
of Stockholders and until their respective successors are duly elected and have
qualiifed. Certain information concerning the nominees and the executive
officers of the Company is set forth below. Such information was furnished by
them to the Company.
Certain Information Concerning
Nominees of the Company
Shares of Common
Stock Owned Percent
Name and Certain Beneficially as of of
Biographical Information April 18, 1997 Class
------------------------ -------------- -----
MICHEL F. LEEMANS, age 58, President, 39,653,861 (1) 50.0%
Chief Executive Officer and
Director of the Company since prior
to 1992; President and Chief
Executive Officer of Sofinance
S.r.l. (investment bankers) from
prior to 1992 to 1994 and a
Director since prior to 1992;
President and Chief Executive
Officer of Clac S.r.l. (advertising
agency) since prior to 1992.
2
<PAGE>
Shares of Common
Stock Owned Percent
Name and Certain Beneficially as of of
Biographical Information April 18, 1997 Class
------------------------ -------------- -----
KEITH G. FREY, age 57, Vice President, 39,654,045 (2) 50.0%
Finance and Administration, Chief
Financial Officer and Director of
the Company since prior to 1992;
President, IL USA, Inc., an
operating subsidiary of the
Company, since 1992; Vice President
of IL USA, Inc. during and prior to
1992.
LUIGI GIROLETTI, age 49, Vice President 39,653,861 (1) 50.0%
and Director of the Company since
prior to 1992; President and
Managing Director of Italiana Luce
S.r.l. (designer and distributor of
lamps and lighting products), an
operating subsidiary of the
Company, since prior to 1992.
THOMAS R. REARDON, age 63, Director of - 0 - --
the Company since prior to 1992;
President of Heliochrome Press
(commercial printers) since prior
to 1992; Chairman of the Board and
President of The Studley Press,
Inc. (commercial printers) from
prior to 1992 to 1994.
LEWIS G. SINGER, age 62, Director of the - 0 - --
Company since prior to 1992;
Principal and President of G-Seven
Ltd. (furniture manufacturers)
since 1994; Principal of Thomas C.
Baer, Inc. (now Coro Services Inc.)
(furniture management consulting
firm)
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<PAGE>
from 1992 to 1994 and consultant
thereto since 1994.
- ------------
(1) Represents 39,653,861 shares owned by Itamlight S.A., a Luxembourg
corporation ("Itamlight") whose principal address is 3 rue Nicolas Adames,
1114 Luxembourg. Messrs. Leemans, Frey and Giroletti are the sole
shareholders of Itamlight.
(2) Includes 39,653,861 shares owned by Itamlight.
Committees and Meetings of the Board of Directors
During the past fiscal year, the Board of Directors of the Company met four
times. All the directors were present at each meeting except Mr. Giroletti who
attended two meetings.
The Board of Directors has an Audit Committee whose members are Messrs.
Reardon, Singer and Leemans. Among other things, the Audit Committee reviews the
scope and procedures of the activities of the Company's independent accountants
and the accountants' reports on the audits of the Company's financial
statements. The Committee also reviews reports from management and the Company's
independent accountants on compliance with corporate policies and the adequacy
of the Company's internal auditing controls. The Audit Committee met twice
during the past fiscal year.
The Company does not have a compensation committee or a nominating
committee.
Compensation of Executive Officers
The following table sets forth information concerning the compensation
earned by each of the executive officers of the Company for services rendered
during each of the fiscal years ended December 31, 1996, 1995 and 1994.
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<PAGE>
SUMMARY COMPENSATION TABLE
Name and Principal
Position Year Salary Bonus
- ------------------ ---- ------ -----
Michel F. Leemans (1) 1996 $135,049 -
President and Chief 1995 141,357 -
Executive Officer 1994 135,821 -
Keith G. Frey 1996 $146,667 -
Vice President, Finance 1995 146,667 -
and Administration 1994 146,667 -
Luigi Giroletti (2) 1996 $212,932 -
Vice President 1995 196,265 $65,799
1994 185,913 63,123
- ------------
(1) All such compensation was paid to Sofinance S.r.l., an investment banking
firm of which Michel F. Leemans is a director.
(2) The salary paid to Luigi Giroletti in the years ended December 31, 1996,
1995 and 1994 included $63,867, $64,667 and $59,667, respectively, paid in
U.S. dollars. Such payments were in addition to the base salary provided
for in the services agreement of Mr. Giroletti with Italiana Luce (see
"Other Information Concerning Directors, Officers and Stockholders" below
for a description of the services agreement). All other compensation paid
to Mr. Giroletti was paid in lire and has been converted at the weighted
average exchange rates for the respective years, namely, Lit. 1,543 in
1996, Lit. 1,627 in 1995 and Lit. 1,608 in 1994.
The Company has no pension, profit sharing, stock option, stock purchase or
other employee benefit plans.
The Company makes available certain additional benefits to certain of its
executive officers. The Company considers such benefits to be ordinary and
incidental business costs and expenses. The aggregate value of such benefits in
the case of each executive officer which cannot be precisely ascertained but
which is less than the lesser of either $50,000 or 10% of the total of annual
salary and bonus reported for each of the executive officers named in the
Summary Compensation Table, is not included in such table.
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<PAGE>
Compensation of Directors
The Company pays its directors who are not employees of the Company an
annual fee of $2,000, plus $150 and out-of-pocket expenses for attending each
meeting of the Board of Directors of the Company.
Other Information Concerning Directors,
Officers and Stockholders
Messrs. Leemans, Frey and Giroletti, the sole stockholders (the "Itamlight
Stockholders") of Itamlight, entered into an Agreement, dated as of November 20,
1991 (the "Stockholders Agreement"), pursuant to which they set forth certain
rights and restrictions relating to their investment in Itamlight. The
Stockholders Agreement provides that certain decisions with respect to Itamlight
e.g., (i) voting shares of Common Stock, (ii) buying or selling shares of Common
Stock, (iii) refinancing Itamlight's indebtedness or (iv) liquidating Itamlight,
will be taken by the unanimous consent of all Itamlight Stockholders. The
Stockholders Agreement provides that all other matters will be decided by those
Itamlight Stockholders holding a majority of the shares of the stock of
Itamlight. The Stockholders Agreement also provides the Itamlight Stockholders
with certain put and first refusal rights with respect to the other Itamlight
Stockholders' shares of Itamlight stock. Finally, the Stockholders Agreement
provides that the Itamlight Stockholders will submit to arbitration in the event
of any disagreement with respect to their ownership of shares of Itamlight
stock.
Italiana Luce has entered into a services agreement with Luigi Giroletti.
The current term of the services agreement expires December 31, 1997. The
agreement may be extended for such additional periods and on such terms as may
be mutually agreed upon. The services agreement provides for a base salary,
payable in lire, which is subject to annual increases based on the ISTAT index
(i.e., the Italian cost of living index). Mr. Giroletti's base salary in 1996
under the services agreement was Lit. 230,000,000 ($149,065 when converted at
the 1996 weighted average exchange rate). Additionally, upon achievement by
Italiana Luce of certain cash flow targets, Mr. Giroletti was entitled, in 1994
and 1995, to receive a cash bonus computed as a percentage of his base salary.
Information Concerning Certain Stockholders
The stockholders (including any "group" as that
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<PAGE>
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 (the
"Exchange Act") who, to the knowledge of the Board of Directors of the Company,
owned beneficially more than five percent of the Company's Common Stock as of
April 18, 1997, each director of the Company who beneficially owns Common Stock,
each executive officer of the Company and all directors and officers of the
Company as a group, and their respective shareholdings as of such date
(according to information furnished by them to the Company), are set forth in
the following table. Except as indicated in the footnotes to the table, all of
such shares are owned with sole voting and investment power.
Shares of Common
Stock Owned
Name and Address of Beneficially as of Percent of
Beneficial Owner April 18, 1997 Class
------------------ ------------------ -----
Itamlight S.A. 39,653,861 50.0%
3 rue Nicolas Adames
1114 Luxembourg
Michel F. Leemans 39,653,861 (1) 50.0%
400 Long Beach Blvd.
Stratford, CT 06497
Keith G. Frey 39,654,045 (2) 50.0%
400 Long Beach Blvd.
Stratford, CT 06497
Luigi Giroletti 39,653,861 (1) 50.0%
400 Long Beach Blvd.
Stratford, CT 06497
All Directors and Officers as 39,654,045 (2) 50.0%
a Group (five persons)
- ------------
(1) Represents 39,653,861 shares owned by Itamlight.
(2) Includes 39,653,861 shares owned by Itamlight.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent of the Company's
Common Stock, to file with the Securities and Exchange Commission initial
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<PAGE>
reports of beneficial ownership and reports of changes in beneficial ownership
of Common Stock. Such persons are required by the Commission's regulations to
furnish the Company with copies of all Section 16(a) reports filed.
To the Company's knowledge, based solely on representations made to the
Company that no such reports were required in respect of the fiscal year ended
December 31, 1996, no filings under Section 16(a) were required by its officers,
directors and greater than ten percent stockholders.
II. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has designated Grant Thornton LLP of 605 Third
Avenue, New York, New York as its independent accountants for the fiscal year
ending December 31, 1997. Grant Thornton LLP served as the independent
accountants of the Company for the fiscal years ended December 31, 1996 and
1995.
Although it is not required to do so, the Board of Directors is submitting
its selection of the Company's independent accountants for ratification at the
Meeting in order to ascertain the views of the stockholders regarding such
selection. If the selection is not ratified, the Board of Directors will
reconsider its selection.
A representative of Grant Thornton LLP will be present at the Meeting. He
will be afforded an opportunity to make a statement if he so desires and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF GRANT
THORNTON LLP.
III. OTHER MATTERS
The Board of Directors does not know of any other matters which may be
brought before the Meeting. However, if any such other matters are properly
presented for action, it is the intention of the persons named in the
accompanying form of proxy to vote the shares represented thereby in accordance
with their judgment on such matters.
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<PAGE>
IV. MISCELLANEOUS
If the accompanying form of proxy is executed and returned, the shares
represented thereby will be voted in accordance with the directions indicated in
the proxy, unless the proxy is revoked. If no directions are indicated in such
proxy, the shares represented thereby will be voted FOR the nominees proposed by
the Board of Directors in the election of directors and FOR the approval of the
Board of Directors' selection of the independent accountants for the Company.
All costs relating to the solicitation of proxies will be borne by the
Company. Proxies may be solicited by officers, directors and regular employees
of the Company and its subsidiaries personally, by mail or by telephone,
facsimile or telegraph, and the Company may pay brokers and other persons
holding shares of stock in their names or those of their nominees for their
reasonable expenses in sending soliciting material to their principals.
It is important that proxies be returned promptly. Stockholders who do not
expect to attend the Meeting in person are urged to mark, sign and date the
accompanying form of proxy and mail it in the enclosed return envelope, which
requires no postage if mailed in the United States, so that their votes can be
recorded.
Stockholders Proposals
Stockholder proposals intended to be presented at the 1998 Annual Meeting
of Stockholders of the Company must be received by the Company by December 24,
1997 in order to be considered for inclusion in the Company's Proxy Statement
relating to such meeting.
Annual Report on Form 10-KSB
Upon written request of any stockholder of record on April 18, 1997, a copy
of the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1996 (excluding exhibits), as filed with the Securities and Exchange
Commission, will be supplied without charge. Requests should be directed to the
Secretary, IL International Inc., 400 Long Beach Boulevard, Stratford,
Connecticut 06497.
April 21, 1997
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<PAGE>
IL INTERNATIONAL INC.
Proxy -- Annual Meeting of Stockholders -- May 22, 1997
COMMON STOCK
The undersigned, a stockholder of IL INTERNATIONAL INC., does hereby
appoint Michel F. Leemans and Keith G. Frey, or either of them, with full power
of substitution, the undersigned's proxies, to appear and vote all shares of
Common Stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held on Thursday, May 22, 1997 at 11:00
A.M., local time, or at any adjournment thereof, upon such matters as may
properly come before the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby instructs said proxies or their substitutes to vote
as specified on the reverse on each of the following matters and in accordance
with their judgment on any other matters which may properly come before the
Meeting.
(Continued on reverse side)
<PAGE>
<TABLE>
<CAPTION>
A |X| Please mark your
votes as in this
example.
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for
to the all nominees
contrary below). listed at right.
<S> <C> <C> <C> <C>
1. ELECTION NOMINEES: Michel F. Leemans 2. Ratification of appointment of Grant
OF Keith G. Frey Thornton LLP as independent accountants
DIRECTORS |_| |_| Luigi Giroletti for fiscal 1997. FOR AGAINST ABSTAIN
Thomas R. Reardon [ ] [ ] [ ]
Lewis G. Singer
(INSTRUCTION: To withhold authority to vote for any
individual; nominee, write the nominee's name in the THE BOARD OF DIRECTORS FAVORS A VOTE
space provided below: "FOR" EACH ITEM.
THE SHARES REPRESENTED BY THIS PROXY WILL
- ---------------------------------------------------- BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED AS TO EITHER ITEM 1 OR 2, THEY
WILL BE VOTED IN FAVOR OF THE ITEMS(S) FOR
WHICH NO DIRECTION IS INDICATED.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE ______________________ DATE ___________ SIGNATURE ________________ DATE ___________
IF HELD JOINTLY
IMPORTANT: Before returning this Proxy, please sign your name or names on the line(s) above exactly as shown thereon. Executors,
administrators, trustees, guardians or corporate officers should indicate their full titles when signing. Where shares
are registered in the name of joint tenants or trustees, each joint tenant or trustee should sign.
</TABLE>
