VALUE HOLDINGS, INC.
Notice of Annual Meeting
To Be Held November 27, 2000
Notice is hereby given that the Annual Meeting of Stockholders
of Value Holdings, Inc., a Florida corporation (the Company ),
will be held at the Beach House Hotel, 9449 Collins Avenue,
Surfside, Florida 33154 on November 27, 2000 at 9:30 a.m.
In accordance with the Company s bylaws the Board of Directors
have fixed October 31, 2000 as the record date for the
determination of the holders of the Company's stock entitled to
notice of the Annual Meeting.
The Company is not actively soliciting proxies, therefore no
proxy card accompanies this notice.
By Order of the Board of Directors
By: /s/ Robert Ziner
Robert Ziner
President/CEO
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
( Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement
Value Holdings, Inc.
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(Name of Registrant As Specified In Charter)
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[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[ ] Check box if any part of the fee is offset as provided by
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Introduction
This Information Statement is furnished by the Board of
Directors of Value Holdings, Inc. (the Company ) in connection
with the election of Directors and the ratification of the
reappointment of our auditors. This information statement is being
sent on or before the close of business on November 7, 2000, to
stockholders of record as of October 31, 2000.
We Are Not Asking You for a Proxy and
You are Requested Not To Send Us a Proxy
OUTSTANDING SECURITIES AND VOTING RIGHTS
As of the Record Date, there were issued and outstanding
159,445,730 shares of the Company s Common Stock, $.0001 par value
(the Common Stock or the Voting Securities ), for the purpose of
determining stockholders entitled to receive this Information
Statement.
Each holder of Voting Securities is entitled to one vote for
each share of Voting Securities in his or her name on the books of
the Company, as of the Record Date, on any matter submitted to the
vote of the stockholders. The election of directors is uncontested
and therefore the Company is not soliciting proxies from
stockholders.
ELECTION OF DIRECTORS
The Company currently has five directors who serve until the
next annual meeting of stockholders and until his or her successor
has been duly elected and qualified.
Each of the nominees is already serving as directors of the
corporation. Each is uncontested for re-election and has consented
to serve as a director. The following are the Directors of the
Company:
Robert Ziner was named President and a director of the Company in
February 1999. Prior to that time Mr. Ziner was an executive with
John Ziner Lumber Limited, a predecessor company.
Alison Rosenberg Cohen is a director and secretary of the Company.
She was previously named President of the Company in September 1991
and had served in such capacity until May 1995 when she stepped
down to become Vice President of Marketing and Anthony Pallante
became president of the Company. On December 3, 1996, upon Mr.
Pallante s resignation as president of the Company, Ms. Cohen was
elected as interim president. She stepped down to become Secretary
of the Company when Mr. Ziner was named President in February 1999.
She was elected a Director of the Company in June 1990. From
1988-1991 Ms. Cohen held various positions with the Company and
with its predecessor, Seashells, Inc. Ms. Cohen graduated from the
University of Miami in 1988 with a B.S. in advertising and
marketing.
Dr. John Balatinecz is a Emeritus Professor of wood science and
forest products and a member of the faculty at the University of
Toronto. He holds a Ph.D. in wood science from the University of
Toronto. Dr. Balatinecz has written more than 100 papers and is
the holder of two patents dealing with the production of recycle
composition paper flakeboard.. He was previously a
member of the board of directors of Green Forest Lumber
Corporation. He was first appointed to the Board of Directors of
the Company in January 2000.
David Stone is an attorney practicing in Toronto in the areas of
commercial litigation and corporate law. He is a member of the
Ontario Bar and received his law degree from the University of
Victoria. Mr. Stone is also an honors graduate of the Canadian
Securities Institute. Mr. Stone is the brother-in- law of Value
Holding s president Robert Ziner. Mr. Stone was first appointed to
the Board of Directors of the Company in January 2000.
Tom P. Hazell is president of the Hazell Underwriting Group, an
insurance firm in Midland, Ontario. A graduate of Waterloo College,
Mr. Hazell has more than 35 years of business experience. Mr.
Hazell is involved with a number of insurance industry groups and
is the president of the Huronia Estate Planning Council and the
past president of the Institute of Chartered Life Underwriters &
Chartered Financial Consultants of Canada. He was first appointed
to the Board of Directors of the Company in January 2000.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors meets during the fiscal year to review
significant developments affecting the Company and to act on
Matters requiring Board approval. The Board maintains an audit
committee which works with the Company's independent accountants.
The Company does not compensate Directors for service on the Board
of Directors. The Company did not grant any stock options to any of
the Company's Directors during the fiscal year ended October 31,
1999.
RATIFICATION OF AUDITORS
The Board of Directors have approved the firm of Berkovits,
Lago & Co., LLP of Fort Lauderdale, Florida to act as the Company's
auditor for the purpose of auditing the Company's financial
statements for the fiscal year ended October 31, 2000. Berkovits,
Lago has audited the Company's financial statements in previous
years. It is not expected that a representative of Berkovits, Lago
will be present at the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
The following are the current officers and directors of the Company
as of October 31, 2000:
Name Positions
Robert Ziner President, CEO, Director
Ida Ovies Chief Financial Officer
Alison Rosenberg Cohen (1) Secretary, Director
John J. Balatinecz (2) Director
David Stone (2) Director
Tom P. Hazel (2) Director
(1) Mssrs. Balatinecz, Stone and Hazel were appointed to the Board
of Directors on January 12, 2000.
(2) Mrs. Cohen is the daughter of Leonard Rosenberg, the former
president of the Company and currently a consultant to the Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
During the fiscal year ended October 31, 1999, Robert Ziner was the
only
executive officer who received compensation in the form of salary
and/or bonus in excess of $100,000. The following table sets forth
certain information with respect to compensation for services paid
by the Company for the past three fiscal years to or on behalf of
the Company s executive officers who were executive officers at
October 31, 1999.
No bonuses or options were awarded to any officer or director
during the fiscal year. No director received or was entitled to
receive any compensation.
Summary Compensation Table
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Name and Principal Fiscal
Position Year- Other Annual
End Salary Compensation
------------------- ------ ------ ------------
Robert Ziner, 10/31/99 $175,000 (5) $15,200 (5)
President, CEO (1)(2)
Lyon Wexler 10/31/99 $72,435 (5) $ 1,299 (5)
Chief Operating
Officer (3)(4)
Alison Rosenberg 10/31/99 $ 22,000
Cohen, Secretary 10/31/98 $ 38,675
10/31/97 $ 17,000
Ida Ovies, Chief 10/31/99 $ 16,175
Financial Officer 10/31/98 $ 18,200
10/31/97 $ 10,300
(1) The compensation stated in the table is paid to Integrated
Directions, an Ontario corporation of which Mr. Ziner is a
beneficial owner.
(2) Mr. Ziner is also the president of Network Forest Products, the
Company s wholly owned subsidiary.
(3) The compensation stated in the table is paid to King Capital,
an Ontario corporation of which Mr. Wexler is a beneficial owner.
(4) Mr. Wexler is the Chief Operating Officer of Network Forest
Products and not of the Company.
(5) These figures are in Canadian Dollars.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company entered into a Preferred Stock Purchase Agreement dated
as of December 30, 1993 with Holograph Investment Inc, (Holograph)
an unaffiliated party. Pursuant to the Preferred Stock Purchase
Agreement, which was subject to certain amendments to the Company
s Articles of Incorporation to authorize the issuance of shares of
Preferred Stock, the Company agreed to issue and sell to Holograph,
and Holograph agreed to purchase from the Company, 750,000 shares
of newly created series of Preferred Stock, for a purchase price
of $750,000.
A proposal to amend the Company s Articles of Incorporation was
approved by the shareholders at the 1994 Annual Meeting of
Shareholders. As a result, the Board of Directors created a series
of Preferred Stock, consisting of 750,000 shares, known as Series
A Preferred Stock and issued all of such shares of Series A
Preferred Stock to Holograph. The Series A Preferred Stock does not
have any voting rights, except as may be otherwise required by law.
A dividend of $.025 per share will be paid on the Series A
Preferred Stock on a quarterly basis. Each share of Series A
Preferred Stock has a preference on liquidation of the Company of
$.25 per share.
Commencing one year after the date of issuance of the Series A
Preferred Stock, the Company may, at its option, call at any time
and from time to time for redemption of any or all of the
outstanding shares of Series A Preferred Stock at a redemption
price of $1.00 per share plus any accrued but unpaid dividends
thereon. Commencing one year after the date of issuance of the
Series A Preferred Stock, each and every outstanding share of
Series A Preferred Stock may, at the option of the holder thereof,
be converted into two and two-thirds shares of Common Stock.
On January 15, 1996, the Company entered into a Consulting
Agreement with Leonard Rosenberg, the father of Alison Rosenberg
Cohen, Secretary of the Company. Under the terms of the
Consulting Agreement, Mr. Rosenberg is to provide advice to the
Company with respect to management, marketing, strategic planning,
corporate organization and structure and financial matters in
connection with the operations of the businesses in which the
Company is engaged. In return, the Company issued to Mr. Rosenberg
1,500,000 shares of the Company s Common Stock and registered these
shares for sale under the Securities Act of 1933.
During fiscal 1999, 12,650,971 shares of Common Stock were issued
in connection with conversions of certain debts owed by the
Company. One such debt was in the amount of $29,122 owed to Liberty
Consulting Ltd. ( Liberty ), a shareholder of the Company. In
connection with the conversion of such debt, the Company issued
Liberty 832,057 shares of Common Stock. A debt of $218,000
representing unpaid dividends owed to Holograph Investment Corp.
(see above) was converted to 6,228,571 shares of Common Stock.
Additionally, a debt of $195,662 representing accrued consulting
fees owed to Gemini Integrated Financial Services Corp. ( Gemini )
was converted into 5,590,343 shares of Common Stock.
Renee Rosenberg and Jonathan Leinwand are affiliates of Gemini.
Mrs. Rosenberg is the mother of Alison Cohen, secretary of the
Company, and Mr. Leinwand is Mrs. Cohen s brother-in-law. Mr.
Leinwand also acts as legal counsel to the Company. All three
conversions were made on April 30, 1999.
Network leases its buildings and approximately 14 acres of land.
Ten acres and the buildings are leased from an affiliated company
partially owned by one of the shareholders. Four acres are leased
from a third party. The lease is for a term of five years at a cost
of $21,400 (Canadian Dollars) per month.
