<PAGE> 1
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 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential,
for Use of the Commission Only
/X/ Definitive proxy statement (as permitted by Rule 14a-6(e)(2))
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CEDAR GROUP, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
CEDAR GROUP, INC.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- - --------------------------------------------------------------------------------
(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:
- - --------------------------------------------------------------------------------
- - ---------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
CEDAR GROUP, INC.
March 7, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Cedar Group, Inc. (the "Company") which will be held at 10:00 A.M. on
Wednesday, March 29, 1995, at the Friars Club, 57 East 55th Street, New York,
New York. Your Board of Directors and management look forward to greeting
personally those stockholders able to attend.
At the meeting, stockholders will be asked to elect two directors, to
approve the 1995 Stock Option Plan, to ratify the appointment of Ernst & Young,
Independent Auditors, as the Company's auditors and to consider such other
matters as may properly come before the meeting. These matters are discussed
in greater detail in the accompanying proxy statement.
Your Board of Directors recommends a vote FOR the election of
directors, FOR approval of the 1995 Stock Option Plan and FOR the ratification
of Ernst & Young as the Company's independent auditors.
Regardless of the number of shares you own or whether you plan to
attend, it is important that your shares be represented and voted at the
meeting. You are requested to sign, date and mail the enclosed proxy promptly.
We wish to thank our stockholders for their participation and
continued support.
Sincerely,
Michel L. Marengere
Chairman of the Board
and Chief Executive Officer
<PAGE> 3
CEDAR GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held March 29, 1995
March 7, 1995
To the Stockholders of CEDAR GROUP, INC.:
The Annual Meeting of Stockholders of Cedar Group, Inc. (the
"Company") will be held at the Friars Club, 57 East 55th Street, New York, New
York, on Wednesday, March 29, 1995, at 10:00 A.M. for the following purposes:
(1) to elect two directors in accordance with the By-Laws;
(2) to consider and vote for approval of the 1995 Stock
Option Plan;
(3) to ratify the appointment of Ernst & Young,
independent auditors, as auditors for the Company;
and
(4) to transact such other business as may properly come
before the meeting and at any adjournment(s) thereof.
A copy of the Annual Report for the fiscal year ended
September 30, 1994 is enclosed for your information.
Only stockholders of record as of the close of business on
February 22, 1995 will be entitled to vote at the meeting. Stockholders are
entitled to vote at the meeting either in person or by proxy. STOCKHOLDERS WHO
ARE UNABLE TO ATTEND THE MEETING ARE URGED TO READ, COMPLETE, SIGN AND MAIL THE
ENCLOSED FORM OF PROXY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
Micheline Prud'Homme
Secretary
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE.
<PAGE> 4
- 2 -
PROXY STATEMENT
SOLICITATION OF PROXIES
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Cedar Group, Inc. (the "Company") to be
voted at the Annual Meeting of Stockholders of the Company on March 29, 1995
and at any adjournment or adjournments of the meeting (the "Meeting") for the
purposes described in the foregoing notice of the Meeting. Proxies which are
validly executed by stockholders and which are received by the Company no later
than the business day preceding the Meeting will be voted in accordance with
the instructions contained thereon. If no instructions are given, a proxy will
be voted for the election of the two nominees proposed for election as
directors, for the approval of the 1995 Stock Option Plan (the "Stock Option
Plan") and for the ratification of Ernst & Young as auditors of the Company.
The securities entitled to vote at the Meeting consist of shares of
Common Stock of the Company. The number of outstanding shares of Common Stock
at the close of business on February 22, 1995 were 14,449,625. Each share of
Common Stock is entitled to one vote, and nominees receiving a plurality of the
votes cast will be elected as directors. Only holders of record at the close
of business on February 22, 1995 will be entitled to vote at the Meeting. The
holders of a majority of the outstanding shares of Common Stock must be present
in person or represented by proxy at the Meeting in order to constitute a
quorum for the transaction of business. Abstentions and broker non-votes will
be counted for the purpose of determining a quorum but neither will be counted
for the approval of the matters outlined in the notice of the Meeting.
A copy of the Company's Annual Report for the fiscal year ended
September 30, 1994 accompanies this proxy statement. No material contained in
the Annual Report is to be considered a part of the proxy solicitation
material.
The mailing address of the Company's executive office is 500 Rue Notre
Dame, Lachine, Quebec H8S 2B2. The approximate date on which this proxy
statement and the form of proxy were first mailed or given to security holders
was March 7, 1995.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the form of proxy accompanying this Management
Proxy Statement are officers of the Company. A stockholder of the Company has
the right to appoint a person other than the persons specified in such form of
proxy who need not be a stockholder of the Company to attend and act for him
and on his behalf at the Meeting. Such right may be exercised by striking out
the names of the persons specified in the form of proxy, inserting the name of
the person to be appointed in the blank space so provided, signing the form of
proxy and returning it in the reply envelope or by faxing the proxy to the
Company's principal transfer agent, Pacific Corporate Trust Company, Suite 830,
625 Howe Street, Vancouver, British Columbia V6C 3B8, Fax Number: (604)
689-8144.
<PAGE> 5
- 3 -
Any stockholder who executes and returns a form of proxy may revoke it:
(a) by depositing an instrument in writing executed by him or by
his attorney authorized in writing at the principal office of
the Company, 500 Rue Notre Dame, Lachine, Quebec, H8S 2B2, at
any time up to and including the last business day preceding
the Meeting or any adjournment thereof;
(b) by depositing such instrument in writing with the Chairman of
the Meeting on the day of the Meeting or any adjournment
thereof; or
(c) in any other manner permitted by law.
ELECTION OF DIRECTORS
The two persons listed below have been nominated by the Board of
Directors to serve as directors until the 1998 Annual Meeting of Stockholders.
It is the intention of the persons named in the accompanying form of proxy to
vote such proxy for the election as directors of the following nominees. In
the event that any nominee is unable to serve or will not serve as a director,
it is intended that the proxies solicited hereby will be voted for such other
person or persons as may be nominated by management. Vacancies in the Board of
Directors may be filled by the Board of Directors, and any director chosen to
fill a vacancy would hold office until the next election of the class for which
such director had been chosen.
<TABLE>
<CAPTION>
Year in which
Name service as a
(to serve as a Director until 1998) Principal Occupation Director began
----------------------------------- -------------------- --------------
<S> <C> <C>
The Honourable Marc Lalonde, C.P., O.C., Partner with the law firm of Stikeman 1995
C.R., 65 Elliott in Montreal
Micheline Prud'Homme, 49 President, Services Multimodes MPH, Inc. 1994
</TABLE>
The Honourable Marc Lalonde was elected as a director of the Company
on March 3, 1995. Mr. Lalonde graduated in law from the University of Ottawa
and received a Masters degree in law from the University of Montreal. He also
attended Oxford University and received a Masters degree in political and
economic sciences. During 1968-1972, Mr. Lalonde served as a director in the
office of the then Canadian Prime Minister, the Honourable Pierre E. Trudeau.
He was elected a member of the Canadian Parliament in 1972 for the District of
Outremont and was also appointed Minister of Health and Welfare. Mr. Lalonde
was then appointed Minister responsible for the Status of Women in Canada
during 1974 to 1979, and in 1977 and 1978 he also served as Minister
responsible for Federal Provincial Relations. In 1978 he was appointed
Minister of Justice and Attorney General of Canada, and in 1980 Mr. Lalonde was
appointed Minister of Energy, Mines and Resources. Mr. Lalonde served as
Canada's Finance Minister in the period 1982-1984, and in December 1989 he
received from the Governor General of Canada the Order of Canada.
<PAGE> 6
- 4 -
In 1984 Mr. Lalonde joined the law firm of Stikeman, Elliott, an
international law firm having offices in Montreal, Ottawa, Toronto, Vancouver,
Calgary, New York, London, Hong Kong, Taipei, Prague and Budapest. In addition
to his law practice, Mr. Lalonde is a member of the Board of Directors of
Citibank Canada, Camdev Inc., Institut du Nord, Ressource Orleans Inc., the
Hotel Dieu Hospital in Montreal, and is also a member of the International
Advisory Counsel for Air France and the Presidium of Ukraine. In 1992, he
received an honourary doctorate degree from the University of Limbourg in
Maastricht for his innovative contributions to the health sector.
Micheline Prud'Homme was elected a Director and Secretary of the
Company in January, 1994. Ms. Prud'Homme is President and Director of Services
Multimodes MPH Inc., a firm specializing in the design of customized uniforms.
Ms. Prud'Homme is married to Michel L. Marengere, Chairman and Chief Executive
Officer of the Company.
<TABLE>
<CAPTION>
Year in which
Director whose term expires service as a
at the 1996 Annual Meeting Principal Occupation Director began
---------------------------- -------------------- ---------------
<S> <C> <C>
Rene Amyot, 68 Attorney (self-employed) 1993
Reynald Lemieux, 67 President, Placement R.N.S. Inc. 1995
</TABLE>
Rene Amyot was elected a Director of the Company in January, 1994.
Mr. Amyot graduated in law from Laval University in Quebec City and in
international law from Harvard University. Mr. Amyot is a Queen's Counsel in
Canada, a member of the Order of Leopold in Belgium, a former Attache
d'Affaires to the King of Belgium and to the Vatican. Mr. Amyot was formerly
Chairman of Air Canada, and has served on the Board of Directors of the Bank of
Nova Scotia, Rothman's International and several other large international
companies. Mr. Amyot is a member of the Audit Committee of the Board of
Directors.
Reynald Lemieux was elected a Director of the Company on February, 8,
1995. He graduated in commerce from Laval University and has been involved in
real estate as an owner and developer for the past forty years. He is
currently a director of a number of corporations in the real estate sector and
is also the President and majority shareholder of Placement R.N.S. Inc., a firm
specializing in real estate and other investments. Mr. Lemieux is a member of
the Audit Committee of the Board of Directors.
<TABLE>
<CAPTION>
Year in which
Director whose term expires service as a
at the 1997 Annual Meeting Principal Occupation Director began
---------------------------- -------------------- ---------------
<S> <C> <C>
Michel L. Marengere, 48 Chairman of the Board and Chief Executive 1993
Officer of the Company
</TABLE>
Michel L. Marengere was elected Chairman and Chief Executive Officer
of the Company effective as of October 7, 1993. Mr. Marengere graduated from
the University of Ottawa in business administration. During the previous five
years, prior to his appointment as Chairman and Chief Executive Officer of the
Company, Mr. Marengere was President and Chief Executive Officer of Edinov
Corporation. Prior thereto, he has served as assistant to the President of
<PAGE> 7
- 5 -
several large international companies in strategic planning and development,
mergers and acquisitions and corporate reorganization. Mr. Marengere is
Chairman of the Board of Directors of the Company and is also a member of the
Audit Committee of the Board of Directors.
BOARD MEETINGS AND COMMITTEES
There are currently five members of the Board of Directors. During
the fiscal year ended September 30, 1994, there were four meetings of the
Board. All members of the Board attended at least 75% of the total number of
meetings of the Board. On February 8, 1995 the Company established an Audit
Committee.
The Audit Committee will have primary responsibility to review
accounting procedures and methods employed in connection with audit programs
and related management policies. Its duties will include (1) selecting the
independent auditors for the Company, (2) reviewing the scope of the audit to
be conducted by them, (3) meeting with the independent auditors concerning the
results of their audit and (4) overseeing the scope and accuracy of the
Company's system of internal accounting controls. The Audit Committee will be
the principal liaison between the Board of Directors and the independent
auditors for the Company. The members of the Audit Committee are Messrs. Amyot
(Chairman), Marengere and Lemieux.
EXECUTIVE COMPENSATION
The following table discloses, for the fiscal year ended September 30,
1994 ("Fiscal 1994"), individual compensation information relating to the Chief
Executive Officer and the President and Chief Operating Officer of the Company.
Neither of the named individuals were employed by the Company prior to October
1, 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation --------------------------------
Awards Payouts
-------------------------------- --------------------- -------
Other Restricted
Annual Stock Options/ LTIP All Other
Name and Salary Bonus Compen- Award(s) SARS Payouts Compen-
Principal Position Year ($) ($) sation ($) ($) (#) ($) sation ($)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michel L. Marengere, 1994 0 0 0 0 175,000 0 228,883(1)
Chairman of the
Board of Directors,
Chief Executive
Officer and Director
-------------------------------------------------------------------------------------------------------------------------
Nicolas Matossian, 1994 0 0 0 0 0 0 130,000(2)
President and Chief
Operating Officer
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
- - -------------------------
(1) In consideration of guaranteeing the obligations of Edinov Corporation
and its affiliates prior to the September 1993 plan of arrangement
(between the Company and Edinov Corporation), and the raising of
private placement funds and reorganization with the Company, for the
acquisition of Dominion Bridge Inc. and for arranging
<PAGE> 8
- 6 -
funding for the Company and for Edinov Corporation, Mr. Marengere
received 175,866 shares of Common Stock of the Company at a deemed
price of Cdn $1.25 per share, which at the time of issuance were
valued at approximately US $153,883. He was issued an additional
25,000 shares of Common Stock at a deemed price of US $3.00 per share
in connection with a private placement of the Company's shares.
(2) In consideration of Mr. Matossian assisting with the acquisition of
Dominion Bridge Inc. and Unimetric Company and the raising of private
placement funds, Mr. Matossian received an aggregate 40,000 shares of
Common Stock of the Company, which at the time of issuance were valued
at approximately US $130,000. In August, 1994 Mr. Matossian was
issued 10,000 shares of Common Stock pursuant to the exercise of
previously held share purchase warrants.
The following table discloses individual grants of stock options and
freestanding SARs made to the named executive officers and outstanding at the
end of Fiscal 1994.
GRANT OF STOCK OPTIONS
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL OPTIONS/
SECURITIES SARS GRANTED
UNDERLYING FOR EMPLOYEES EXERCISE OR
OPTIONS/SARS IN FISCAL BASE PRICE
GRANTED (#) YEAR ($/SH) EXPIRATION DATE
NAME (b) (c) (d) (e)
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michel L. Marengere 175,000 100% $2.68 November 19, 1995
Nicolas Matossian 0 0 0 0
</TABLE>
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES TABLE
The following table shows information regarding the exercise of stock
options during Fiscal 1994 by the named executives and the number and value of
any unexercised stock options held by them as of September 30, 1994:
AGGREGATED OPTION EXERCISES IN 1994 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES TABLE
<TABLE>
<CAPTION>
Number of
Unexercised
Options/SARs
Shares at Value of Unexercised
Acquired on Value FY-end (#) in-the-money Options/
Exercise Realized Exercisable/ SARs at FY-end ($)
Name (#) ($) Unexercisable Exercisable/Unexercisable(1)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michel L. Marengere 0 $0 175,000/0 $843,500/$0
Nicolas Matossian 0 $0 0/0 $0/$0
--------------------------------------------------------------------------------------------------------------
</TABLE>
- - -----------------------
(1) The value of the options is calculated based upon the market price of
the Company's Common Stock as of September 30, 1994, of $7.50 per
share as reported on NASDAQ.
The Company has no retirement, pension or profit-sharing plans
covering its officers and directors and does not contemplate implementing any
such plans at this time. Although the Company has no formal bonus
arrangements, bonuses will be granted at the discretion of the Board of
Directors or by a Compensation Committee that may be established by the Board
of Directors.
<PAGE> 9
- 7 -
DIRECTORS' COMPENSATION
Directors of the Company who are not employees of the Company are paid
an annual stipend of $5,000, plus a fee of $500 for each Board meeting
attended.
CHANGE IN CONTROL ARRANGEMENTS
EMPLOYMENT AGREEMENTS
Effective February 1, 1995, the Company agreed in principle to enter
into agreements with the following individuals to serve as executive officers,
officers or as key employees of the Company: Michel L. Marengere as Chairman
and Chief Executive Officer; Nicolas Matossian as President and Chief Operating
Officer; J. Arthur Gelinas as Vice-President, Corporate Services; Robert
Chartier as Vice-President, Corporate Controller, Jacques Delorme as
Vice-President, Marketing, Michael Tinmouth as Vice-President, Project
Financing and Chris Theodoropoulos as Vice-President and General Counsel.
All of the employment agreements will contain "change in control"
language which provides the executive with certain benefits if the executive is
terminated for "good reason", as that term is defined in the employment
agreements, following a change in control of the Company. The employment
agreements will provide that a "change in control" shall mean a change in
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A, as in effect on the date hereof,
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); provided, however that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "Person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), except for Michel L.
Marengere, or a company controlled by him, is or becomes the beneficial owner,
directly or indirectly, of securities of the Company representing 10% or more
of the combined voting power of the Company's then outstanding securities; (B)
there occurs a contested proxy solicitation of the Company's stockholders that
results in the contesting party obtaining the ability to vote securities
representing 20% or more of the combined voting power of the Company's then
outstanding securities; (C) there occurs a sale, exchange, transfer or other
disposition of substantially all of the assets of the Company to another
entity, except to an entity controlled directly or indirectly by the Company,
or a merger, consolidation or other reorganization of the Company in which the
Company is not the surviving entity, or a plan of liquidation or dissolution of
the Company other than pursuant to bankruptcy or insolvency laws is adopted; or
(D) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors cease for any
reason to constitute at least a majority thereof unless the election, or the
nomination for election by the Company's stockholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period. Notwithstanding the
foregoing, a "change in control" shall not be deemed to have occurred for
purposes of the employment agreements (i) in the event of a sale, exchange,
transfer or other disposition of substantially all of the assets of the Company
to, or a merger, consolidation or other reorganization involving the Company
and an executive, alone or with other officers of the Company, or any entity in
which an executive (alone or with other officers) has, directly or
<PAGE> 10
- 8 -
indirectly, at least a 25% equity or ownership interest or (ii) in a
transaction otherwise commonly referred to as a "management leveraged buy-out".
If a "change in control" had occurred during fiscal 1994, Michel L. Marengere
and Nicolas Matossian, the two Reporting Officers, would have been entitled to
receive $1,080,000 and $720,000, respectively, based on their anticipated base
salaries pursuant to the employment agreements of $360,000 and $240,000 per
annum. In addition, as the employment agreements are to be for a three year
term ending January 31, 1998, they would also be entitled to receive their base
compensation during the term of their respective employment agreements.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as at February 22,
1995 concerning the stock ownership of all persons known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock, based upon
filings with the Securities and Exchange Commission, as well as the beneficial
ownership of such Common Stock, as of such date, of all officers and directors,
individually and as a group.
<TABLE>
<CAPTION>
Name and Shares Owned Beneficially Percentage of Beneficial
Address of Owner and of Record Outstanding Shares(1)
- - ---------------- -------------------------- ------------------
<S> <C> <C>
Michel Marengere 2,016,632(2) 13.96%
500 Rue Notre Dame
Lachine, Quebec, Canada H8S 2B2
Rene Amyot 85,000(3) (4)
2960 Blvd. Laurier, Suite 500
Sante-Foy, Quebec, Canada GIY451
Micheline Prud'Homme 80,300(5) (4)
500 Rue Notre Dame
Lachine, Quebec, Canada H8S 2B2
Marc Lalonde nil nil
Stikeman Elliott
1155 Rene-Levesque Blvd. West
36th Floor
Montreal, Quebec, Canada
Nicolas Matossian 50,000 (4)
500 Rue Notre Dame
Lachine, Quebec, Canada H8S 2B2
Reynald Lemieux nil nil
1340, Duquet
Sillery (Quebec) Canada G1S 1A9
</TABLE>
<PAGE> 11
- 9 -
<TABLE>
<S> <C> <C>
Ethos Capital 1,475,844 10.21%
95 Wall Street
New York, NY 10005
All Directors and Officers 2,241,932(6) 15.51%
as a group (7 persons)
</TABLE>
(1) Except as otherwise indicated, percentages are presented after
rounding to the nearest tenth, and include the total number of shares
outstanding and the number of shares which each person has the right
to acquire, within 60 days through the exercise of options, pursuant
to Item 403 of Regulation S-B and Rule 13d-3(d)(1), promulgated under
the Securities Exchange Act of 1934. Percentages for the total of all
persons and the total of all officers and directors include all
outstanding shares and all shares which such persons have the right to
acquire within 60 days.
(2) Includes 1,631,766 shares held of record by Fidutech Technologies,
Inc. as to which Mr. Marengere has shared voting and investment power.
Mr. Marengere is the sole stockholder of Gestion Edinov Inc. and
Services M.L. Marengere, Inc. which own, in the aggregate, 75% of
Fidutech. Also includes 175,000 immediately exercisable stock options
to purchase shares of the Company's Common Stock held of record by Mr.
Marengere. Does not include shares which may be deemed beneficially
owned by Mr. Marengere by virtue of his relationship to Ms.
Prud'Homme.
(3) 50,000 of which represent immediately exercisable options to purchase
shares of the Company's Common Stock.
(4) Less than 1%
(5) 75,000 of which represent immediately exercisable options to purchase
shares of the Company's Common Stock. Does not include shares which
may be deemed beneficially owned by Ms. Prud'Homme by virtue of her
relationship to Mr. Marengere.
(6) Does not include shares that may be issued pursuant to the proposed
1995 Stock Option Plan, but includes shares of Common Stock that may
be issuable pursuant to employment agreements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A former subsidiary of the Company leased land and buildings in Pointe
Claire, Quebec from Fidutech Technologies Inc., a principal stockholder of the
Company which is controlled by Michel L. Marengere. During Fiscal 1994, the
Company paid Fidutech $41,000 with respect to the lease. Management believes
that the terms of the lease were no more or less favorable than those that
could have been negotiated with an unrelated party.
At September 30, 1994, Mr. Marengere was indebted to the Company in
the amount of $565,000. This outstanding debt has been satisfied in full.
During Fiscal 1994, the Company advanced $1,734,000 to a stockholder,
Fidutech Technologies, Inc. and its affiliates. Of this amount, $1,155,000 was
assumed by the acquirer of Edinov as of July 1, 1994. The balance of $781,000
is non-interest bearing and has no fixed repayment terms, however, this amount
is anticipated to be settled in the current fiscal year.
In December, 1994, the Company sold to Groupe Fidutech International,
Inc. ("GFI") Cdn. $2,700,000 of Class A Preferred Shares of Dominion Bridge,
Inc. which it held. Subsequently, pursuant to the terms of the Class A
Preferred Shares of Dominion Bridge, Inc.,
<PAGE> 12
- 10 -
GFI exchanged the Cdn. $2,700,000 of Class A Preferred Shares into 450,000
shares of common stock of the Company. Mr. Marengere who is the Chairman and
Chief Executive Officer of the Company, is also the Chairman of GFI and through
his share ownership in the parent company of GFI indirectly owns 75% of GFI.
Additionally, Mr. Amyot who is a director of the Company, is also a director of
GFI and indirectly owns 25% of GFI.
PROPOSAL 1
APPROVAL OF THE 1995 STOCK OPTION PLAN
INTRODUCTION. On February 1, 1995, the Board of Directors adopted and
recommended for approval by the stockholders the 1995 Stock Option Plan (the
"Stock Option Plan") and authorized for issuance up to an aggregate 1,500,000
shares of Common Stock pursuant to the Stock Option Plan.
The Stock Option Plan is designed to improve the performance of the
Company and its subsidiaries and, by doing so, to serve the interests of the
stockholders. By encouraging ownership of shares of Common Stock among those
who play significant roles in the Company's success, the Stock Option Plan
aligns the interests of non-employee directors, management and other key
employees of the Company with those of the stockholders by relating capital
accumulation to increases in stockholder value. The Stock Option Plan is also
intended to have a positive effect on the Company's ability to attract,
motivate and retain personnel of outstanding leadership and management ability.
Pursuant to the February 1, 1995 employment agreements, the Board of
Directors has agreed to grant to the following officers or key employees
options to purchase up to an aggretate 1,335,000 shares of Common Stock at an
exercise price of $4.125 per share:
<TABLE>
<CAPTION>
Name of Optionee Number of Shares
---------------- ----------------
<S> <C>
Michel L. Marengere 500,000
Nicolas Matossian 300,000
Robert Chartier 100,000
J. Arthur Gelinas 100,000
Jacques R. Delorme 100,000
Michael E. Tinmouth 60,000
Chris Theodoropoulos 175,000
</TABLE>
The options are subject to regulatory approval and are also subject to
approval of the Stock Option Plan, with or without amendment, by the Company's
stockholders at the Meeting.
MATERIAL FEATURES OF THE STOCK OPTION PLAN. The effectiveness of the
Stock Option Plan is subject to stockholder approval. Under the Stock Option
Plan, non-qualified and incentive stock options (as defined in Section 422 of
the Code) and limited stock appreciation rights may be granted to eligible
employees of the Company and its subsidiaries.
<PAGE> 13
- 11 -
Option grants to eligible employees normally are made annually. Such
selection may be by individual or by class. The number of option shares
granted to eligible employees typically is based on an optionee's salary, with
adjustments to the number of shares depending on the optionee's performance.
Under the Stock Option Plan, limited stock appreciation rights may be
granted to optionees. A limited stock appreciation right entitles the optionee
upon a "Change in Control" of the Company, as defined in the Stock Option Plan,
to receive, upon surrender of the related stock option and exercise of the
limited stock appreciation right, cash in an amount equal to the difference
between the exercise price per share of Common Stock subject to the stock
option and the fair market value of a share of Common Stock.
Upon a Change in Control and certain other significant corporate
changes such as a reorganization, merger or consolidation, the Committee of the
Board of Directors may, in its discretion and without obtaining stockholder
approval, take one or more of the following actions with respect to any
outstanding stock options: (i) accelerate the exercise dates of any or all
outstanding stock options; (ii) grant limited stock appreciation rights to
holders of outstanding options; (iii) pay cash to any or all holders of stock
options in exchange for the cancellation of their outstanding stock options;
(iv) grant new stock options to participants in the Stock Option Plan; and/or
(v) make any other adjustments or amendments to outstanding stock options
(other than reduction of the exercise price or extending the term) or determine
that there shall be substitution of new stock options by any successor to the
Company.
Pursuant to the Stock Option Plan, in January of each year following
the publication of the Company's financial statements for the prior fiscal year
ended September 30, each non-employee director will be granted an award
consisting of a non-qualified stock option to purchase 10,000 shares of Common
Stock and, with respect to such number of shares of Common Stock, a limited
stock appreciation right. The limited stock appreciation right component of
the award will be exercisable only in the event of a Change in Control. The
number of shares of Common Stock subject to each non-qualified stock option
granted to each non-employee director will be determined by the Committee with
reference to the profitability of the Company during the Company's prior fiscal
year. In order for an option to be automatically issued the Company will have
been required to have been profitable in the prior fiscal year.
Generally, an option may not be exercised in its entirety within one
year after the date of grant; however, the Board of Directors at the time that
an option is granted may establish a shorter period or waive the one-year
restriction as to any optionee due to special circumstances, including but not
limited to the granting of an option to an employee or director within one year
of his or her retirement. Options are exercisable at an exercise price per
share equal to the fair market value of a share of the Company's Common Stock
on the date of grant. Options granted under the 1995 Plan may be exercised for
10 years after the date of grant, or such shorter period as the Committee may
determine. No option may be transferred by the optionee other than by will or
the laws of descent and distribution, and each option is exercisable during the
optionee's lifetime only by the optionee.
<PAGE> 14
- 12 -
At the election of the holder of a non-qualified option and subject to
the rules established by the Committee, any required withholding taxes may be
satisfied by the Company withholding shares of Common Stock issued on the
exercise of non-qualified option(s) that have a fair market value equal to or
less than any required withholding taxes, or delivery by the holder to the
Company of sufficient Common Stock or cash to satisfy the withholding
obligation.
TAX CONSEQUENCES OF ISSUANCE AND EXERCISE OF OPTIONS
The Stock Option Plan permits eligible employees of the Company and
its subsidiaries to receive grants of incentive stock options, which qualify
for certain tax benefits. In addition, the 1995 Plan permits eligible
employees and non-employee directors of the Company to receive grants of
non-qualified stock options, which do not qualify for special tax benefits, and
limited stock appreciation rights.
The Stock Option Plan is not a qualified plan under Section 401(a) of
the Code. The Company has been advised that under the Code, the following
federal income tax consequences will result when incentive stock options or
non-qualified stock options, or any combination thereof, are granted or
exercised, although the following is not intended to be a complete statement of
the applicable law.
INCENTIVE STOCK OPTIONS. An optionee generally will not be deemed to
receive any income for federal tax purposes at the time an incentive stock
option is granted, nor will the Company be entitled to a tax deduction at that
time. Upon the sale or exchange of the shares at least two years after the
grant of the option and one year after receipt of the shares by the optionee
upon exercise, the optionee will recognize long-term capital gain or loss equal
to the difference between the amount realized on such sale and the exercise
price.
Under the federal tax laws, if the foregoing holding periods are not
satisfied or the option is exercised more than three months after the
optionee's employment has terminated, the optionee will recognize ordinary
income equal to the difference between the exercise price and the lower of the
fair market value of the stock at the date of the option exercise or the sale
price of the stock. If the sale price exceeds the fair market value on the
date of exercise, the gain in excess of the ordinary income portion will be
treated as either long-term or short-term capital gain, depending on whether
the stock has been held for more than 12 months on the date of sale. Any loss
on disposition is a long-term or short-term capital loss, depending upon
whether the optionee had held the stock for more than 12 months. A different
rule for measuring ordinary income upon such a premature disposition may apply
if the optionee is a director or 10% stockholder of the Company or an officer
of the Company subject to Section 16(b) of the 1934 Act. If the Company
cancels an option, the optionee recognizes income to the extent of the amount
paid by the Company to cancel the option over the optionee's basis in such
option.
No income tax deduction will be allowed the Company with respect to
shares purchased by an optionee upon the exercise of an incentive stock option,
provided that such shares are held at least two years after the date of grant
and at least one year after the date of exercise. However, if those holding
periods are not satisfied, the Company may deduct an amount equal to the
ordinary income recognized by the optionee upon disposition of the shares.
<PAGE> 15
- 13 -
The exercise of an incentive stock option could subject an optionee to
alternative minimum tax liability for federal income tax purposes.
NON-QUALIFIED STOCK OPTIONS. An optionee will not be deemed to
receive any income for federal tax purposes at the time a non-qualified stock
option is granted, nor will the Company be entitled to a tax deduction at that
time. At the time of exercise, however, the optionee will realize ordinary
income in an amount equal to the excess of the market value of the shares at
the time of exercise of the option over the option price of such shares. The
Company is allowed a federal income tax deduction in an amount equal to the
ordinary income recognized by the optionee due to the exercise of a
non-qualified stock option at the time of such recognition by the optionee,
subject to the deductibility limitation if the stockholders do not approve the
Stock Option Plan. Upon the sale of shares acquired pursuant to the exercise
of a non-qualified stock option, the optionee will recognize capital gain or
loss equal to the difference between the selling price of the shares and the
optionee's basis in the shares. The capital gain or loss will be long-term
gain or loss if the optionee has held the stock for more than 12 months. The
Company will not be entitled to a deduction with respect to any capital gain
recognized by the optionee.
STOCK-FOR-STOCK EXCHANGE. An optionee who exchanges "statutory option
stock" of the Company in payment of the purchase price upon the exercise of an
incentive stock option will be deemed to make a "disqualifying disposition" of
the statutory option stock so transferred unless the applicable holding period
requirements (two years from the date of the grant and one year after the
exercise of an incentive option) with respect to such statutory option stock
are met before the transfer. The Code defines "statutory option stock" to
include stock acquired not only upon exercise of incentive stock options but
also upon the exercise of qualified stock options and stock acquired under
certain other stock purchase plans. If an optionee exercises non-qualified
stock options by exchanging previously-owned statutory option stock, the
Internal Revenue Service has ruled that the optionee will not recognize gain on
the disposition of the statutory option stock (assuming the holding period
requirements applicable to such statutory option stock have been satisfied)
because of the non-recognition rule of Section 1036 of the Code.
LIMITED APPRECIATION RIGHTS. The optionee generally will not
recognize income at the time of the grant of a limited stock appreciation
right. However, cash received pursuant to the exercise of a limited stock
appreciation right will be treated as compensation taxable as ordinary income
to the optionee. The Company will be allowed a deduction equal to the amount
of ordinary income recognized by the optionee due to exercise of the limited
stock appreciation right at the time of such recognition by the optionee,
subject to the deductibility limitation if the stockholders do not approve the
Stock Option Plan, as amended, and further subject to the limitation on the
deduction of parachute payments.
THE BOARD OF DIRECTORS HAS DIRECTED THAT THE STOCK OPTION PLAN
INCLUDING ALL OF THE OPTIONS ISSUED UNDER THE PLAN BE SUBMITTED TO THE
COMPANY'S STOCKHOLDERS FOR APPROVAL AT THE MEETING. COPIES OF THE FULL TEXT OF
THE STOCK OPTION PLAN WILL BE AVAILABLE FOR INSPECTION AT THE MEETING. COPIES
ARE ALSO AVAILABLE BY WRITING DIRECTLY TO THE SECRETARY OF THE COMPANY.
<PAGE> 16
- 14 -
NEW PLAN BENEFITS TABLE
The following table shows (i) the aggregate number of stock options
("Units") granted under the Stock Option Plan, assuming the Stock Option Plan
had been in effect and (ii) the dollar value of the option as to the Reporting
Officers; all current executive officers as a group; all directors who are not
executive officers, as a group; and all employees, including all current
officers who are not executive officers, as a group, who are eligible to
receive stock options. The table assumes stockholder approval of the Stock
Option Plan as though the Stock Option Plan had been in effect in Fiscal 1994.
<TABLE>
<CAPTION>
Stock Option Plan
------------------------------------------
Name and Position Number of Shares(1) Dollar Value (2)
- - ----------------- ---------------- -------------
<S> <C> <C>
Michel Marengere, 500,000 $1,686,000
Chairman and Chief Executive Officer
Nicolas Matossian,
President and Chief Operating Officer 300,000 $1,011,600
Executive Group (2 persons) 800,000 $2,697,600
Non-Executive Director Group (4 persons) nil nil
Non-Executive Officer Employee Group 535,000 $1,804,020
(5 persons)
</TABLE>
- - ------------------------
1. Based on the number of shares which would have been allocated to each
named individual and group if the Stock Option Plan had been in effect
during Fiscal 1994.
2. Based upon the market price of the Company's common stock as of
September 30, 1994 of $7.50 per share. However, the trading price of
the Company's shares at the time of the establishment of the Plan and
for the ten trading days prior to that time was approximately $4.00.
VOTE REQUIRED. The affirmative vote of a majority of the shares present in
person or by proxy is required for approval of the Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE STOCK OPTION PLAN.
PROPOSAL 2
RATIFICATION OF ERNST & YOUNG, INDEPENDENT AUDITORS, AS AUDITORS TO THE COMPANY
Ernst & Young, has been selected by the Board of Directors as auditors
for the Company for the current fiscal year. This election is being presented
to the stockholders for ratification. The Board of Directors recommends
ratification of the selection of Ernst & Young as the Company's auditors. If
the stockholders do not ratify this election, the appointment of other
<PAGE> 17
- 15 -
auditors will be considered by the Board of Directors. A representative of
Ernst & Young is expected to be present at the Meeting to make a statement if
desired and to be available to respond to appropriate questions.
On September 27, 1994, the Company engaged Ernst & Young as the
Company's principal independent accountant. Prior to Ernst & Young's
engagement, BDO Seidman, independent certified public accountants, had served
as the principal accountant for the Company. The recommendation to change
accountants was made by management of the Company and was approved by the Board
of Directors. Ernst & Young were traditionally the auditors of the Company's
principal operating subsidiary, Dominion Bridge, Inc.
In connection with the most recent fiscal years preceding the Board's
actions, there were no disagreements with BDO Seidman on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion on
the subject matter of disagreement. BDO Seidman's reports on the Company's
financial statements for the fiscal years did not contain any adverse opinion
or disclaimer of opinion, nor were such reports qualified in any respect.
VOTE REQUIRED. The affirmative vote of a majority of the shares
present in person or by proxy is required for approval of the ratification of
Ernst & Young.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ERNST
& YOUNG.
OTHER MATTERS
The Board of Directors does not know of any other matter which is
intended to be brought before the Meeting, but if such matter is presented, the
persons named in the enclosed proxy intend to vote the same according to their
best judgment.
The enclosed proxy may be revoked by a later-dated proxy, by giving
notice to the Secretary of the Company in writing prior to the Meeting or by
personal notification at the Meeting prior to the voting.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
To the knowledge of the Company, each of the Company's directors,
executive officers and 10% beneficial owners has complied with the requirements
of Section 16(a) of the Securities Exchange Act of 1934, except that each of
Michel Marengere, Rene Amyot, Micheline Prud'Homme and Nicolas Matossian as
directors or executive officers of the Company inadvertently failed to timely
file a Form 3, Initial Statement of Beneficial Ownership. In addition, Mr.
Marengere failed to timely file Forms 4 with respect to grants of shares or
options in November 1993, April 1994, July 1994 and September 1994, Ms.
Prud'Homme failed to timely file a Form 4 with respect to grants of shares and
options in November 1993 and Mr. Matossian failed to timely file a Form 4 with
respect to a grant of shares in April 1994.
<PAGE> 18
- 16 -
EXPENSES OF SOLICITATION
The cost of this proxy solicitation will be borne by the Company. In
addition to the use of mail, proxies may be solicited in person or by telephone
by employees of the Company without additional compensation. The Company will
reimburse brokers and other persons holding stock in their names or in the
names of nominees for their expenses incurred in sending proxy material to
principals and obtaining their proxies.
1996 STOCKHOLDER PROPOSALS AND
CERTAIN PROVISIONS OF THE BYLAWS
In order for stockholder proposals for the 1996 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's proxy statement,
they must be received by the Company at its principal office at 500 Notre Dame
Street, Lachine, Quebec H8S 2B2, on or before November 3, 1995. The Company's
By-Laws provide that a stockholder may nominate a person for election as a
director if written notice of the stockholder's intent to nominate a person for
election as a director at a meeting is received by the Secretary of the Company
(1) in the case of an Annual Meeting, not less than 150 days prior to the date
of the Annual Meeting or (2) in the case of a special meeting at which
directors are to be elected, not later than seven days following the day on
which notice of the meeting was first mailed to stockholders. The notice must
contain specified information about the stockholder and the nominee, including
such information as would be required to be included in a proxy statement
pursuant to the rules and regulations established by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended.
By Order of the Board of Directors
MICHELINE PRUD'HOMME
Secretary
Dated: March 7, 1995
<PAGE> 19
(NOT DISTRIBUTED TO STOCKHOLDERS)
CEDAR GROUP, INC.
1995 STOCK OPTION PLAN
ARTICLE I
PURPOSE
1.1 PURPOSE. The purpose of the 1995 Stock Option Plan (this
"Plan") is to strengthen the ability of Cedar Group, Inc. (the "Company") to
attract, motivate, and retain employees of superior ability and to more closely
align the interests of the nonemployee directors and management of the Company
with those of its shareholders by relating capital accumulation to increases in
shareholder value.
ARTICLE II
GENERAL DEFINITIONS
2.1 "Agreement" - The written instrument evidencing the grant to a
Participant of an Award. Each Participant may be issued one or more Agreements
from time to time, containing one or more Awards.
2.2 "Award" - Any award granted under this Plan.
2.3 "Board" - The Board of Directors of the Company.
2.4 "Code" - The Internal Revenue Code of 1986, as amended.
2.5 "Committee" - The Committee which the Board appoints to
administer this Plan.
2.6 "Common Stock" - The common stock of the Company as described
in the Company's Certificate of Incorporation, as amended, or such other stock
as shall be substituted therefor.
2.7 "Company" - Cedar Group, Inc., or any successor to the Company.
2.8 "Date of Grant" - The date on which the granting of an Award
is authorized by the Committee, unless another date is specified by the
Committee or by a provision in this Plan applicable to the Award.
2.9 "Director" - A member of the Board who is not an Employee.
<PAGE> 20
2.10 "Disposition" - Any sale, transfer, encumbrance, gift,
donation, assignment, pledge, hypothecation, or other disposition, whether
similar or dissimilar to those previously enumerated, whether voluntary or
involuntary, and whether during the Participant's lifetime or upon or after his
or her death, including, but not limited to, any disposition by operation of
law, by court order, by judicial process, or by foreclosure, levy, or
attachment.
2.11 "Employee" - Any employee (including officers) of the Company
or a Subsidiary.
2.12 "Exchange Act" - The Securities Exchange Act of 1934, as
amended.
2.13 "Fair Market Value" - The average of the reported high and low
sales price of the Common Stock (rounded up to the nearest one-tenth of a
dollar) on the date on which Fair Market Value is to be determined (or if there
was no reported sale on such date, the next preceding date on which any
reported sale occurred) on the principal exchange or in such other principal
market on which the Common Stock is trading.
2.14 "Incentive Stock Option" - A Stock Option intended to satisfy
the requirements of Section 422(b) of the Code.
2.15 "Limited Stock Appreciation Right" or "Limited Right" - The
rights specified in Article VIII.
2.16 "Nonqualified Stock Option" - A Stock Option other than an
Incentive Stock Option.
2.17 "Participant" - A key Employee selected by the Committee to
receive an Award or a Director who has received an Award pursuant to Article X.
2.18 "Retirement" - Employment separation on account of early,
normal, or late retirement.
2.19 "Rule 16b-3" - Rule 16b-3 shall have the meaning assigned in
Section 4.1.
2.20 "Securities Act" - The Securities Act of 1933, as amended.
2.21 "Stock Option" - An award of a right to purchase Common Stock
pursuant to Article VII.
2.22 "Subsidiary" - A "subsidiary corporation" as defined in
2
<PAGE> 21
Section 424(f) of the Code that is a subsidiary of the Company.
ARTICLE III
SHARES OF COMMON STOCK SUBJECT TO THE PLAN
3.1 COMMON STOCK AUTHORIZED. Subject to the provisions of this
Article and Article XI, the total aggregate number of shares of Common Stock
that may be issued, transferred or exercised pursuant to Awards shall not
exceed 1,500,000 shares.
3.2 LIMITATION OF SHARES. For purposes of the limitations
specified in Section 3.1, the following principles apply: (a) a decrease in the
number of shares which thereafter may be issued or transferred for purposes of
Section 3.1 shall result from the delivery of shares of Common Stock upon
exercise of a Stock Option or Limited Stock Appreciation Right in any manner;
(b) shares of Common Stock with respect to which Stock Options and Limited
Stock Appreciation Rights expire, are cancelled without being exercised, or are
otherwise terminated may be regranted under this Plan; and (c) if any shares of
Common Stock related to an Award are not issued or, for any reason, cease to be
issuable or are forfeited, such shares of Common Stock shall no longer be
charged against the limitation provided for in Section 3.1 and shall be
available again for the grant of Awards.
3.3 SHARES AVAILABLE. At the discretion of the Board or the
Committee, the shares of Common Stock to be delivered under this Plan shall
be made available either from authorized and unissued shares of Common Stock or
shares of Common Stock controlled by the Company, or both; provided, however,
that absent such determination by the Board or the Committee to the contrary,
in whole or in part, the shares shall consist of the Company's authorized but
unissued Common Stock.
3.4 AWARD ADJUSTMENTS. Subject to the limitations set forth in
Article XI, the Committee may make any adjustment in the exercise price or the
number of shares subject to, or the terms of, a Nonqualified Stock Option or
Limited Stock Appreciation Right. Such adjustment shall be made by amending,
substituting or cancelling and regranting an outstanding Nonqualified Stock
Option or Limited Stock Appreciation Right with the inclusion of terms and
conditions that may differ from the terms and conditions of the original
Nonqualified Stock Option or Limited Stock Appreciation Right. If such action
is effected by amendment, the effective date of such amendment shall be the
date of the original grant.
3
<PAGE> 22
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.1 COMMITTEE. This Plan shall be administered by the Committee,
which shall consist of two or more Directors of the Company, all of whom are
"disinterested persons," as such term is defined under the rules and
regulations adopted, from time to time, by the Securities and Exchange
Commission pursuant to Section 16(b) of the Exchange Act, including
specifically but without limitation, Rule 16b-3 or any successor rule thereto.
The Committee may, in its discretion, delegate its duties under this Plan to
such agents as it may appoint from time to time, provided that the Committee
may not delegate its duties with respect to making Awards to Participants
subject to Section 16(b) of the Exchange Act. The members of the Committee
shall serve at the pleasure of the Board, which shall have the power, at any
time and from time to time, to remove members from the Committee or to add
members thereto. Vacancies on the Committee, however caused, shall be filled
by action of the Board.
4.2 POWERS. The Committee has discretionary authority to
determine the key Employees to whom, and the time or times at which, Awards
shall be granted. The Committee also has authority to determine the amount of
shares of Common Stock that shall be subject to each Award (other than Awards
to Directors), and the terms, conditions, and limitations of each Award,
subject to the express provisions of this Plan. The Committee shall have the
discretion to interpret this Plan and to make all other determinations
necessary for Plan administration. The Committee has authority to prescribe,
amend and rescind any rules and regulations relating to this Plan, subject to
the express provisions of this Plan. All Committee interpretations,
determinations, and actions shall be in the sole discretion of the Committee
and shall be binding on all parties. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in this Plan or in any
Agreement in the manner and to the extent it shall deem expedient to carry it
into effect, and it shall be the sole and final judge of such expediency.
4.3 AWARD TERMS. Awards shall be evidenced by an Agreement and
may include any terms and conditions consistent with this Plan, as the
Committee may determine.
4.4 NO LIABILITY. No member of the Board or the Committee shall
be liable for any action or determination made in good faith by the Board or
the Committee with respect to this Plan or any Award under this Plan.
4
<PAGE> 23
ARTICLE V
ELIGIBILITY
5.1 PARTICIPATION. Subject to Section 5.3, Participants shall be
selected from the key Employees of the Company and its Subsidiaries. Such
designation may be by individual or by class.
5.2 INCENTIVE STOCK OPTION ELIGIBILITY. No person shall be
eligible for the grant of an Incentive Stock Option who owns (within the
meaning of Section 422(b) of the Code), or would own immediately before the
grant of such Incentive Stock Option, directly or indirectly, stock possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or any Subsidiary.
5.3 BOARD PARTICIPATION. Any Director (who is not an Employee of
the Company or a Subsidiary) shall be granted Awards under this Plan pursuant
to Article X.
ARTICLE VI
FORMS OF AWARDS
6.1 AWARD ELIGIBILITY. The forms of Awards under this Plan are
Stock Options as described in Article VII and Limited Stock Appreciation Rights
as described in Article VIII. The Committee may, in its discretion, permit
holders (other than Directors) of Awards under this Plan to surrender
outstanding Awards in order to exercise or realize the rights under other
Awards, or in exchange for the grant of new Awards or require holders of Awards
to surrender outstanding Awards as a condition precedent to the grant of new
Awards.
ARTICLE VII
STOCK OPTIONS
7.1 EXERCISE PRICE. The exercise price of Common Stock under each
Stock Option shall be equal to 100 percent of the Fair Market Value of the
Common Stock on the Date of Grant.
7.2 TERM. Stock Options may be exercised as determined by the
Committee, provided that Incentive Stock Options may in no event be exercised
later than 10 years from the Date of Grant or granted later than 10 years from
the date of adoption of this Plan. During the Participant's lifetime, only the
Participant may
5
<PAGE> 24
exercise an Incentive Stock Option. The Committee may amend the terms of an
Incentive Stock Option at any time to include provisions that have the effect
of changing such Incentive Stock Option to a Nonqualified Stock Option, or
vice-versa (to the extent any such change is permitted by applicable law).
7.3 METHOD OF EXERCISE. Upon the exercise of a Stock Option, the
exercise price shall be payable in full in cash or an equivalent acceptable to
the Committee. No fractional shares shall be issued pursuant to the exercise
of a Stock Option, and no payment shall be made in lieu of fractional shares.
At the discretion of the Committee and provided such payment can be effected
without causing the Participant to incur liability under Section 16(b) of the
Exchange Act, the exercise price may be paid by assigning and delivering to the
Company shares of Common Stock or a combination of cash and such shares equal
in value to the exercise price. Any shares so assigned and delivered to the
Company in payment or partial payment of the exercise price shall be valued at
the closing market price of the Common Stock on the principal exchange or in
such other principal market on which the Common Stock is trading on the
exercise date.
In addition, at the request of the Participant and to the
extent permitted by applicable law, the Company in its discretion may
selectively approve arrangements with a brokerage firm under which such
brokerage firm, on behalf of the Participant, shall pay to the Company the
exercise price of the Stock Options being exercised, and the Company, pursuant
to an irrevocable notice from the Participant, shall promptly deliver the
shares being purchased to such firm.
7.4 LIMITATION ON INCENTIVE STOCK OPTIONS. With respect to
Incentive Stock Options, the aggregate Fair Market Value (determined at the
Date of Grant) of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by a Participant during any calendar
year (under all stock option plans of the Company and its Subsidiaries) shall
not exceed $100,000, or such other amount as may be prescribed under the Code
or applicable regulations or rulings from time to time.
ARTICLE VIII
LIMITED STOCK APPRECIATION RIGHTS
8.1 GRANT. The grant of Limited Stock Appreciation Rights under
this Plan shall be subject to the terms and conditions of this Article VIII and
shall contain such additional terms and conditions, not inconsistent with the
express provisions of this
6
<PAGE> 25
Plan, as the Committee shall deem desirable. A Limited Right is a stock
appreciation right which is effective only upon a Change in Control (as defined
in Section 11.2) and is payable only in cash. The amount of payment to which
any grantee of such a Limited Right shall be entitled upon exercise shall be
equal to the difference between the exercise price per share of any Common
Stock covered by a Stock Option in connection with, whether or not in tandem,
such Limited Right and the "Market Price" of a share of Common Stock. For
purposes of this Section 8.1, the term "Market Price" shall mean the greater of
(i) the highest price per share of Common Stock paid in connection with the
Change in Control and (ii) the highest price per share of Common Stock
reflected on the NASDAQ - National Market System during the sixty-day period
prior to the Change in Control. If the Limited Rights are exercised, the
tandem Stock Options shall cease to be exercisable to the extent of the Common
Stock with respect to which such Limited Rights are exercised.
ARTICLE IX
FORFEITURE AND EXPIRATION OF AWARDS
9.1 TERMINATION. Subject to the express provisions of this Plan
and the terms of any applicable Agreement, the Committee, in its discretion,
may provide for the forfeiture or continuation of any Award for such period and
upon such terms and conditions as are determined by the Committee in the event
that a Participant ceases to be an Employee. In the absence of Committee
action or contrary provisions in an Agreement, the following rules shall apply:
(a) with respect to Stock Options, in the event of
Retirement, the Stock Options shall continue to vest according to the original
schedule, but no Stock Options may be exercised after the expiration of the
earlier of the remaining term of such Stock Options or 36 months (12 months in
the case of Incentive Stock Options) following the date of Retirement; in the
event of permanent and total disability, the Stock Options shall continue to
vest according to the original schedule, but no Stock Options may be exercised
after the expiration of the earlier of the remaining term of such Stock Options
or 12 months following the date of permanent and total disability; in the event
of death, Stock Options held at the time of death by the Participant may be
exercised by the estate or beneficiary of such Participant until the expiration
of the earlier of the remaining term of such Stock Options or three years from
the date of death; in the event of the Participant's voluntary separation of
employment, the Stock Options shall terminate and be forfeited as of the date
of separation of employment; in the event of the Participant's involuntary
separation of employment, the Stock Options shall be exercisable
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until the end of the period of the Participant's receipt of installments of
severance pay, if any, from the Company; in the event of an involuntary
separation of employment without severance pay or if severance pay is paid in a
lump sum, the Stock Options shall not be exercisable after the date of
separation of employment;
(b) with respect to Limited Rights, in the event of
Retirement or permanent and total disability, the Limited Rights shall continue
in effect for six months following separation of employment, and such Limited
Rights may be exercised during such six-month period; in the event of the
Participant's death or voluntary separation of employment, the Limited Rights
shall terminate as of the date of separation of employment; provided that
Limited Rights pursuant to Section 8.1 may be exercised in accordance with
their terms by the holder thereof who separated from employment following a
Change in Control, without respect to the separation of employment of such
holder.
9.2 LEAVE OF ABSENCE. With respect to an Award, the Committee
may, in its sole discretion, determine that any Participant who is on leave of
absence for any reason shall be considered to still be in the employ of the
Company, provided that rights to such Award during a leave of absence shall be
limited to the extent to which such rights were earned or vested when such
leave of absence began.
ARTICLE X
GRANT OF STOCK OPTIONS
AND LIMITED RIGHTS TO (NONEMPLOYEE) DIRECTORS
10.1 GRANT. Commencing in January, 1996, and in each year
thereafter following the publication of the Company's financial statements for
the prior fiscal year ended September 30, each Director shall be granted an
Award consisting of (a) a Nonqualified Stock Option to purchase shares of
Common Stock (as constituted on January 1, 1996) and (b) with respect to such
number of shares of Common Stock, a Limited Right, subject to applicable law.
In respect to any Award under this Section 10.1, the Limited Right component of
the Award shall be exercisable only as set forth in Section 8.1 of this Plan.
The number of shares of Common Stock to be subject to each Nonqualified Stock
Option granted automatically under this Section 10.1, in January, 1996 and
thereafter during the term of this Plan (subject to adjustment as provided in
Section 11.1) shall be 10,000 shares of Common Stock to each Director.
The foregoing provisions of this Section 10.1 shall not be
amended more than once every six months, other than to comport
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with changes in the Code, the Employee Retirement Income Security Act or the
rules thereunder.
10.2 TERMINATION. If a Director's service with the Company
terminates by reason of permanent and total disability or retirement from
active service as a director of the Company, any Award held by such Director
may be exercised for a period of three years from the date of such termination
or until the expiration of the Award, whichever is shorter, to the extent to
which the individual would on the date of exercise have been entitled to
exercise the Award if such individual had continued to serve as a Director. If
a Director's service with the Company terminates by reason of death or under
mutually satisfactory conditions, or if a Director dies within the three-year
period following termination by reason of permanent and total disability or
retirement from active service as a director of the Company or within the
one-year period following termination under mutually satisfactory conditions,
any Award held by such Director may be exercised for a period of one year from
the date of such termination or post-termination death, as the case may be, or
until the expiration of the stated term of the Award, whichever is shorter, to
the extent to which the individual would on the date of exercise have been
entitled to exercise the Award if such individual had continued to serve as a
Director. All applicable provisions of this Plan not inconsistent with this
Article X shall apply to Awards granted to Directors; provided, however, that
the Committee may not exercise discretion under any provision of this Plan with
respect to Awards granted under this Article X to the extent that such
discretion is inconsistent with Rule 16b-3. The maximum number of shares of
Common Stock as to which Nonqualified Stock Options may be granted to any
Director under this Plan shall not exceed 200,000 shares of Common Stock (as
constituted on January 1, 1996).
ARTICLE XI
ADJUSTMENT PROVISIONS
11.1 SHARE ADJUSTMENTS. If the number of outstanding shares of
Common Stock is increased, decreased, or exchanged for a different number or
kind of shares or other securities, or if additional, new, or different shares
or other securities are distributed with respect to such shares of Common Stock
or other securities through merger, consolidation, sale of all or substantially
all of the assets of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other
distribution with respect to such shares of Common Stock or other securities,
an appropriate adjustment in order to preserve the benefits or potential
benefits
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intended to be made available to the Participants may be made, in the
discretion of the Committee, in all or any of the following: (i) the maximum
number and kind of shares provided in Section 3.1; (ii) the number and kind of
shares or other securities subject to then outstanding Awards; and (iii) the
price for each share or other unit of any other securities subject to then
outstanding Awards. The Committee may also make any other adjustments, or take
such action as the Committee, in its discretion, deems appropriate in order to
preserve the benefits or potential benefits intended to be made available to
the Participants. Any fractional share resulting from such adjustment may be
eliminated.
11.2 CORPORATE CHANGES. Subject to Article XIII, upon (i) the
dissolution or liquidation of the Company; (ii) a reorganization, merger, or
consolidation (other than a merger or consolidation effecting a reincorporation
of the Company in another state or any other merger or consolidation in which
the shareholders of the surviving corporation and their proportionate interests
therein immediately after the merger or consolidation are substantially
identical to the shareholders of the Company and their proportionate interests
therein immediately prior to the merger or consolidation) of the Company with
one or more corporations, following which the Company is not the surviving
corporation (or survives only as a subsidiary of another corporation in a
transaction in which the shareholders of the parent of the Company and their
proportionate interests therein immediately after the transaction are not
substantially identical to the shareholders of the Company and their
proportionate interests therein immediately prior to the transaction); (iii)
the sale of all or substantially all of the assets of the Company; or (iv) the
occurrence of a Change in Control, subject to the terms of any applicable
Agreement, the Committee serving prior to the date of the applicable event may,
to the extent permitted in Section 3.1 of this Plan, in its discretion and
without obtaining shareholder approval, take any one or more of the following
actions with respect to any Participant:
(a) accelerate the exercise dates of any or all
outstanding Awards;
(b) grant Limited Rights to holders of outstanding Stock
Options;
(c) pay cash to any or all holders of Stock Options in
exchange for the cancellation of their outstanding Stock Options;
(d) grant new Awards to any Participants; or
(e) make any other adjustments or amendments to
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outstanding Awards or determine that there shall be substitution of new Awards
by such successor employer corporation or a parent or subsidiary company
thereof, with appropriate adjustments as to the number and kind of shares or
units subject to such awards and prices.
For purposes of this Plan and subject to the last sentence of
this paragraph, a "Change in Control" shall mean a change in control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A, as in effect on the date hereof, promulgated
under the Exchange Act; provided that, without limitation, a Change in Control
shall be deemed to have occurred if (a) any "Person" (as such term is used in
Section 13(d) and Section 14(d) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities; (b) there occurs a contested proxy solicitation of the
Company's shareholders that results in the contesting party obtaining the
ability to vote securities representing 30% or more of the combined voting
power of the Company's then outstanding securities; (c) there occurs a sale,
exchange, transfer or other disposition of substantially all of the assets of
the Company to another entity, except to an entity controlled directly or
indirectly by the Company, or a merger, consolidation or other reorganization
of the Company in which the Company is not the surviving entity, or a plan of
liquidation or dissolution of the Company other than pursuant to bankruptcy or
insolvency laws is adopted; or (d) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board cease for
any reason to constitute at least a majority thereof unless the election, or
the nomination for election by the Company's shareholders, of each new director
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period. Notwithstanding the
foregoing, a "Change in Control" shall not be deemed to have occurred for
purposes of this Plan (i) in the event of a sale, exchange, transfer or other
disposition of substantially all of the assets of the Company to, or a merger,
consolidation or other reorganization involving the Company and, the
Participant, alone or with other Participants, or any entity in which the
Participant (alone or with other Participants) has, directly or indirectly, at
least a 5% equity or ownership interest or (ii) in a transaction otherwise
commonly referred to as a "management leveraged buy-out."
Clause (a) of the preceding paragraph to the contrary
notwithstanding, a Change in Control shall not be deemed to have occurred if a
Person becomes the beneficial owner, directly or indirectly, of securities of
the Company representing 20% or more
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of the combined voting power of the Company's then outstanding securities
solely as the result of an acquisition by the Company or any Subsidiary of the
Company of voting securities of the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 20% or more of the combined voting power of the
Company's then outstanding securities; provided, however, that if a Person
becomes the beneficial owner of 20% or more of the combined voting power of the
Company's then outstanding securities by reason of share purchases by the
Company or any Subsidiary and shall, after such share purchases by the Company
or a Subsidiary, become the beneficial owner, directly or indirectly, of any
additional voting securities of the Company, then a Change in Control of the
Company shall be deemed to have occurred with respect to such Person under
clause (a) of the preceding paragraph.
Clauses (a) and (b) of the second preceding paragraph to the
contrary notwithstanding, the Board may, by resolution adopted by at least
two-thirds of the directors who were in office at the date a Change in Control
occurred, declare that a Change in Control described in said clauses (a) or (b)
has become ineffective for purposes of this Plan if all of the following
conditions then exist: (i) the declaration is made prior to the death,
disability or termination of employment of the Participant and within 120 days
of the Change in Control; and (ii) no Person either is the beneficial owner,
directly or indirectly, of securities of the Company representing 10% or more
of the combined voting power of the Company's outstanding securities or has the
ability or power to vote securities representing 10% or more of the combined
voting power of the Company's then outstanding securities. If such a
declaration shall be properly made, no actions or adjustments may be taken or
made under this Section 11.2 as a result of such prior but now ineffective
Change in Control, but such actions or adjustments may be taken or made and
this Plan shall remain enforceable as a result of any other Change in Control
unless it is similarly declared to be ineffective.
11.3 BINDING DETERMINATION. Adjustments under Sections 11.1 and
11.2 shall be made by the Committee, and its determination as to what
adjustments shall be made and the extent thereof shall be final, binding, and
conclusive.
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ARTICLE XII
GENERAL PROVISIONS
12.1 NO RIGHT TO EMPLOYMENT. Nothing in this Plan or in any
instrument executed pursuant to this Plan shall confer upon any Participant any
right to continue in the employ of the Company or a Subsidiary or affect the
Company's or a Subsidiary's right to terminate the employment of any
Participant at any time with or without cause.
12.2 SECURITIES REQUIREMENTS. No shares of Common Stock shall be
issued or transferred pursuant to an Award unless all applicable requirements
imposed by federal and state laws, regulatory agencies, and securities
exchanges upon which the Common Stock may be listed have been fully complied
with. As a condition precedent to the issuance of shares pursuant to the grant
or exercise of an Award, the Company may require the Participant to take any
reasonable action to meet such requirements.
12.3 NO RIGHT TO STOCK. No Participant and no beneficiary or other
person claiming under or through such Participant shall have any right, title,
or interest in any shares of Common Stock allocated or reserved under this Plan
or subject to any Award except as to such shares of Common Stock, if any, that
have been issued or transferred to such Participant.
12.4 WITHHOLDING. The Company or a Subsidiary, as appropriate,
shall have the right to deduct from all Awards paid in cash any federal, state,
or local taxes as required by law to be withheld with respect to such cash
payments. In the case of Awards paid in Common Stock, the Participant or other
person receiving such Common Stock may be required to pay to the Company or a
Subsidiary, as appropriate, the amount of any such taxes which the Company or
Subsidiary is required to withhold with respect to such Common Stock. Also, at
the discretion of the Committee and provided such withholding can be effected
without causing the participant to incur liability under Section 16(b) of the
Exchange Act, the Participant may (i) direct the Company or Subsidiary to
withhold from the shares of Common Stock to be issued or transferred to the
Participant the number of shares necessary to satisfy the Company's or
Subsidiary's obligation to withhold taxes, such determination to be based on
the shares' Fair Market Value as of the date on which tax withholding is to be
made, (ii) deliver sufficient shares of Common Stock (based upon the Fair
Market Value at the date of withholding) to satisfy the withholding
obligations, or (iii) deliver sufficient cash to satisfy the withholding
obligations. Participants who elect to use such a stock withholding feature
must make the election at the time and in the
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manner prescribed by the Committee.
12.5 NO DISPOSITION. No Award under this Plan may be the subject
of any Disposition (excluding shares of Common Stock with respect to which all
restrictions have lapsed), other than by will or the laws of descent or
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the
rules thereunder. Any attempted Disposition in violation of this provision
shall be void and ineffective for all purposes.
12.6 SEVERABILITY; CONSTRUCTION. If any provision of this Plan is
held to be illegal or invalid for any reason, then the illegality or invalidity
shall not affect the remaining provisions hereof, but such provision shall be
fully severable and this Plan shall be construed and enforced as if the illegal
or invalid provision had never been included herein. Headings and subheadings
are for convenience only and not to be conclusive with respect to construction
of this Plan.
12.7 GOVERNING LAW. All questions arising with respect to the
provisions of this Plan shall be determined by application of the laws of the
State of Delaware, except as may be required by applicable federal law.
12.8 OTHER DEFERRALS. The Committee may permit selected
Participants to elect to defer payment of Awards in accordance with procedures
established by the Committee including, without limitation, procedures intended
to defer taxation on such deferrals until receipt (including procedures
designed to avoid incurrence of liability under Section 16(b) of the Exchange
Act). Any deferred payment, whether elected by the Participant or specified by
an Agreement or by the Committee, may require forfeiture in accordance with
stated events, as determined by the Committee.
ARTICLE XIII
AMENDMENT AND TERMINATION
13.1 AMENDMENTS; SUSPENSION; TERMINATION. The Board may at any
time amend, suspend (and if suspended, may reinstate) or terminate this Plan;
provided, however, that after the shareholders have approved this Plan in
accordance with Section 14.1, the Board may not, without approval of the
shareholders of the Company, amend this Plan so as to (a) increase the number
of shares of Common Stock subject to this Plan except as permitted in Article
XI or (b) reduce the exercise price for shares of Common Stock covered by
Stock Options granted hereunder below the applicable price
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specified in Article VII of this Plan; and provided further, that the Board
may not modify, impair or cancel any outstanding Award without the consent of
the affected Participant.
ARTICLE XIV
DATE OF PLAN ADOPTION
14.1 DATE OF PLAN ADOPTION. This Plan has been adopted by the
Board on February 1, 1995, subject to shareholder approval. If the requisite
shareholder approval is not obtained, then the Plan shall become null and void
ab initio and of no further force or effect. This Plan shall continue in
effect with respect to Awards granted before termination of this Plan and until
such Awards have been settled, terminated or forfeited.
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PROXY SOLICITED BY THE MANAGEMENT OF
CEDAR GROUP, INC.
For use at the Annual General Meeting of Shareholders to be
held on March 29, 1995
The undersigned shareholder of CEDAR GROUP, INC. (the "Company") hereby
appoints Michel L. Marengere or in his absence, Rene Amyot, or instead of
either of them _____________________________ as proxy to vote or refrain from
voting all of the shares registered in the name of the undersigned on behalf of
the undersigned at the Annual General Meeting of Shareholders to be held on
Wednesday, March 29, 1995 at 10:00 a.m. (New York Time) at the Friars Club, 57
East 55th Street, New York, New York, and at every adjournment or adjournments
thereof, to the same extent and with the same power as if the undersigned were
personally present at the said meeting or such adjournment or adjournments
thereof and, without limiting the generality of the power hereby conferred, the
nominees above are specifically directed:
To vote or withhold from voting the shares registered in the name of the
undersigned, as specified below for the election of the following
directors:
______ FOR or ______ WITHHOLD VOTE in respect of the election of
MICHELINE PRUD'HOMME as a director.
_______ FOR or ______ WITHHOLD VOTE in respect of the election of MARC
LALONDE as a director.
Proposal 1
To vote _______ FOR or _________ AGAINST the ratification of the Stock
Option Plan and the options to be issued pursuant to the Plan.
Proposal 2
To vote ______ FOR or __________ WITHHOLD VOTE in respect of the
appointment of Ernst & Young, as the Company's independent auditors.
In their discretion, on such other matters as may properly come before the
Annual Meeting, including the election of any substitute for any of the
foregoing nominees who is unable to, or any of the foregoing for good reasons
will not, serve on the Board of Directors
________ GRANTED __________ WITHHELD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED
AS DIRECTED HEREIN.
IF NO DIRECTION IS GIVEN THIS PROXY WILL BE VOTED IN FAVOUR OF THE PROPOSALS
HEREIN AND AT THE DISCRETION OF THE PERSONS NAMED HEREIN ON ALL OTHER MATTERS.
<TABLE>
<S> <C>
- - --------------------------------------------------- ------------------------------------------------------------
Name of Shareholder Signature of Shareholder
(Please print)
------------------------------------------------------------
</TABLE>
Please sign as name(s) appear. Joint owners should both sign. Fiduciaries,
attorneys, corporation officers, etc. should state their capacities.
PLEASE MAIL YOUR PROXY IN THE ENCLOSED ENVELOPE PROVIDED. ALTERNATIVELY,
KINDLY FAX YOUR PROXY TO OUR REGISTRAR AND TRANSFER AGENT, PACIFIC CORPORATE
TRUST TO THE ATTENTION OF MS. YASMIN JUMA: FAX NO. (604) 689-8144.
