UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, .D.C. 20549
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
( X )Definitive Proxy Statement
( )Definitive Additional Material
( )Note
( )Soliciting Material Pursuant to Section 240.14a-11 or
Section 240.14a-12
SEL-DRUM INTERNATIONAL, INC.
----------------------------
(Name of Registrant as specified in its charter)
Payment of Filing Fee (Check the Appropriate Box):
( )$125 per Exchange Act Rules 0-11 (1)(ii),
14a-6(I)(1), or 14a-6(I)(2)
<PAGE>
SEL-DRUM INTERNATIONAL, INC.
----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Wednesday November 6, 1996
TO THE STOCKHOLDERS OF SEL-DRUM INTERNATIONAL, INC.:
---------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Stockholders of Sel-Drum International Inc. (the
"Company"), a Colorado corporation,will be held on
Wednesday , November 6th, 1996 at 10:00 a.m., local
time, at 1370 Artisans Court,Burlington, Ontario L7L 5Y2
for the following purposes:
1.To elect directors to serve for the ensuing year
and until their successors are elected;
2.To ratify the appointment of Mengel Metzger
Barr & Co.LLP, CPA's as independent auditors of the
Company for the fiscal year ending July 31, 1997;
3.To transact such other business as may properly
come before the meeting or any adjournment thereof;
The foregoing items of business are more fully
described in the Proxy Statement accompanying this
Notice.
Only stockholders of record at the close of business
on October 4th, 1996 are entitled to notice of and to
vote at the meeting and any adjournment thereof.
All stockholders are cordially invited to attend the
meeting in person. Any stockholder attending the
meeting may vote in person even if such stockholder
previously signed and returned a proxy.
"Robert Asseltine"
Robert Asseltine, Chairman
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE
REPRESENTATION OF YOUR SHARES, NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE>
SEL-DRUM INTERNATIONAL, INC.
----------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
--------------------------------------------------
The enclosed Proxy is solicited on behalf of the Board of
Directors of Sel-Drum International, Inc. (the "Company") for
use at the Company's Annual Meeting of Stockholders ("Annual
Meeting"), to be held Wednesday, November 6th, 1996 at 10:00
a.m.local time, or at any adjournment or postponement
thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. The
Annual Meeting will be held at 1370 Artisans Court,
Burlington, Ontario L7L 5Y2.
The Company's principal executive offices are located at 1370
Artisans Court, Burlington Ontario, L7L 5Y2. The telephone
number at the address is 1-905-335-2766.
The proxy solicitation materials were mailed on or about
October 15th, 1996 to all stockholders entitled to vote at
the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
----------------------------------------------
Record Date and Shares Outstanding
----------------------------------
Stockholders of record at the close of business on October
4th, 1996 are entitled to notice of, and to vote at, the
Annual Meeting. As of the record date, 7,642,500 Shares of
the Company's Common Stock were issued and outstanding and
entitled to vote at the meeting.
Revocability of Proxies
-----------------------
Any proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before its use by
delivering to the Secretary of the Company a written notice
of revocation or a duly executed proxy bearing a later date
or by attending the Annual Meeting and voting in person.
Voting and Solicitation
-----------------------
Every stockholder voting for the election of directors is
entitled to one vote for each share held. Stockholders do not
have the right to cumulate their votes in the election of
directors. On all other matters each share is likewise
entitled to one vote on each proposal or item that comes
before the Annual Meeting.
The Company intends to include abstentions and broker
non-votes as present or represented for purposes of
establishing a quorum for the transaction of business, but to
exclude broker non-votes from the calculation of shares
entitled to vote with respect to any proposal for which
authorization to vote was withheld.
The cost of this solicitation will be borne by the Company.
The Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses
in forwarding solicitation material to such beneficial
owners. Proxies also may be solicited by certain of the
Company's directors, officers and employees, without
additional compensation, personally or by telephone or
telegram.
<PAGE>
Deadline for Receipt of Stockholder Proposals
---------------------------------------------
Proposals of stockholders of the Company which are intended
to be presented by such stockholders at the Company's 1996
Annual Meeting of stockholders tentatively scheduled for
November 6th 1996 must submit such proposal in accordance
with the Securities and Exchange Commission in order to be
included in the proxy soliciting materials relating to that
meeting.
PROPOSAL ONE
------------
ELECTION OF DIRECTORS
---------------------
Nominees
--------
A board of four directors is to be elected at the meeting.
Each director elected to the board will hold office until the
next Annual Meeting or until his or her successor has been
elected and qualified. Unless otherwise instructed, the proxy
holders will vote the proxies received by them for the four
nominees named below, all of whom are presently directors of
the Company. In the event that any nominee is unable or
declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall
be designated by the present Board of Directors to fill the
vacancy. The proxies cannot be voted for a greater number of
persons than the number of nominees named in this proxy
statement. It is not expected that any nominee will be
unable or will decline to serve as a director.
The name of and certain information regarding each nominee is
set forth below.
<TABLE>
<CAPTION>
Name of Nominee Age
- - --------------- -----
<S> <C>
Brian Turnbull 61
Robert Asseltine 65
Gerry Maunder 64
Stephen Dadson 52
<CAPTION>
Name of Nominee Principal Occupation
- - --------------- --------------------
<S> <C>
Brian Turnbull President of the Company, CEO of
Sel-Drum President of the
Company, CEO of Sel-Drum Corp.and
Sel-Drum (USA) Inc
Robert Asseltine Chairman of the Board of the
Company and its subsidiaries and
past President and founder of
Micron Imaging Corp.
Gerry Maunder Vice-president of Corporate
Development, past President of
Savin Canada Corp. and VP Retail
for Savin USA
Stephen Dadson Commercial lawyer, Businessman
<CAPTION>
Name of Nominee Director since
- - --------------- --------------
<S> <C>
Brian Turnbull February 1, 1995
Robert Asseltine February 1, 1995
Gerry Maunder February 1, 1995
Stephen Dadson October 4th, 1995
</TABLE>
Except as set forth below, each of the nominees has been
engaged in his principal occupation described above during
the past five years. There is no family relationship between
any director or executive officer of the Company.
Mr. Turnbull has been in the photo copier industry his entire
business career. The Sel-Drum Group of companies started in
1978 with Mr. Turnbull's launching Sel-Drum Corp. Mr.
Turnbull remains President of Sel-Drum Corp. as well as
President of the Company.
Robert Asseltine was the founder and CEO of Micron Imaging
Corp. the photocopier drum manufacturer now owned by the
Company. Mr. Asseltine was the Founder and President of the
<PAGE>
Copytron Group of companies formerly Western Canada's largest
independent copier dealer which was sold to Savin Canada.
Gerald Maunder was, until his retirement in 1990, President
of Savin Canada and VP Retail Sales of Savin USA. Mr.
Maunder has spent his entire business career in the Office
Equipment industry. In May 1995 the Principals of the
Company retained the services of Mr. Maunder whom they had
known for many years to assist in the launching of the
Company and be responsible for Corporate Development.
Stephen Dadson has practiced Commercial Law since 1971 when
he joined a major Vancouver law firm. In 1986 Mr. Dadson
left the practice of law to become CEO of a London based
metallurgical firm until 1990. Mr. Dadson has for the last 4
years carried on a limited commercial law practice and been
extensively involved in assisting companies to establish
businesses in China for both Chinese and Western Firms. Mr.
Dadson was the legal adviser for Mr. Asseltine's Copytron
group of companies beginning in 1974 and as such has
considerable experience with the Copier Industry. Mr. Dadson
works actively assisting the Company with new acquisitions,
regulatory matters and its Far East strategy.
Board Meetings and Committees
-----------------------------
Mr. Turnbull serves as President of the Board of Directors of
the Company. The Board of Directors holds regular quarterly
meetings.
Compensation of Directors
-------------------------
The Company pays no director's fees.
The Company proposes to authorize the granting of Director
and Employee options as set forth in Proposal three.
MANAGEMENT
----------
Security Ownership of Certain Beneficial Owners and
---------------------------------------------------
Management.
----------
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of Oct.
4th, 1996.(I) by each person who is known by the Company to
own beneficially more than 5% of the Company's Common stock
(ii) by each of the Company's directors (iii) by each of the
Company's most highly compensated executives who served as
executive officers at October 4th 1996 and (iv) by all
directors and executives who served as directors or executive
officers as at October 4th 1996, as a group.
<TABLE>
Directors, officers , Shares Beneficially
and 5% stockholders owned
-------------------- -------------------
<CAPTION>
Directors Number Percent
--------- ------ -------
<S> <C> <C>
Robert Asseltine 1,199,000 15.73%
Nelson New Zealand
547118 Ontario Limited 4,514,000 59.22%
1370 Artisans Court, Burlington
Ontario L7L 5Y2.
<PAGE>
Gerald Maunder 125,000 1.6%
1370 Artisans Court, Burlington,
Ontario L7L 5Y2.
Stephen Dadson 83,680 1.1%
900 800 West Pender St Vancouver
British Columbia
<CAPTION>
Other Executive Officers
------------------------
<S> <C> <C>
Brien Murtagh 385,000 5.05%
All Directors and executive 6,306,680 82.5%
officers as a group
</TABLE>
Executive Compensation
----------------------
The Company pays no executive compensation per se but its
operating subsidiaries pay remuneration. The following table
sets forth the annual and long term compensation of the
highest compensated executives at fiscal year end.
<TABLE>
Summary Compensation Table
--------------------------
<CAPTION>
Annual Compensation
Name and Principal Fiscal Salary Bonus/
Position Year Commission
- - ------------------ ------ ------ ----------
<S> <C> <C> <C>
Brian Turnbull 1996 $ 211,207 $ 47,437
President and CEO
of Sel-Drum Corp.
Brien Murtagh 1996 $ 72,830 $ 47,437
VP Operations Sel-Drum
Corp.
Alex Green President 1996 $ 50,981 $ 0
of Micron Imaging Corp.
<CAPTION>
Long Term Compensation
Name and Principal Stock awards Options All Other
Position Compensation
- - ------------------ ------------ ------- ------------
<S> <C> <C> <C>
Brian Turnbull Nil Nil Nil
President and CEO
of Sel-Drum Corp.
Brien Murtagh Nil Nil Nil
VP Operations Sel-Drum
Corp.
Alex Green President Nil Nil Nil
of Micron Imaging Corp.
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Robert Asseltine and 547118 Ontario Limited (controlled by
Brian Turnbull) on Feb. 1st 1995 as shareholders of Sel-Drum
Imaging Corp. ("Imaging") exchanged their common shares in
Imaging for 6,100,000 shares of the Company.
Brian Turnbull the President of the Company indirectly
controls the landlord that leases to Sel-Drum its premises in
Burlington Ontario.
APPOINTMENT OF AUDITORS
-----------------------
The Company proposes to appoint as its independent auditors
for the ensuing year Mengel, Metzger Barr & Co. LLP, CPA's of
Rochester, New York.
<PAGE>
SEL-DRUM INTERNATIONAL, INC.
----------------------------
FORM OF PROXY
-------------
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT OF
Sel-Drum International, Inc. ("CORPORATION") FOR THE ANNUAL
MEETING OF SHAREHOLDERS ON November 6th, 1996.
The undersigned, a registered shareholder of the
Corporation, hereby appoints Brian Turnbull or, failing him,
Gerald Maunder, both directors of the Corporation, or instead
of either of them _________________________ as proxyholder,
with power of substitution, to attend and vote for the
undersigned at the Annual Meeting of shareholders of the
Corporation to be held on November 6th, 1996, and at any
adjournment thereof. The undersigned hereby revokes any
instrument of proxy heretofore given with respect to the
meeting or any adjournment thereof.
Shareholders are entitled to specify that the shares
represented by this proxy be voted or withheld from voting on
the appointment of auditors and the election of directors.
The Proxyholder is hereby directed to vote on any poll as
follows:
1.To appoint Mengel Metzger Barr & Co. LLP, Certified
Public Accountants, as auditor of the Corporation for the
ensuing year at a remuneration to be fixed by the directors.
FOR ( ) WITHHOLD ( )
2.To elect the following persons as directors of the
Corporation for the ensuing year:
Brian Turnbull FOR ( ) WITHHOLD ( )
Robert Asseltine FOR ( ) WITHHOLD ( )
Gerald Maunder FOR ( ) WITHHOLD ( )
Stephen Dadson FOR ( ) WITHHOLD ( )
3.To approve the granting to the directors of a general
authority to grant employees, directors and officers of the
Corporation options to purchase shares of the Corporation,
not exceeding 5% of the issued shares, on such terms as may
be approved by the securities regulatory authorities.
FOR ( ) WITHHOLD ( )
<PAGE>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED OR
WITHHELD FROM VOTING ON ANY BALLOT IN ACCORDANCE WITH THE
INSTRUCTIONS OF THE SHAREHOLDER. WHERE THE UNDERSIGNED HAS
NOT SPECIFIED A CHOICE WITH RESPECT TO ANY OF THE FOREGOING
MATTERS, THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH
RESPECT TO SUCH MATTER(S) UPON THE ABOVE-NAMED PROXYHOLDER.
IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED IN FAVOR OF THOSE ITEMS.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY WITH RESPECT TO
AMENDMENTS OR VARIATIONS OF THE MATTERS IDENTIFIED IN THE
NOTICE OF MEETING AND WITH RESPECT TO OTHER MATTERS WHICH
MIGHT PROPERLY COME BEFORE THE MEETING.
NOTES:
-----
1. SHAREHOLDERS HAVE THE RIGHT TO APPOINT A PERSON(WHO NEED
NOT BE A SHAREHOLDER) TO REPRESENT THEM AT THE ANNUAL
MEETING OF SHAREHOLDERS OTHER THAN THE MANAGEMENT
NOMINEES. If you designate as proxyholder a person
other than Messrs. Turnbull and Gerald Maunder, the
management nominees, you should either strike out their
names and insert in the space provided the name of the
person you desire to designate as proxyholder or
complete another proper form of proxy.
2. A proxy, to be valid, must be dated and signed by the
shareholder or by his attorney authorized in writing or,
where the shareholder is a corporation, under its
corporate seal or by a duly authorized and appointed
officer, attorney or representative of the corporation.
Please sign exactly as your name appears on the proxy.
If the proxy is executed by an attorney for an
individual shareholder or by an officer, attorney or
representative of a corporate shareholder, the
instrument so empowering the officer, attorney or
representative, as the case may be, or a notarial
copy thereof, must accompany the proxy instrument. If
this proxy is not dated in the space below, it is deemed
to bear the date on which it is mailed to the
shareholder.
Signature ___________________________
Name ___________________________
Please Print
Address ____________________________
____________________________
Number of Shares _____________________
Dated this _____ day of November, 1996.
<PAGE>
MINUTES OF THE ANNUAL GENERAL MEETING OF
----------------------------------------
SEL-DRUM INTERNATIONAL, INC.
(THE COMPANY)
HELD ON NOVEMBER 24th, 1995
AT THE COMPANIES OFFICES IN BURLINGTON, ONTARIO
CHAIRMAN, SECRETARY AND SCRUTINEER
----------------------------------
Brian Turnbull acted as Chairman and Secretary of the
meeting and called the meeting to order.
NOTICE OF MEETING
-----------------
The Chairman stated that notice be given of a general
meeting and presented to the meeting the Declaration of John
Hall declaring that the Notice calling the meeting, Form of
Proxy, Information Circular, Financial Statements as at July
31st and the Auditors' Report thereon were mailed.
Upon motion duly made it was resolved that the reading
of the Notice be dispensed with.
QUORUM
------
The Chairman reported that the report of the Scrutineer
indicated that there were sufficient shareholders present in
person and Proxy so declared that a quorum of members was
present at the meeting and the meeting was regularly called
and duly constituted and ready for the transaction of
business.
FINANCIAL STATEMENTS
--------------------
The Chairman stated that the first item of business was
the consideration of the audited financial statements of the
Company as at July 31st, 1995. The Chairman stated the
financial statements had been sent to all shareholders and
asked if any shareholder present had any questions concerning
the financial statements. There were no questions. Upon
motion duly made it was resolved that the financial
statements of the Company for the fiscal year ended July
31st, 1995 and the report of the auditor thereon be adopted
and confirmed.
APPOINTMENT OF AUDITOR
----------------------
The Chairman stated the auditors of the Company are
Mengel Metzger Barr & Co. LLP, CPA's (Auditor) and upon
motion duly made, it was resolved that they be reappointed
auditor of the Company.
<PAGE>
ELECTION OF DIRECTORS
---------------------
The Chairman then asked for a motion fixing the number
of directors at 5 for the ensuing year, subject to such
increase as may be permitted by the By-laws of the Company.
Upon motion duly made it was resolved that the number of
directors be fixed at 5 for the ensuing year, subject to such
increase as may be permitted by the Articles of the Company.
The Chairman stated that Messrs. Brian Turnbull, Robert
Asseltine, Gerald Maunder, Stephen Dadson (All Nominees as
Directors) were management nominees for election as directors
and confirmed their nomination. There being no further
nominations the Chairman declared nominations closed and the
management nominees be elected directors for the ensuing
year. The report of the Scrutineer indicated that of the
votes cast by proxy, all were in favor of the resolution.
INCENTIVE STOCK OPTIONS
-----------------------
The Chairman stated that the next item of business was
to consider a special resolution approving the granting of
incentive stock options to employees of the Company as set
out in the Proxy statement. Upon motion duly made it was
unanimously carried, it was resolved that the granting of
stock options to the employees as per the Proxy statement
particulars be approved, ratified and confirmed.
CHANGE OF NAME
--------------
The Company's management proposed a change of name of
the Company from" Dakota Equities Inc., to Sel-Drum
International, Inc. Upon motion duly made it was unanimously
carried, it was resolved, as a special resolution, that the
name of the Company be changed to Sel-Drum International,
Inc.
TERMINATION OF MEETING
----------------------
There being no further business, upon motion it was
resolved that the meeting be terminated.
/S/ Brian Turnbull
-------------------------------
Brian Turnbull, Chairman and Secretary
<PAGE>
/TEXT
<PAGE>
<PAGE>
</DOCUMENT>
</SEC-DOCUMENT>
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