SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _)
Filed by the Registrant XX
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
XX Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Ichor Corporation
(Names of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check appropriate box):
|_| 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 transaction applies:
3) Per unit price or other underlying value of transaction
computes pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PROXY
ICHOR CORPORATION
Suite 1250, 400 Burrard Street
Vancouver, British Columbia V6C 3A6
This Proxy is solicited on behalf of the Board of Directors of Ichor
Corporation.
The undersigned hereby appoints Michael J. Smith and Rene Randall and
each of them, each with the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote as designated below, all the shares of
common stock of ICHOR Corporation. held of record by the undersigned on April
29, 1997, at the annual meeting of shareholders to be held on June 27, 1997, or
any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR the nominees listed WITHHOLD AUTHORITY to vote
below (except as marked for the nominees listed
to the contrary below) |_| below |_|
(Instruction: To withhold authority to vote for a nominee, strike a line through
the nominee's name in the list below.)
Leonard Petersen
2. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted FOR Proposal 1.
Please sign exactly as name appears on your share certificates. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED: ___________________________, 1997
___________________________
Signature
___________________________
Signature, if jointly held
Please mark, sign, date and return this Proxy promptly using the enclosed
envelope.
<PAGE>
ICHOR Corporation
Suite 1259, 400 Burrard Street
Vancouver, British Columbia V6C 3A6
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
ICHOR Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of ICHOR
Corporation (the "Company") will be held at 8th Floor, 13 Route de Florissant,
CH1211 Geneva, Switzerland at 10:00 a.m., Central Europe Time, June 27, 1997,
for the following purposes:
1. To elect one (1) director of the Company.
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 29,
1997, as the record date for the determination of Stockholders entitled to
notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
Michael J. Smith
President
May ___, 1997
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE. INSTRUCTIONS FOR THE
PROPER EXECUTION OF PROXIES ARE SET FORTH IN THE PROXY STATEMENT.
<PAGE>
ICHOR Corporation
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
management of ICHOR Corporation (the "Company") of proxies for use at the Annual
Meeting of Stockholders to be held at 8th Floor, 13 Route de Florissant, CH1211
Geneva, Switzerland on June 27, 1997, and any adjournments thereof. If the Proxy
is properly executed and received by the Company prior to the meeting or any
adjournment thereof, the shares of common stock ("Shares") represented by your
Proxy will be voted in the manner directed. In the absence of voting
instructions, the Shares will be voted for the nominees for director. The Proxy
may be revoked at any time prior to its use by filing a written notice of
revocation of Proxy or a later dated Proxy with the Secretary of the Company,
Mr. Roy Zanatta, Suite 1250, 400 Burrard Street, Vancouver, British Columbia V6C
3A6, bearing a date later than the date of the Proxy or by attendance at the
meeting and voting your Shares in person. If you attend the meeting and have
submitted a Proxy, you need not revoke your Proxy and vote in person unless you
elect to do so. The Proxy Statement and form of Proxy are being mailed to
Stockholders commencing on or about May ___, 1997.
The holders of a majority of the outstanding shares of common stock
("Shares") and entitled to vote at the Annual Meeting, present in person or
represented by proxy, constitute a quorum. Under applicable law, abstentions and
broker non-votes will be counted for purposes of establishing a quorum, but will
have no effect on the vote for election of directors.
Proxies will be solicited primarily by mail and may also be solicited
personally and by telephone by directors, officers and regular employees of the
Company without additional remuneration therefor. The Company may also reimburse
banks, brokers, custodians, nominees and fiduciaries for their reasonable
charges and expenses in forwarding Proxies and Proxy materials to the beneficial
owners of the Shares. All costs of solicitation of Proxies will be borne by the
Company. The Company does not presently intend to employ any other party to
assist in the solicitation process.
The close of business on April 29, 1997, has been fixed as the record
date (the "Record Date") for the determination of Stockholders entitled to
notice of and to vote at the Annual Meeting.
The holders of record of 4,922,720 Shares of the Company issued and
outstanding on the Record Date will be entitled to one vote per Share at the
meeting. Cumulative voting in the election of directors is not permitted.
Directors will be elected by a plurality of votes cast at the meeting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Shares as of the Record Date by: (i) all
persons known by the Company to own more than five percent of the outstanding
Shares; and (ii) all of the Company's executive officers and directors. The
following is based solely on statements on filings with the Securities and
Exchange Commission or other reliable information.
<TABLE>
<CAPTION>
Name and Address Number Percent of
of Beneficial Owner of Shares Outstanding Shares
<S> <C> <C>
Logan International Corp.(1) 2,500,000 50.3%
Suite 1250, 400 Burrard Street
Vancouver, British Columbia V6C 3A6
Drummond Financial Corporation(1) 1,470,320 29.9%
Suite 1250, 400 Burrard Street
Vancouver, British Columbia V6C 3A6
Michael J. Smith(2) 10,000 *
Roy Zanatta(3) 16,000 *
John M. Musacchio(4) 116,716 2.3%
Edgar Berkey(3) 12,500 *
Leonard Petersen(3) 10,000 *
All executive officers and directors
as a group (5 persons) 159,216 3.1%
* less than 1%
(1) Majority-owned subsidiaries of MFC Bancorp Ltd. In addition, Drummond
Financial Corporation owns 60,000 Series B Preferred Shares of Logan
International Corp.
(2) Represents vested stock options. In addition, Mr. Smith is the
President and a director of each of MFC Bancorp Ltd., Logan International Corp.
and Drummond Financial Corporation and thus may be deemed to be the beneficial
owner of the shares of the Company owned by Logan International Corp. and
Drummond Financial Corporation.
(3) Represents vested stock options.
(4) Includes vested stock options to acquire 116,666 shares.
</TABLE>
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The number of directors of the Company is established at five. The
votes of a plurality of the Shares present in person or by Proxy at the Annual
Meeting are required to elect the directors.
The Board of Directors is divided into three classes. Pursuant to the
Bylaws of the Company, two (2) directors will serve until the 1998 annual
meeting, two (2) directors will serve until the 1999 annual meeting and one (1)
director is to be elected at this Annual Meeting to serve until the annual
meeting in 2000.
The nominee, Mr. Leonard Petersen, presently serves as a director and
has indicated that he is willing and able to serve as a director following the
Annual Meeting. If Mr. Petersen is unable or unwilling to serve, the
accompanying proxy may be voted for the election of such other person as shall
be designated by the Board of Directors. Proxies received by the Company on
which no designation is made will be voted FOR the nominee.
Directors
The following table sets forth information regarding each nominee for
election as a Director and each Director whose term of office will continue
after the Annual Meeting.
<TABLE>
<CAPTION>
Expiration of
Name Current Position with the Company Age Term as a Director
<S> <C> <C> <C>
Michael J. Smith President, Chief Financial Officer,
Treasurer and Director 49 1998
Roy Zanatta Secretary and Director 32 1998
Leonard Petersen Director 43 1997
Edgar Berkey Director 56 1999
John Musacchio Chief Operating Officer and Director 49 1999
</TABLE>
Michael J. Smith became a director of the Company during 1996 and President
and Chief Financial Officer of the Company on January 10, 1997. Mr. Smith is the
President, Chief Financial Officer of MFC Bancorp Ltd. He was Chief Financial
Officer of Mercer International from May 1988 until 1996. Mr. Smith is Chief
Executive Officer, Chief Financial Officer and a director of Logan International
Corp. and of Drummond Financial Corporation.
Roy Zanatta. Mr. Zanatta is currently an employee and director of MFC
Bancorp Ltd., and has been associated with MFC Bancorp Ltd. in various
capacities since 1993. Mr. Zanatta joined Drummond Financial Corporation as
Secretary in March 1995 and became a Vice-President in May 1995. During 1992 and
1993, he was employed as a management consultant by the British Columbia Hydro
and Power Authority, a major electric utility. From 1991 to 1992, Mr. Zanatta
was employed as a project manager with the Canadian Standards Association. Mr.
Zanatta earned a B.Sc. Degree in 1987 from the University of British Columbia,
and an M.B.A. from McGill University in 1991.
<PAGE>
Leonard Petersen has been a director of the Company since 1996. Since 1990,
he has served as a director and a senior officer of Pemcorp Management, Inc. He
was a chartered accountant with Davidson & Company from 1987 to 1990. Mr.
Peterson is a director of Drummond Financial Corporation and Logan International
Corp.
Edgar Berkey has served in his current position as President of Center for
Hazardous Materials Research, a not-for-profit corporation which conducts
applied research, training, education and international technology projects on
government and industrial problems involving hazardous materials and waste,
since 1988. He has also served as President of National Environmental Technology
Applications Corporation, a not-for-profit corporation which facilitates the
commercialization of environmental technologies developed by the public and
private sectors since 1989.
John Musacchio was President of the Company from July 1994 until January
10, 1997. Mr. Musacchio served as Vice President - Technical Services of PDGE
from November 1992 until July 1994. In this position he was responsible for
PDGE's remediation business. From 1984 until November 1992, Mr. Musacchio was a
partner at Paul C. Rizzo Associates, Inc., an environmental consulting firm.
During that period he served as Director, Senior Vice President and Chief
Operating Officer of that corporation.
During the fiscal year ended December 31, 1996, the Board of Directors held
5 board meetings and acted by written consent on three occasions. Each Director
attended at least 75% of the board meetings.
Committees of the Board
The Company has established an audit committee. The function of the Audit
Committee is to meet with and review the results of the audit of the Company's
financial statements performed by the independent public accountants and to
recommend the selection of independent public accountants. The members of the
audit committee are Mr. Zanatta, Mr. Smith and Mr. Petersen. The audit committee
did not meet during 1996.
The Company has also established a Compensation Committee. The members of
the Compensation Committee are Mr. Zanatta and Mr. Smith. The primary duty of
the Compensation Committee is to grant stock options under the Company's Stock
Option Plan and to review the performance of management and make recommendations
with respect to management compensation award bonuses to employees and
consultants under the Company's Incentive Bonus Plan. The Compensation Committee
did not meet during 1996.
The Company does not have a Nominating Committee.
<PAGE>
Executive Compensation
The following table sets forth information on the annual compensation for
each of the Company's last three fiscal years of the chief executive officer (
the "CEO") and each of the Company's four most highly compensated executive
officers other than the CEO who received aggregate annual remuneration from the
Company in excess of $100,000 during the fiscal year ended December 31, 1996
(collectively, with the CEO, the "Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
----------------------------------------------------- -------------
Securities
Other Annual Underlying All Other
Name and Principal Compensation Options/ Compensa-
Position Year(1) Salary($) Bonus($) ($) SARs(#) tion($)
- ------ --------- ------- --------- -------- ----- ---- --- ------- -- -------
<S> <C> <C> <C> <C> <C> <C>
John M. Musacchio, 1996 114,960 0 0 0
President 1996 115,842 0 0 100,000 0
1995 115,842 0 0 0 0
(1) Represents the eleven month period from February 1 through December 31.
Effective February 1, 1996, the Company changed its fiscal year to a calendar
year. Prior to that, the Company's fiscal year ended January 31.
(2) Effective January 10, 1997, Mr. Musacchio ceased to be President of the
Company and became Chief Operating Officer.
</TABLE>
Stock Options
Grants of Stock Options. There were no stock grants to the Named Executive
Officers during fiscal 1996.
Option Exercises; Outstanding Options. The table below provides information
on exercises of options during 1996 by the Named Executive Officers and
information with respect to unexercised options held by the Named Executive
Officers at December 31, 1996.
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying in-the-money
Unexercised Options/SARs at
Options/SARs at Fiscal Year-End ($)
Fiscal Year-End (#) Exercisable/
Shares Acquired on Exercisable/ Unexercisable
Name on Exercise (#) Value Realized ($) Unexercisable
<S> <C> <C> <C> <C>
John Musacchio 0 0 116,666/3,334 94/791/2,709
</TABLE>
<PAGE>
Compensation of Directors
The outside directors of the Company receive $500 for each meeting they
attend plus reimbursement for their actual expenses incurred in amending such
meetings. In addition, the Company has established the 1994 Amended Stock Option
Plan (the "1994 Plan") which provides for the grants of options to employee and
non-employee directors.
Pursuant to the 1994 Plan, each non-employee director is automatically
granted an option to purchase 10,000 shares upon becoming a director. Each
director who has served for at least 12 months will automatically be granted an
additional option to purchase 1,250 shares on the fifth business day following
the Company's annual meeting of shareholders. Options granted to non-employee
directors are exercisable immediately upon grant and for a period of ten years
thereafter. No non-employee director may be awarded more than 15,000 options.
Options granted to non-employee directors have a per share exercise
price equal to at least the fair market value of a share of the Company's Common
Stock at the time the option is granted. Options granted to non-employee
directors terminate ten years from grant, unless the termination is due to the
director's death, in which event the exercise period is one year following
death, but not beyond the original maximum term of the option. During the fiscal
year ended December 31, 1996, Messrs. Petersen, Smith and Zanatta were each
granted options to purchase 10,000 shares of Common Stock and Mr. Berkey was
granted options to purchase 1,250 shares of Common Stock.
Employee directors are not compensated in their role as directors.
<PAGE>
Report of the Directors on Executive Compensation
The Company's approach to executive compensation is designed to enable
it to recruit, retain and motivate executives to achieve the Company's
performance objectives and to increase shareholder value. The Company currently
determines executive compensation using a number of different criteria. Each
executive officer's individual performance and area of responsibility is
evaluated on an annual basis in relation to base salary, comparative
compensation surveys which include benefits and the Company's long-term
incentive compensation plans.
Performance management reviews are conducted periodically for all
employees of the Company and executive officers. Individual goals are
established at that time, incorporating the overall strategic plans and
objectives of the Company. The performance review focuses on an executive
officer's specific area of responsibility, accomplishments and contributions as
they relate to both personal performance and the Company's overall performance.
The basic benefits offered to executive officers, which include
participation in the Company's 401k Plan, group health insurance, group term
life insurance and disability insurance, are the same as those provided to other
employees of the Corporation. Additionally, certain executive officers are
provided with automobile allowances and club memberships which are used for both
business and personal purposes.
Executive officers of the Company are eligible to participate in the
Company's 1994 Plan. The Compensation Committee approves periodic grants of
options to executive officers under the 1994 Plan as part of the performance
review process.
The 1996 compensation of the Company's President, Mr. Musacchio, was
maintained at the level specified in his employment agreement. No bonus or stock
options were awarded to Mr. Musacchio in 1996.
This report was approved by the Compensation Committee.
Roy Zanatta Michael Smith
<PAGE>
Performance Graph
The graph on the next page compares the value of the Common Stock to
the NASDAQ market index and an industry index representing peer issuers. Each of
the total cumulative total returns presented assumes a $100.00 investment on
February 9, 1995, the date of the Company's initial public offering and
reinvestment of dividends. The industry index of peer issuers is comprised of
the following securities: EA Engineering Science & Technology; EMCON;
Groundwater Technology, Inc.; GZA Geoenvironmental Technologies, Inc.; Handex
Corp.; International Technology Corp.; OHM Corp.; Omega Environmental, Inc.;
Sevenson Environmental; and Roy F. Weston.
<TABLE>
<CAPTION>
ICHOR NASDAQ
CORPORATION PEER GROUP MARKET INDEX
<S> <C> <C> <C>
2/09/1995 100.00 100.00 100.00
4/28/1995 55.56 102.76 111.12
7/31/1995 31.94 109.63 125.33
10/31/1995 19.44 96.89 127.51
1/31/1995 27.78 85.80 128.12
4/30/1996 30.56 89.57 143.67
7/31/1996 20.83 73.74 131.27
9/30/1996 14.58 80.13 147.71
12/31/1996 37.50 78.86 154.56
</TABLE>
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act") requires that the Company's officers and directors, and
persons who own more than 10% of a registered class of the Company's equity
securities, file reports of ownership and changes of ownership with the
Securities and Exchange Commission (the "SEC"). Officers, directors and greater
than 10% shareholders are required by SEC regulation to furnish the Company with
copies of all such reports they file.
Based solely on the review of the copies of such reports received by
the Company, the Company believes that, with respect to its fiscal year ended
December 31, 1996, all of its executive officers, directors and 10% shareholders
filed all required reports under Section 16(a) in a timely manner.
<PAGE>
INDEPENDENT ACCOUNTANTS AND AUDITORS
Peterson Sullivan P.L.L.C., Certified Public Accountants, has been
selected by the Board of Directors to examine the consolidated financial
statements of the Company and its subsidiaries for the fiscal year ending
December 31, 1997. Peterson Sullivan P.L.L.C. examined the consolidated
financial statements of the Company and its subsidiaries for the eleven months
ended December 31, 1996. Representatives of Peterson Sullivan P.L.L.C.
are not expected to be present at the Annual Meeting.
FUTURE STOCKHOLDER PROPOSALS
Any proposal which a Stockholder intends to present at the next Annual
Meeting of Stockholders must be received by the Company on or before December
31, 1997.
OTHER MATTERS
The Board of Directors knows of no matter other than those mentioned in
the Proxy Statement to be brought before the meeting. If other matters properly
come before the meeting, it is the intention of the Proxy holders to vote the
Proxies in accordance with their judgment. If there are insufficient votes to
approve any of the proposals contained herein, the Board of Directors may
adjourn the meeting to a later date and solicit additional Proxies. If a vote is
required to approve such adjournment, the Proxies will be voted in favor of such
adjournment.
A copy of the Company's annual report to the Securities and Exchange
Commission will be provided to Stockholders without charge upon written request
directed to the Company.
By order of the Board of Directors.
DATE: May ___, 1997.
