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:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| 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):
[X] No filing fee
|_| 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>
ICHOR Corporation
6 Rue Charles-Bonnet
1206 Geneva
Switzerland
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
ICHOR Corporation:
Notice is hereby given that the Annual Meeting of Shareholders of ICHOR
Corporation (the "Company") will be held at 53 route de Malagnou, 1208 Geneva,
Switzerland at 10:00 a.m., Central Europe Time, July 12, 2000, for the following
purposes:
1. To elect one (1) director of the Company to hold office until the 2003
Annual Meeting of Shareholders.
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 May 22, 2000, as
the record date for the determination of Shareholders entitled to notice of and
to vote at the Annual Meeting.
By Order of the Board of Directors,
Jin-Soo Choi
President
June _, 2000
SHAREHOLDERS 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 Shareholders to be held at 53 route de Malagnou, 1208 Geneva,
Switzerland on July 12, 2000, 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 of the Company, par value $.01
per share ("Common Shares"), represented by your Proxy will be voted in the
manner directed. In the absence of voting instructions, the Common Shares will
be voted for the nominee 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 Proxy
bearing a date later than the date of the Proxy with the Secretary of the
Company, Mr. Michael Smith, 6 Rue Charles-Bonnet 1206 Geneva, Switzerland, or by
attendance at the meeting and voting your Common 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 Shareholders commencing on or about June _, 2000.
The holders of a majority of the Common Shares outstanding and entitled to
vote at the Annual Meeting must be present in person or represented by Proxy in
order for a quorum to be present. 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 Common 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 May 22, 2000, has been fixed as the record date
(the "Record Date") for the determination of Shareholders entitled to notice of
and to vote at the Annual Meeting.
On the Record Date, there were 4,918,770 Common Shares of the Company
issued and outstanding. Each Common Share is entitled to one vote on each of the
matters properly presented at the Annual Meeting. Cumulative voting in the
election of directors is not permitted. Assuming a quorum is present, 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 Common Shares as of April 28, 2000, by: (i) all
persons known by the Company to own more than five percent of the outstanding
Common Shares; (ii) each of the Company's executive officers and directors that
beneficially owns any Common Shares; and (iii) all executive officers and
directors as a group. The following is based solely on statements filed with the
Securities and Exchange Commission or other information the Company believes to
be reliable.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership (1) Percent of Class
- --------------------- ------------------------ ----------------
<S> <C> <C>
MFC Bancorp Ltd. 5,032,970 (2) 56.0%
6 Rue Charles-Bonnet
1206 Geneva, Switzerland
Michael J. Smith 0
6 Rue Charles-Bonnet
1206 Geneva, Switzerland
Jin Soo Choi 0
Young-Soo Ko 0
Jae-Sun Lee 0
Parkland Ventures Limited 1,620,000 32.9%
All executive officers and directors 0
as a group (4 persons)
</TABLE>
- -----------------
(1) To the extent set forth in the footnotes below, includes Common Shares
issuable in exchange for the Company's 5% Cumulative Redeemable
Convertible Preferred Shares, Series 1 ("Preferred Shares"). The
conversion price is 90% of the 20-day average closing trading price of
the Common Shares on the stock exchange or quotation system through
which the largest number of Common Shares traded during the period
immediately preceding the date that notice of conversion is delivered
to the Company. For the purposes of this table, the conversion price
and amount of Common Shares underlying the Preferred Shares has been
calculated as of April 19, 2000, based on a conversion price of $1.23
per Common Share.
(2) Represents 970,320 outstanding Common Shares and the 4,062,6508 Common
Shares into which the 499,706 Preferred Shares beneficially owned by
MFC Bancorp Ltd. ("MFC") were convertible at April 19, 2000. MFC
shares voting and dispositive power over these Common Shares with MFC
Merchant Bank SA and over these Preferred Shares with Sutton Park
International Ltd. ("Sutton Park"), Constable Investments Ltd.
("Constable") and Drummond Financial Corporation. MFC Merchant Bank,
Sutton Park and Constable are wholly-owned operating companies of MFC.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The number of directors of the Company is established at three. The votes
of a plurality of the Common 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, one (1) director will serve until the Annual Meeting in
2001, one (1) director will serve until the Annual Meeting in 2002 and one (1)
director is to be elected at this Annual Meeting to serve until the Annual
Meeting in 2003.
The nominee, Mr. Jae-Sun Lee, presently serves as a director and has
indicated that he is willing and able to serve as a director following the
Annual Meeting. If either nominee 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 and Officers
The following table sets forth information regarding each nominee for
election as a Director, each Director whose term of office will continue after
the Annual Meeting and the officers of the Company.
<TABLE>
<CAPTION>
Expiration of
Name Current Position with the Company Age Term as a Director
- ------------------- ----------------------------------- --- ------------------
<S> <C> <C> <C>
Jin Soo Choi President, Treasurer and Director 74 2001
Young-Soo Ko Director 42 2002
Jae-Sun Lee Director 72 2000
Michael J. Smith Secretary 52
</TABLE>
Jin Soo Choi became President and a director of the Company in December,
1999. Since 1990 he has been the Korea Liason Officer for Cosmo Sangyo Co., Ltd.
Young-Soo Ko became a director of the Company in February 1998. Since 1991,
he has been the Managing Director of Sung Sim Services Ltd., and from 1984 until
1991 he was the Manager of Kolon Trading Co., Ltd. of Seoul, Korea, and Hong
Kong. Mr. Ko earned a B.A. Degree in International Commerce in 1984 from Dankook
University in Seoul.
Jae-Sun Lee became a director of the Company in February 1998. Since 1990,
he has been the Chairman of EE-Chin Industrial Co. Ltd., Seoul, Korea. He earned
a Masters Degree in Economics in 1962 from Sung Kyun-Kwan Graduate School in
Korea and he graduated in 1960 from the National Defense College in Korea.
Michael J. Smith was President of the Company until December 1999 and
served as a director from 1996 until February 2000. He is currently Secretary of
the Company. Mr. Smith was Chief Financial Officer of Mercer International Inc.
from May 1988 until 1996. He is President, Chief Executive Officer and a
director of MFC Bancorp Ltd. Mr. Smith is Chief Executive Officer, Chief
Financial Officer and a director of Drummond Financial Corporation. Mr. Smith is
also a director, President and Chief Executive Officer of Euro Trade &
Forfaiting, Inc.
During the fiscal year ended December 31, 1999 the Board of Directors acted
on ten occasions by unanimous written consent.
<PAGE>
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. Lee and Mr. Ko. In 1999, the Audit Committee did not
meet. The Audit Committee did meet in March 2000 to discuss the 1999 financial
statements.
The Company does not have a Compensation or a Nominating Committee.
EXECUTIVE COMPENSATION
The following table sets forth for the last three fiscal years information
on the annual compensation for the Company's chief executive officer ( the
"CEO") and the Company's only executive officer other than the CEO that received
aggregate annual remuneration from the Company in excess of $100,000 during the
fiscal year ended December 31, 1999 (collectively, with the CEO, the "Named
Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
---------------------------------------------------------- ------------
Securities
Other Underlying
Name and Principal Annual Options/ All Other
Position Year Salary($) Bonus($) Compensation($) SARs(#) Compensation($)
-------- ---- --------- -------- --------------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Jin Soo Choi, President 1999 0 0 0 0 0
(1)
Michael J. Smith, 1999 0 0 0 0 0
President and Secretary 1998 0 0 0 0 0
(2) 1997 0 0 0 0 0
</TABLE>
- -----------------------
(1) Mr. Choi became President in December, 1999.
(2) Resigned as President effective December, 1999.
Stock Options
No stock options were granted to Named Executive Officers during 1999. None
of the Named Executive Officers holds any outstanding options.
Compensation of Directors
Employee directors are not compensated in their role as directors. The
outside directors of the Company receive $500 for each meeting they attend plus
reimbursement for their actual expenses incurred in attending such meetings. In
addition, the Company has established the 1994 Plan which provides for grants of
options to employee and non-employee directors.
<PAGE>
Pursuant to the 1994 Plan, each non-employee director ordinarily is
automatically granted an option to purchase 10,000 shares upon becoming a
director. Each director who has served for at least 12 months ordinarily 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
Shares 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, 1999, no options were granted to non-employee directors.
The following Report of the Compensation Committee on Executive
Compensation and the Performance Graph included in this Proxy Statement shall
not be deemed to be incorporated by reference by any general statement
incorporating for reference this Proxy Statement into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under the Acts.
Report of the Compensation Committee on Executive Compensation
The Company's business is presently in transition. During 1999, neither Mr.
Smith nor Mr. Choi received any salary or bonus.
The Board of Directors
/s/ Jin Soo Choi /s/Young-Soo Ko /s/Jae-Sun Lee
<PAGE>
Performance Graph
The information set forth in the table below and graphically on the
following page compares the value of the Common Shares 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; GZA Geoenvironmental
Technologies, Inc.; IT Group, Inc. (formerly International Technology Corp.);
Sevenson Environmental; and Roy F. Weston Inc. (Class A).
<TABLE>
<CAPTION>
Fiscal Year Ended December 31
---------------------------------------------------------------------------------------
Company or Index 1995 1996 1997 1998 1999
- ---------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ICHOR Corporation 13.89 37.50 33.33 66.67 77.78
Customer Selected Stock 94.01 100.19 104.08 116.52 95.21
NASDAQ Market Index 128.69 159.91 195.61 275.89 486.60
</TABLE>
Certain Relationships and Related Party Transactions
Drummond established a $750,000 credit facility for the Company pursuant to
a loan agreement effective January 15, 1997, as amended effective June 30, 1997.
The demand loan is secured by all of the personal property of the Company and
accrues interest at 10% per annum. After June 30, 1997, Drummond increased the
credit facility on the same terms to $780,000. That amount was the principal
balance outstanding at December 31, 1998. During 1999, the Company issued 97,206
shares of Preferred Stock in repayment of the credit facility plus accrued
interest. Mr. Smith is President, Chief Executive Officer, Chief Financial
Officer and a director of Drummond.
During 1999, the Company advanced $451,000 to Nazca Holdings Ltd., in which
the Company owns 87% of the outstanding shares. The Company is in a dispute with
two former shareholders as to their ownership interest. The maturity date and
interest rate on the amounts advanced are also under dispute.
During 1999, the Company had an intercompany receivable from Sutton Park in
the amount of $540,000. This receivable was repaid in full in November 1999.
Section 16(a) Beneficial Ownership Reporting 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, 1999, 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, 2000.
Peterson Sullivan P.L.L.C. examined the consolidated financial statements of the
Company and its subsidiaries for the year ended December 31, 1999.
Representatives of Peterson Sullivan P.L.L.C. are not expected to be present at
the Annual Meeting.
FUTURE SHAREHOLDER PROPOSALS
Any proposal that a Shareholder intends to present at the next Annual
Meeting of Shareholders must be received by the Company on or before February 3,
2001.
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 on Form 10-K to the Securities and
Exchange Commission will be provided to Shareholders without charge upon written
request directed to Shareholders Information, ICHOR Corporation, 6 Rue
Charles-Bonnet 1206 Geneva, Switzerland.
BY ORDER OF THE BOARD OF DIRECTORS.
DATE: June _, 2000.
<PAGE>
PROXY
ICHOR CORPORATION
6 Rue Charles-Bonnet
1206 Geneva
Switzerland
This Proxy is solicited on behalf of the Board of Directors of ICHOR
Corporation.
The undersigned hereby appoints Michael J. Smith as proxy, with the power
of substitution to represent and to vote as designated below, all the shares of
common stock of ICHOR Corporation held of record by the undersigned on May 22,
2000, at the Annual Meeting of Shareholders to be held on July 12, 2000, or any
adjournment thereof.
1. ELECTION OF DIRECTORS
FOR the nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for the nominees
to the contrary below) |_| listed below |_|
(Instruction: To withhold authority to vote for a nominee, strike a
line through the nominee's name in the list below.)
Jae-Sun Lee
2. In their discretion, the Proxy holders 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 shareholder. 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 _________________, 2000
_________________________________________
Signature
_________________________________________
Print Name
_________________________________________
Signature, if jointly held
_________________________________________
Print Name
_________________________________________
Number of shares held
Please mark, sign, date and return this Proxy promptly using the enclosed
envelope.
