<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
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 materials
[ ] Soliciting Material Under Rule 14a-12
MILE MARKER INTERNATIONAL, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 of other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(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.
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MILE MARKER INTERNATIONAL, INC.
1450 SW 13th Court
Pompano Beach, FL 33069
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 8, 2000
To the Shareholders of Mile Marker International, Inc.:
Notice is hereby given that an Annual Meeting of Shareholders of Mile
Marker International, Inc. (the "Company") will be held on November 8, 2000, at
10:00 A.M. at 1450 SW 13th Court, Pompano Beach, Florida 33069, for the
following purposes:
(1) To elect three (3) directors to serve until the next Annual
Meeting of Shareholders and until their successors are duly
elected and qualify.
(2) To ratify the appointment of Spear, Safer, Harmon & Co., as
the Company's public accountants for the fiscal year which
began January 1, 2000.
(3) To approve the reincorporation of Mile Marker International,
Inc., a New York corporation, as a Florida corporation.
(4) To transact any other such business as may properly come
before the meeting or any adjournment thereof.
Each shareholder of record at the close of business on September 22,
2000, is entitled to cast, in person or by proxy, one vote for each share of
Common Stock held by such shareholder on such date.
By Order of the Board of Directors
Leslie Aho, Secretary
Dated: October 10, 2000
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YOUR PROXY IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE FILL IN DATE,
SIGN AND MAIL IT TODAY IN THE ACCOMPANYING SELF-ADDRESSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
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MILE MARKER INTERNATIONAL, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 8, 2000
TABLE OF CONTENTS
THE PROXY................................................................... 1
INCORPORATION BY REFERENCE.................................................. 2
ELECTION OF DIRECTORS....................................................... 4
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................................ 6
EXECUTIVE COMPENSATION...................................................... 6
SUMMARY COMPENSATION TABLE.................................................. 7
APPOINTMENT OF INDEPENDENT AUDITORS......................................... 8
REINCORPORATION FROM NEW YORK TO FLORIDA.................................... 9
OTHER MATTERS COMING BEFORE THE MEETING..................................... 15
MISCELLANEOUS............................................................... 15
<PAGE> 4
MILE MARKER INTERNATIONAL, INC.
1450 SW 13TH COURT
POMPANO BEACH, FLORIDA 33069
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PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 8, 2000
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This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Mile Marker International, Inc. (the "Company"), a
New York corporation, of the accompanying proxy for use at the 2000 Annual
Meeting of Shareholders (the "Meeting") to be held on November 8, 2000, or at
any adjournment or adjournments thereof. Only shareholders of record at the
close of business on September 22, 2000 (the "Record Date"), are entitled to
vote at the Meeting. Proxy material is being mailed on or about October 10,
2000, to the Company's shareholders of record on the Record Date. All references
to the Company herein include its subsidiaries.
THE PROXY
Shares of Common Stock represented by a duly executed proxy received by
the Company will be voted in accordance with the instructions contained therein
and, in the absence of specific instructions, will be voted FOR the election as
directors of the persons nominated by the Board of Directors, FOR the
reappointment of the Company's existing auditors, FOR the approval of the
reincorporation of Mile Marker International, Inc., which is presently a New
York corporation, as a Florida corporation, and, in accordance with the judgment
of the persons voting the proxy, on any other matter that may properly come
before the Annual Meeting. The execution of a proxy will not affect a
shareholder's right to attend the Annual Meeting and to vote in person. A
shareholder may revoke a proxy at any time before it is voted at the Annual
Meeting by written notice delivered to the Secretary of the Company.
This Proxy Statement and the accompanying proxy are being mailed on or
about October 10, 2000, to shareholders entitled to vote at the Annual Meeting.
The cost of solicitation of proxies will be borne by the Company. In addition to
the use of the mails, proxy solicitations may be made by telephone and personal
contact by officers, directors and employees of the Company. The Company will,
upon request, reimburse brokerage houses and persons holding shares in their
names or in the names of nominees for their reasonable expenses incurred in
sending soliciting material to their principals.
Shareholders who execute proxies retain the right to revoke them by
notifying the Company at any time before they are voted. Such revocation may be
effected by execution of a subsequently dated proxy, or by a written notice of
revocation, sent to the attention of the Secretary at the address of the
Company's principal office set forth above in the introductory paragraph to this
Proxy Statement or delivered to her at the Meeting. Unless so revoked, the
shares represented by proxies, if received in time, will be voted in accordance
with the directions given therein. If no direction is given, a properly executed
proxy will be voted in favor of the election of directors, to ratify the
selection of the Company's auditors, and to reincorporate from New York to
Florida.
A plurality of the votes cast at the Meeting shall be necessary to
elect a director. The affirmative vote of a majority of the votes cast at the
meeting shall be necessary to approve
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the proposal numbered 2 in the Notice of Annual Meeting, i.e., the selection of
independent public accountants. A vote of two-thirds of the outstanding shares
of the Common Stock shall be necessary to approve the proposal numbered 3 in the
Notice of Annual Meeting, i.e., the reincorporation from New York to Florida.
At the meeting ballots will be distributed with respect to each
proposal to be voted upon to the management proxy holders and each shareholder
(or the shareholder's proxy if not the management proxy holders) who is present
and did not deliver a proxy to the management proxy holders or another person.
The ballots shall then be tallied, one vote for each share owned of record, the
votes being in three categories: FOR, AGAINST or ABSTAIN, except in the case of
the proposal to elect directors, the three categories will be, with respect to
each director to be elected, FOR the management nominee, WITHHOLD AUTHORITY from
voting FOR the management nominee or FOR another person to be elected as a
director. Any shareholder who submits a proxy, even though the shareholder
abstains as to one or more proposals, or who is present in person, shall be
counted for the purpose of determining if a quorum is present, a quorum being a
majority of the outstanding shares of the Common Stock. Because each of the
directors will be elected by a plurality of the votes cast at the meeting, an
abstention, whether by the shareholder of record or by a broker non-vote where
the broker or its nominee is the record holder for the shareholder, reduces the
number of votes cast for a particular nominee. Assuming that the voting for
director is limited to the nominees, an abstention, including a broker non-vote,
has no effect on the determination of who is elected. If there are one or more
nominees opposing the nominees, the candidates receiving the highest votes FOR
will be elected, regardless of how many shares ABSTAIN. Because the proposal
numbered 3 requires the approval of two-thirds of the outstanding shares of
Common Stock as of the Record Date, an abstention, whether by a shareholder of
record or by a broker non-vote where the broker or its nominee is the record
holder for the shareholder, reduces the number of votes cast for a particular
proposal and makes it more difficult for management to achieve the two-thirds
affirmative vote to approve the proposed reincorporation from New York to
Florida.
Each shareholder of record is entitled to cast, in person or by proxy,
one vote for each share of Common Stock, $.001 par value (the "Common Stock"),
held by such shareholder at the close of business on the Record Date. As of the
Record Date, the company had issued and there are outstanding 10,634,357 shares
of common stock.
INCORPORATION BY REFERENCE
The Securities Exchange Commission allows us to "incorporate by
reference" certain documents, which means that we can disclose important
information to you by referring you to those documents. The information in the
documents incorporated by reference is considered to be part of this proxy
statement, except to the extent that this proxy statement updates or supersedes
the information. We incorporate by reference the documents listed below which we
have previously filed with the Securities Exchange Commission (Commission file
No. 0-26150):
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Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999; and
Our Quarterly Reports on Form 10-QSB for the quarters ended March 31,
2000, and June 30, 2000.
We also incorporate by reference the information contained in all other
documents we file with the Securities Exchange Commission under Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this proxy statement and before the date of the Annual Meeting. The information
will be considered part of this Proxy Statement from the date the document is
filed and will supplement or amend the information contained in this Proxy
Statement.
We will provide you, at no charge, a copy of the documents we
incorporate by reference in this Proxy Statement upon your request. TO OBTAIN
TIMELY DELIVERY, REQUESTS FOR COPIES SHOULD BE MADE NO LATER THAN OCTOBER 31,
2000 (FIVE BUSINESS DAYS BEFORE THE DATE THE ANNUAL MEETING). To request a copy
of any or all of these documents, you should write or telephone us at:
Mile Marker International, Inc.
1450 SW 13th Court
Pompano Beach, Florida 33069
Telephone: (954) 782-0604
These documents are also included in our Securities and Exchange
Commission filings that are made electronically through the Securities and
Exchange Commission's EDGAR system and are available to the public at the
Securities and Exchange Commission's website at http://www.sec.gov.
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ELECTION OF DIRECTORS
(ITEM NO. 1 ON PROXY CARD)
Three directors will be elected at the Meeting. The enclosed proxy,
unless otherwise specified, will be voted to elect as directors the three
nominees named below. Each director elected at the Meeting will serve until the
next Annual Meeting of Shareholders and until his or her respective successor is
duly elected and qualifies. Each nominee is a member of the current Board of
Directors. All nominees have consented to serve as directors. If a nominee
should not be available for election as contemplated, the management proxy
holders will vote for a substitute designated by the current Board of Directors.
The following table sets forth certain information, as of the Record
Date, concerning the nominees for election as directors of the Company. For
information as to the shares of the Common Stock held by each nominee, see the
section "Security Ownership of Certain Beneficial Holders and Management"
elsewhere in this Proxy Statement.
Age Other
As of Director Position(s)
Nominee 12/31/99 Since With Company
------- -------- -------- ------------
Richard E. Aho 55 1993 Chairman of the Board, President,
and Chief Executive Officer
Leslie Aho 43 1993 Vice President, Treasurer and
Secretary
George Shelley 69 1999
EXECUTIVE OFFICERS
As of the Record Date, the executive officers of the Company were as
follows:
Age Year Became
As of Officership(s) Executive
Name 12/31/99 With Company Officer
---- -------- -------------- -----------
Richard E. Aho 55 Chairman of the Board, President, 1993
and Chief Executive Officer
Leslie Aho 43 Vice President, Treasurer, and 1993
Secretary
Each executive officer is elected to serve at the discretion of the
Board of Directors.
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BUSINESS HISTORY
The principal occupation of each executive officer and director of the
Company is set forth below. All of the executive officers and directors are
elected annually, or until their successors have been duly elected.
Richard E. Aho formed Mile Marker, Inc., which is now a wholly-owned
subsidiary of the Company, in 1984 to produce and market a series of new
products to automotive markets. In 1980 Mr. Aho founded 4 x 2 Savings, Inc., a
predecessor of Mile Marker, to sell a cost-saving product which was designed for
the 4-wheel drive segment of the automotive industry. From 1972 to 1980 he was
the owner and operator of The Tire Place, Inc., Rainier, Oregon, an active
retailer of specialty tires and accessories. He became Chairman and Chief
Executive Officer of the Company on December 28, 1993.
Leslie Aho has been the head of operations of Mile Marker since
inception and became Vice President, Secretary, and a Director of the Company on
December 28, 1993. She is the executive responsible for the Company's human
resources management, production planning, and manufacturing.
George Shelley was elected to the Board of Directors in 1999. Mr.
Shelley currently serves as President of Autoart Investments, Inc. He retired in
1988 as Vice President of Alco Standard, Inc., which had purchased Shelley
Manufacturing Company in 1971.
BOARD MEETINGS
During calendar year 1999, one meeting of the Company's Board of
Directors was held. All current elected members of the Board attended the
meeting.
BOARD COMMITTEES
There are no committees of the Board of Directors of the Company.
FAMILY RELATIONSHIPS
Richard and Leslie Aho are husband and wife.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely on a review of Forms 4 and 5 furnished to the Company and
filed with the Securities and Exchange Commission under Rule 16a-3(e)
promulgated under the Securities Exchange Act of 1934 with respect to 1996 and
1997, the Company believes that Richard Aho, Leslie Aho, and George Shelley did
not file Form 5 for the Company's 1999 fiscal year on a timely basis. Except as
identified herein and based solely on a review of its files concerning Rule
16a-3(e), the Company is not aware that any other person was required to, but
did not, comply with Section 16(a) in 1996.
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SECURITIES OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of the Record Date, with
respect to (i) any person or "group" known to the Company to be the beneficial
owner of more than 5% of the Common Stock; (ii) each director of the Company;;
and (iii) all directors and executive officers as a group. Each beneficial owner
has advised the Company that he, she or it has sole voting and investment power
as to the shares of the Common Stock.
Name and Number of Percent of
Title Address of Shares of Common
of Beneficial Common Stock Stock
Class Owner Beneficially Owned Ownership
----- ---------- ------------------- ----------
Common Richard E. Aho (1)(2)(3) 2,525,000 23.74%
Stock 1450 SW 13th Court
Pompano Beach, FL 33069
Common Leslie Aho (1)(2)(3) 2,525,000 23.74%
Stock 1450 SW 13th Court
Pompano Beach, FL 33069
Common George Shelley (4) 566,000 5.32%
Stock 1412 S.W. 12th Court
Pompano Beach, FL 33069
Common David Allsop 535,000 5.03%
Stock Four Falls Corporate Center
West Conshohocken, PA 19428
All Executive Officers and
Directors as a group (3 persons) 5,616,000 52.81%
------------------------------
(1) Officer and director.
(2) Richard and Leslie Aho are husband and wife.
(3) All shares owned by Richard and Leslie Aho were pledged to the
Company's lender as collateral for the Company's March 31, 1999, credit
facility.
(4) Director
EXECUTIVE COMPENSATION
The following tables and notes present for the three years ended
December 31, 1999, compensation paid by the Company to Richard Aho, its
President and Chief Executive Officer, who is the only executive officer whose
total salary and bonus exceeded $100,000 in any of the three years ended
December 31, 1999.
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SUMMARY COMPENSATION TABLE
Annual
Name and Fiscal Compensation
Principal Position Year Salary
------------------- ------ ------------
Richard E. Aho, Chairman, 1999 $ 143,000
President, and Chief Executive 1998 $ 74,250
Officer 1997 $ 99,000
Mr. Aho has received no compensation from the Company other than his
salary in each of these years noted above. No director receives any additional
compensation for his or her services as a director. The Company has no option,
profit sharing or pension plan currently in effect, nor any termination of
employment or change in control arrangement with any employee.
The Company does not have a compensation committee. Compensation is
determined by the Board of Directors acting as a whole on the basis of the value
of an employee or a contracted service to the Company, compensation by other
companies of like size for comparable services and other factors specific to
each determination of compensation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE FOREGOING
DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS AND UNTIL THEIR
SUCCESSORS ARE DULY ELECTED AND QUALIFY.
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APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM NO. 2 ON PROXY CARD)
On September 3, 1996, the Board of Directors selected Spear, Safer,
Harmon & Co., as Company's independent public accountants for the fiscal year
commenced January 1, 1996, and for the fiscal year commencing January 1, 1997.
Such firm has acted as the Company's independent public accountants since
September 6, 1996, and has advised the Company that no member of such firm or
any member thereof has any financial interest in the Company.
Although neither federal nor state law requires the approval of the
auditors by shareholders, the Board believes that, in view of the importance of
financial statements to the shareholders, the selection of independent public
accountants should be passed on by shareholders. Accordingly approval of the
following resolution will be requested at the Meeting:
"RESOLVED, That the Board of Directors' appointment of Spear, Safer,
Harmon & Co., to serve as the Company's independent public accountants for the
fiscal year beginning January 1, 2000, be, and the same hereby is, ratified and
approved."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOREGOING RESOLUTION BECAUSE OF
THE FAMILIARITY OF SPEAR, SAFER, HARMON & CO., WITH THE COMPANY'S FINANCIAL AND
OTHER AFFAIRS. IN THE EVENT THAT THE SHAREHOLDERS DISAPPROVE OF THE SELECTION,
THE BOARD OF DIRECTORS WILL CONSIDER THE SELECTION OF ANOTHER AUDITOR.
No member of Spear, Safer, Harmon & Co., will be present at the
Meeting.
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REINCORPORATION OF MILE MARKER INTERNATIONAL
AS A FLORIDA CORPORATION
(ITEM NO. 3 ON PROXY CARD)
At the Annual Meeting, shareholders will be asked to vote upon the
reincorporation of Mile Marker International, Inc., which presently is a New
York corporation, into a Florida corporation. Effective November 8, 2000, the
Board of Directors approved a Agreement and Plan of Merger by which Mile Marker
International, Inc., a New York corporation, will be merged into a wholly-owned
subsidiary organized under Florida law, with the subsidiary becoming the
surviving corporation. Shareholders are being requested to consider and approve
the Agreement and Plan of Merger.
REQUIRED VOTE
Under New York law, the affirmative vote of the holders of at least
two-thirds of the outstanding voting stock of the Company is required for
approval of the Merger and the other terms of the Merger Agreement. The Merger
Agreement has been approved by the Board of Directors. If approved by the
shareholders, the reincorporation will become effective upon the filing of the
Merger Agreement and related documentation with the Secretaries of State of both
Florida and New York.
THE BOARD RECOMMENDS A VOTE FOR THE PROPOSAL TO REINCORPORATE FROM NEW YORK TO
FLORIDA IN ACCORDANCE WITH THE AGREEMENT AND PLAN OF MERGER.
REASON FOR PROPOSED REINCORPORATION IN FLORIDA
The Board of Directors of the Company believes that the change of
domicile from New York to Florida is in the best interests of the Company and
its shareholders. The primary reason for changing the state of incorporation is
to achieve cost savings. Domicile in New York subjects the Company to higher
administrative and tax liabilities than it would incur if incorporated under
Florida law.
In addition to the proposed cost savings, reincorporation from New York
to Florida is consistent with maintaining a positive corporate presence in
Florida. The Company transacts its business in the state of Florida and no
longer has commerce in New York. The Florida Business Corporation Act, the
Florida statute which will govern the business of the Company, should
sufficiently meet the business needs of the Surviving Corporation.
NO CHANGE IN NAME, BUSINESS , PHYSICAL LOCATION, OR SHARES
The proposed Merger will effect a change in the legal domicile of the
Company and other changes of a legal nature. The Merger, however, will not
result in any change in the name, business, management, location of our
principal executive offices, assets, liabilities or net worth (other than as a
result of the costs incident to the Merger, which are immaterial). Management,
including all directors and officers, will remain the same after the Merger and
will assume identical positions with the surviving corporation. Each share of
Common Stock of the Company will be converted into a share of Common Stock of
the surviving corporation.
AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger provides that the Company shall be
merged into
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surviving corporation. The surviving corporation will assume all assets and
liabilities of the Company, including obligations under all outstanding
indebtedness and contracts. The existing Board of Directors and Officers will
become the Board of Directors and Officers of the surviving corporation for
identical terms of office.
From and after the effective date (i) the surviving corporation shall
continue its corporate existence as a Florida corporation and the separate
existence of the merged corporation shall cease except as it may be continued by
statute; (ii) title to all property owned by either of the merging corporations
shall be vested in the surviving corporation without reversion or impairment;
(iii) the surviving corporation shall have all liabilities of both parties to
the Merger; and (iv) a proceeding pending by or against either of the merging
corporation may be continued as if the Merger did not occur, or the surviving
corporation may be substituted in the proceeding for the merged corporation.
From and after the effective date (i) the Articles of Incorporation and
By-Laws of the surviving corporation in effect immediately prior to the
effective date shall continue to be its Articles of Incorporation and By-Laws
until amended or repealed in a manner provided by law; (ii) each of the officers
and directors of the Company in office immediately prior to the effective date
shall become the officers and directors of the surviving corporation until their
respective successors are duly elected or appointed; (iii) each share of Common
Stock of the Company shall be converted into one share of Common Stock of the
surviving corporation; (iv) each warrant, option, right or convertible security
which entitles the holder to purchase or convert into a share of Common Stock of
the Company shall be converted into a warrant, option, right or convertible
security to purchase or convert into one share of Common Stock of the surviving
corporation; and (v) the outstanding certificates for shares of the merged
corporation's Common Stock will, until replaced by the surviving corporation,
represent the same number of shares of Common Stock of the surviving
corporation.
PLEASE NOTE: SHAREHOLDERS NEED NOT EXCHANGE THEIR EXISTING STOCK CERTIFICATES
FOR STOCK CERTIFICATES OF THE SURVIVING CORPORATION.
COMPARISON OF THE RIGHTS OF HOLDERS OF THE MERGED CORPORATION'S COMMON STOCK AND
THE SURVIVING CORPORATION'S COMMON STOCK
The Company is incorporated in the State of New York and the surviving
corporation is incorporated in the State of Florida. The Company's shareholders,
whose rights are currently governed by New York Business Corporation Law and its
charter and bylaws, will, upon consummation of the Agreement and Plan of Merger,
become shareholders of the surviving corporation and their rights will be
governed by the Florida Business Corporation Act and the charter and bylaws of
the surviving corporation.
Although it is not practical to compare all of the differences between
New York law and Florida law, the following is a summary of the differences that
may significantly affect the rights of shareholders. This summary is not
intended to be relied upon as an exhaustive list of all differences or a
complete description of the differences, and is qualified in its entirety by
reference to the state laws and the forms of the charter and bylaw of both
corporations.
DIVIDENDS
Under New York law, dividends may be declared or paid and other
distributions may be made out of surplus only, so that the net assets of the
corporation remaining after such declaration, payment or distribution shall at
least equal the amount of its stated capital. A
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<PAGE> 14
Florida corporation may make distributions to shareholders (subject to any
restrictions contained in the corporation's charter) as long as, after giving
effect to the distribution, (a) the corporation will be able to pay its debts as
they become due in the usual course of business and (b) the corporation's total
assets will not be less than the sum of its total liabilities plus the amount
that would be needed, if the corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights of shareholders whose
preferential rights are superior to those receiving the distribution. Pursuant
to the Florida Business Corporation Act, a corporation's repurchase of its own
capital stock is deemed to be a distribution.
SPECIAL MEETINGS
Under New York law, special meetings may be called by the board or by
such person or persons as may be so authorized by the certificate of
incorporation or the by-laws. Under Florida law, special meetings of the
shareholders may be called by the board of directors, the holders of not less
than 10% of all votes entitled to be cast on any issue, or by such persons as
may be authorized by the charter or the bylaws.
QUORUM REQUIRED FOR SHAREHOLDER MEETINGS
Under New York law, unless otherwise provided in the certificate of
incorporation or bylaws, a majority of shares entitled to vote on a matter
constitutes a quorum at a meeting of shareholders. Florida law is similar to New
York law in this aspect, except that the quorum requirement may be provided in
the articles of incorporation but not its bylaws.
VOTES REQUIRED FOR CERTAIN TRANSACTIONS
New York corporations are required to obtain a two-thirds affirmative
vote of the outstanding stock to approve certain mergers, consolidations or
sales of all or substantially all of a corporation's assets that may occur
outside the ordinary course of business. Florida corporations generally must
acquire the affirmative vote of the holders of a majority of the issued and
outstanding shares entitled to vote for certain mergers, consolidations or the
sale, lease or exchange of all or substantially all of the assets of a
corporation.
MERGER WITH A SUBSIDIARY
New York corporations owning at least 90% of the outstanding shares of
each class of another corporation or corporations may merge such other
corporations into itself without the authorization of the shareholders of any
such corporation. Under Florida law, a parent corporation may merge its
subsidiary into itself without shareholder approval, where the parent
corporation owns at 80% of each class of capital stock of the subsidiary.
CONSIDERATION FOR SHARES
Under New York law, shares with par value may be issued for such
consideration, not less than the par value thereof, as is fixed from time to
time by the board. Under Florida law, the board of directors may authorize
shares to be issued for consideration that the board of directors determines to
be adequate.
WRITTEN CONSENT OF SHAREHOLDERS WITHOUT A MEETING
Unless the certificate of incorporation provides otherwise, whenever
shareholders of a New York corporation are required or permitted to take any
action by vote, such action
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may be taken without a meeting on written consent if signed by the holders of
all outstanding shares entitled to vote. Under Florida law, action permitted to
be taken at an annual or special meeting of shareholders may be taken without a
meeting, without prior notice, and without a vote if there is a written consent
describing the action taken and signed by not less than the minimum number of
votes with respect to each voting group that would be necessary to authorize
such action at a meeting.
REMOVAL OF DIRECTORS
Under New York law, any or all of the directors may be removed for
cause by vote of the shareholders. Under Florida law, one or more of the
directors may be removed, with or without cause, by the shareholders unless the
articles of incorporation provide that directors may be removed only for cause.
POSSIBLE DISADVANTAGES OF A CHANGE IN DOMICILE
Shareholders should be aware that the Florida Business Corporation Act
is not as well developed as the New York Business Corporation law. The
corporation laws of New York are regarded as an extensive and well-defined body
of corporate law in the United States. Both the legislature and the courts of
New York have demonstrated an ability and a willingness to act quickly and
effectively to meet changing business needs. The New York judiciary has acquired
considerable expertise in dealing with complex corporate issues and has
repeatedly shown its willingness to accelerate the resolution of complex
corporate legal issues within the limited time available to meet the needs of
parties engaged in corporate litigation. It is anticipated that the New York
corporate law will continue to be interpreted and construed in significant court
decisions, thereby lending predictability to corporate legal affairs.
Many of the provisions of the Florida Business Corporation Act have not
yet received as extensive scrutiny and interpretation as the New York Business
Corporation Law.
SECURITIES ACT CONSEQUENCES
Pursuant to Rule 145(a)(2) promulgated under the Securities Act of
1933, a merger which has the sole purpose of changing an issuer's domicile
within the United States does not involve a sale of securities for the purposes
of the Securities Act. Accordingly, no registration statement will be filed with
respect to the Merger with the Securities and Exchange Commission.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The Merger and resulting reincorporation of Mile Marker International,
Inc. from New York to Florida will constitute a tax-free reorganization within
the meaning of Sec. 368 (a)(1)(F) of the Internal Revenue Code of 1986, as
amended. Accordingly, for federal income tax purposes, no gain or loss will be
recognized by stockholders upon the conversion of the Company's common stock
into the surviving corporation's common stock. Each shareholder whose shares are
converted into the surviving corporation's common stock will have the same basis
in the Common Stock of the surviving corporation as such shareholder had in the
Common Stock of the Company held immediately prior to the effective date of the
Merger. The shareholder's holding period in the surviving corporation's Common
Stock will include the period during which the corresponding shares of Common
Stock were held in the Company as a capital asset on the effective date of the
Merger.
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<PAGE> 16
The Company will recognize no gain or loss as a result of the Merger
and reincorporation, and the surviving corporation generally will succeed,
without adjustment, to the tax attributes of Mile Marker International, Inc.
Because the surviving corporation's principal office is currently based in
Florida, the Company is already qualified to transact business in Florida and
the Company pays Florida corporate income tax. Changing the state of
incorporation will not affect the amount of corporate income and other taxes
payable, other than eliminating liability for the New York taxes.
PLEASE NOTE: No information is provided in this proxy statement
regarding the tax consequences, if any, under applicable state, local, or
foreign laws, and each shareholder is advised to consult his or her personal
attorney or tax advisor as to the federal, state, local, or foreign tax
consequences of the proposed reincorporation in view of the shareholder's
individual circumstances.
DISSENTING SHAREHOLDERS
All dissenting shareholders will have the rights and protections as
provided under New York law. As such, a shareholder shall, subject to and by
complying with New York law, have the right to receive payment of the fair value
of his shares if he dissents to the Plan of Merger.
A shareholder intending to enforce his right to receive payment for his
shares if the proposed corporate action is taken shall file with the Company,
before the meeting of shareholders at which the action is submitted to vote, or
at such meeting, but before the vote, written objection to the action. The
objection shall include a notice of his election to dissent, his name and
residence address, the number and class of shares as to which he dissents and a
demand for payment of the fair value of his shares if the action is taken. Such
objection is not required from any shareholder to whom the corporation did not
give notice of such meeting in accordance with this chapter or where the
proposed action is authorized by written consent of shareholders without a
meeting.
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<PAGE> 17
Within ten days after the shareholders' authorization date, which term
as used in this section means the date on which the shareholders' vote
authorizing such action was taken, or the date on which such consent without a
meeting was obtained from the requisite shareholders, the corporation shall give
written notice of such authorization or consent by registered mail to each
shareholder who filed written objection or from whom written objection was not
required, excepting any shareholder who voted for or consented in writing to the
proposed action and who thereby is deemed to have elected not to enforce his
right to receive payment for his shares.
Within twenty days after the giving of notice to him, any shareholder
from whom written objection was not required and who elects to dissent shall
file with the Company a written notice of such election, stating his name and
residence address, the number and classes of shares as to which he dissents and
a demand for payment of the fair value of his shares. Any shareholder who elects
to dissent from a merger under Sec. 905 or Sec. 907 of the New York Business
Corporation Law or from a share exchange under Sec. 913 shall file a written
notice of such election to dissent within twenty days after the giving to him of
a copy of the Plan of Merger or exchange or an outline of the material features
thereof under Sec. 905 or 913.
A shareholder may not dissent as to less than all of the shares, as to
which he has a right to dissent, held by him of record, that he owns
beneficially.
Upon consummation of the corporate action, the shareholder shall cease
to have any of the rights of a shareholder except the right to be paid the fair
value of his shares and any other rights under Sec. 623 of the New York Business
Corporation Law.
At the time of filing the notice of election to dissent or within one
month thereafter the shareholder of shares represented by certificates shall
submit the certificates representing his shares to the corporation, or to its
transfer agent, which shall forthwith note conspicuously thereon that a notice
of election has been filed and shall return certificates to the shareholder or
other person who submitted them on his behalf.
Within fifteen days after the expiration of the period within which
shareholders may file their notices of election to dissent, or within fifteen
days after the proposed corporate action is consummated, whichever is later, the
corporation or, in the case of a merger or consolidation, the surviving or new
corporation, shall make a written offer by registered mail to each shareholder
who has filed such notice of election to pay for his shares at a specified price
which the corporation considers to be their fair value. Such offer shall be made
at the same price per share to all dissenting shareholders of the same class. If
within thirty days after making of such offer, the corporation making the offer
and any shareholder agree upon the price to be paid for his shares, payment
thereof shall be made within sixty days after the making of such offer or the
consummation of the proposed corporate action, whichever is later, upon the
surrender of the certificates for any such shares represented by certificates.
If the corporation fails to make such offer within such period of
fifteen days, or if it makes the offer and any dissenting shareholder fail to
agree with it within the period of thirty days thereafter upon the price to be
paid for their shares, the corporation shall, within twenty days after the
expiration of whichever is applicable of the two periods last mentioned,
institute a special proceeding in the supreme court in the judicial district in
which the office of the corporation is located to determine the rights of
dissenting shareholders and to fix the fair value of their shares. If, in the
case of merger or consolidation, the surviving or new corporation is a foreign
corporation without an office in this state, such proceeding shall be
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<PAGE> 18
brought in the county where the office of the domestic corporation, whose shares
are to be valued, was located.
If the corporation fails to institute such proceeding within such
period of twenty days, any dissenting shareholder may institute such proceeding
for the same purpose not later than thirty days after the expiration of such
twenty day period. If such proceeding is not instituted within such thirty day
period, all dissenter's rights shall be lost unless the supreme court, for good
cause shown, shall otherwise direct.
EFFECTIVE DATE
The Merger will become effective a soon as practicable after
shareholder approval is obtained and all other conditions to the Merger are
satisfied. The Merger may be abandoned at any time prior to its effectiveness if
the Board of Directors determines, in its discretion, that consummation of the
Merger is no longer advisable.
OTHER MATTERS COMING BEFORE THE MEETING
As of the date of this Proxy Statement, the Board of Directors does not
know of any matters to be presented to the Meeting other than the first three
proposals set forth in the attached Notice of Annual Meeting. If any other
matters properly come before the Meeting, it is intended that the holders of the
management proxies will vote thereon in their discretion.
MISCELLANEOUS
The solicitation of proxies on the enclosed form of proxy is made by
and on behalf of the Board of Directors of the Company and the cost of this
solicitation is being paid by the Company. In addition to the use of the mails,
proxies may be solicited personally, or by telephone or telegraph, by officers
or directors of the Company or its subsidiaries.
Shareholder proposals for inclusion in the Company's Proxy Statement
for the Annual Meeting of Shareholders which is anticipated to be held on
November 8, 2000, must be received no later than a reasonable time before the
solicitation for such meeting is made.
By Order of the Board of Directors
----------------------------------
Leslie Aho, Secretary
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<PAGE> 19
MILE MARKER INTERNATIONAL, INC.
1450 SW 13TH COURT, POMPANO BEACH, FL 33069
***PROXY***
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard E. Aho, Leslie Aho, and George
Shelley as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all shares of
common stock of Mile Marker International, Inc., held of record by the
undersigned on October 2, 2000, at an Annual Meeting of Shareholders to be held
on November 8, 2000, or any adjournment thereof.
Item 1. FOR THE ELECTION OF THE FOLLOWING PERSONS AS DIRECTORS:
Richard E. Aho Leslie Aho George Shelley
[ ] FOR [ ] AGAINST [ ] ABSTAIN
To withhold authority for an individual nominee, check abstain
and write the nominee's name in this space
_______________________.
Item 2. RATIFICATION OF SPEAR, SAFER, HARMON & CO., AS THE COMPANY'S PUBLIC
ACCOUNTANTS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Item 3. PROPOSAL TO APPROVE THE REINCORPORATION OF MILE MARKER INTERNATIONAL,
INC., A NEW YORK CORPORATION, AS A FLORIDA CORPORATION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion of the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments of 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 each of the director nominees FOR Proposals 2 and 3.
Please sign exactly as your name appears on your certificate. When shares are
held by joint tenants, both should sign. When signing as attorney, as 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
office. If a partnership, please sign in partnership name by authorized person.
Dated: ___________________, 2000 Number of shares held: ________________
----------------------------------- ---------------------------------------
Please Type or Print Your Name(s) Signature
----------------------------------- ---------------------------------------
Please Type or Print Your Name(s) Signature
If you have had a change of Address, please print or type your new address(s) on
the lines below:
__________________________________________________ PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY
__________________________________________________
__________________________________________________
