<PAGE>
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
/ / 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 Section240.14a-11(c) or Section
240.14a-12
MAKO MARINE INTERNATIONAL, INC.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(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 transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
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:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
MAKO MARINE INTERNATIONAL, INC.
4355 N.W. 128TH STREET
MIAMI, FLORIDA 33054
October 10, 1996
To the Shareholders
of Mako Marine International, Inc.
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of Shareholders
of Mako Marine International, Inc. to be held on Thursday, November 14, 1996, at
the Company's executive offices, 4355 N.W. 128th Street, Miami, Florida. Your
Board of Directors looks forward to greeting personally those shareholders able
to be present.
At the Meeting, you will be asked to elect four Directors to the Company's
Board of Directors to hold office until the Company's 1997 Annual Meeting of
Shareholders. Regardless of the number of shares you may own, it is important
that you are represented and your shares voted at the Meeting. Therefore, please
sign, date and mail the enclosed proxy in the return envelope provided, whether
or not you plan to be present at the Meeting. The giving of such proxy will not
prevent you from voting in person, should you later decide to attend.
Sincerely,
DOUGLAS W. BAENA
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
<PAGE>
MAKO MARINE INTERNATIONAL, INC.
4355 N.W. 128TH STREET
MIAMI, FLORIDA 33054
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, NOVEMBER 14, 1996
To the Shareholders
of MAKO MARINE INTERNATIONAL, INC.
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders of Mako
Marine International, Inc., a Florida corporation (the "Company"), will be held
at the Company's executive offices, 4355 N.W. 128th Street, Miami, Florida
33054, on Thursday, November 14, 1996, at 4:00 p.m., Miami time, for the
following purposes:
1. To elect four Directors to the Company's Board of Directors, each to
hold office until the Company's 1997 Annual Meeting of Shareholders or until
his successor shall have been elected and shall have qualified.
2. To transact such other business as may properly come before the
Meeting.
Only shareholders of record at the close of business on October 9, 1996 are
entitled to notice of and to vote at the Meeting.
Whether or not you expect to attend the Meeting, please complete, date, sign
and return the enclosed proxy as promptly as possible in order to ensure your
representation at the Meeting. A return envelope is enclosed for that purpose.
Even if you have given your proxy, you may still vote in person if you attend
the meeting and revoke your proxy. Please note, however, that if your shares are
held of record by a broker, bank or other nominee and you wish to vote at the
meeting, you must obtain from that record holder a proxy issued in your name.
By Order of the Board of Directors,
HUGH L. RUSS
SECRETARY
Miami, Florida
October 10, 1996
PLEASE DATE, SIGN AND MAIL THE ACCOMPANYING PROXY CARD AS
PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
<PAGE>
MAKO MARINE INTERNATIONAL, INC.
4355 N.W. 128TH STREET
MIAMI, FLORIDA 33054
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, NOVEMBER 14, 1996
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Mako Marine International, Inc., a Florida corporation (the
"Company"), for use at the Company's 1996 Annual Meeting of Shareholders to be
held at the Company's executive offices, 4355 N.W. 128th Street, Miami, Florida
33054 on Thursday, November 14, 1996, at 4:00 p.m., Miami time, and any
adjournments thereof (the "Meeting"). Proxies in the form enclosed will be voted
at the Meeting if properly executed, returned to the Company prior to or at the
Meeting and not revoked.
VOTING RIGHTS AND OUTSTANDING SHARES
At the close of business on October 9, 1996 the Company had outstanding and
entitled to vote 2,655,000 shares of common stock, par value $.01 per share (the
"Common Stock"). Only holders of record of Common Stock at the close of business
on October 9, 1996 will be entitled to notice of and to vote at the Meeting.
Each holder of record of Common Stock on such date will be entitled to one vote
for each share held on all matters to be voted upon at the Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
card and any additional information furnished to its shareholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by Directors, officers or other regular employees of the
Company. No additional compensation will be paid to Directors, officers or other
regular employees for such services.
REVOCABILITY OF PROXIES
THE SHARES REPRESENTED BY THE ACCOMPANYING PROXY WILL BE VOTED AS DIRECTED
WITH RESPECT TO THE ELECTION OF DIRECTORS, OR IF NO DIRECTION IS INDICATED ON A
PROPERLY EXECUTED AND RETURNED PROXY, THE SHARES REPRESENTED BY THAT PROXY WILL
BE VOTED IN FAVOR OF THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED IN THIS
PROXY STATEMENT. EACH PROXY EXECUTED AND RETURNED BY A SHAREHOLDER MAY BE
REVOKED AT ANY TIME THEREAFTER BY GIVING WRITTEN NOTICE OF SUCH REVOCATION TO
THE SECRETARY OF THE COMPANY PRIOR TO THE MEETING OR BY ATTENDING THE MEETING
AND ELECTING TO VOTE IN PERSON; EXCEPT THAT AS TO ANY MATTER OR MATTERS UPON
WHICH A VOTE SHALL HAVE ALREADY BEEN CAST PURSUANT TO THE AUTHORITY CONFERRED BY
SUCH PROXY, THE PROXY MAY NOT BE REVOKED. ATTENDANCE AT THE MEETING WILL NOT, BY
ITSELF, SERVE TO REVOKE A PROXY.
ADDITIONAL PROXY INSTRUCTIONS
A shareholder may designate a person or persons to act as the shareholder's
proxy other than those persons designated on the proxy card. The shareholder may
do so by striking out the name or names appearing on the enclosed proxy card,
inserting the name or names of another person or persons, and
<PAGE>
delivering the signed card to such person or persons. The person(s) designated
by the shareholder must, at the Meeting, present the signed proxy card to the
Secretary of the Meeting in order for the shares to be voted.
When voting by proxy with respect to the election of Directors, shareholders
may vote in favor of all nominees, withhold their votes as to all nominees or
withhold their votes as to specific nominees. Assuming a quorum is present at
the Meeting, (i) the affirmative vote of a plurality of the votes cast at the
Meeting by the shares entitled to vote will be required to act with respect to
the election of Directors, and (ii) the affirmative vote of a majority of shares
present in person or represented by proxy at the Meeting and entitled to vote on
the subject matter will be required to act on all other proposals, if any, that
come before the Meeting. Abstentions and broker non-votes (when a nominee
holding shares for a beneficial owner has not received voting instructions from
the beneficial owner with respect to a particular matter, and such nominee does
not possess or choose to exercise discretionary authority with respect thereto)
will be included in the determination of the number of shares of Common Stock
present at the Meeting for quorum purposes. Abstentions and broker non-votes
will not be included, however, in the tabulations of votes cast on proposals
presented to shareholders.
ANNUAL REPORT ON FORM 10-KSB AND FINANCIAL STATEMENTS
A copy of the Company's annual report on Form 10-KSB for the fiscal year
ended June 29, 1996, which includes the Company's financial statements for the
fiscal year, accompanies this Proxy Statement. October 11, 1996 is the
approximate date on which this Proxy Statement and form of proxy were first sent
or given to shareholders.
ACCOUNTANTS
The Board of Directors of the Company has selected the firm of BDO Seidman,
LLP, as the Company's principal accountants for the current fiscal year, in
which capacity the firm has served since the Company's organization in June
1994. Representatives of BDO Seidman, LLP, are expected to be present at the
Meeting, at which time they will have the opportunity to make a statement if
they desire to do so and to respond to appropriate questions.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
At the close of business on October 9, 1996, the Company had outstanding
2,655,000 shares of Common Stock, each of which entitles the holder to one vote.
Voting is not cumulative.
The following table provides information at October 9, 1996, with respect to
(i) any person known to the Company to be the beneficial owner of five percent
or more of the outstanding shares of Common Stock of the Company, (ii) each
Director and certain executive officers of the Company, and (iii) all Directors
and executive officers as a group. For the purpose of computing the percentage
of the shares of Common Stock owned by each person or group listed in this
table, any shares not outstanding which are subject to options or warrants
exercisable within 60 days have been deemed to be outstanding and owned by such
person or group, but have not been deemed to be outstanding for the purpose of
computing the percentage of the shares of Common Stock owned by any other
person. Except as otherwise indicated below, each of the persons named below is
believed by the Company to possess sole voting and investment power with respect
to the shares of Common Stock beneficially owned by such person.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF PERCENT OF CLASS
BENEFICIAL OWNER SHARES OF COMMON STOCK OUTSTANDING
- ----------------------------------------------------------- ----------------------- ----------------
<S> <C> <C>
CreditAmerica Venture Capital, Inc......................... 930,000(1) 35.0%
7358 Pine Forest Circle
Lake Worth, FL 33463
Douglas W. Baena........................................... 982,500(1)(2) 36.7%
3530 Magellan Circle
Aventura, FL 33180
Joseph J. Messina.......................................... 942,500(1)(3) 35.4%
44 Madison Avenue
New York, NY 10017
Jeffrey Bleustein.......................................... 7,000(4) less than 1%
3700 W. Juneau Avenue
Milwaukee, WI 53201
Bruce Foerster............................................. none not applicable
4045 Sheridan Avenue
Suite 432
Miami Beach, FL 33140
Gerritt Walsh.............................................. 1,333(5) less than 1%
4355 N.W. 128th Street
Miami, FL 33054
All Directors and executive officers as a group (9 1,069,667 39.5%
persons).................................................
</TABLE>
- ------------------------
(1) Credit America Venture Capital, Inc. ("CAVC") formed in 1994 by an
investment group headed by Douglas W. Baena, was the sole shareholder of the
Company prior to its August 1995 public offering. By reason of an agreement
among the shareholders of CAVC, Douglas W. Baena and Joseph J. Messina have
the right to vote the 930,000 shares of Common Stock of the Company owned by
CAVC on all matters submitted to shareholders and, accordingly, have shared
voting power with respect to all such shares. As a result of their
respective stock interests in CAVC, each of the persons listed below is the
indirect beneficial owner of a portion of such 930,000 shares in the amounts
indicated: Brett Schwebke--266,489 shares (10.0% of the issued and
outstanding); each of Douglas W. Baena and Harry Bresky--200,400 shares
(7.5%); BuyAmerica, Inc. (of which Paul Lavor is the controlling
shareholder)--136,443 shares (5.1%); and Wilmont Holdings Corp. (of which
Joseph J. Messina is the
3
<PAGE>
sole shareholder)--51,166 shares (1.9%). Pursuant to the terms of the CAVC
shareholders' agreement, each shareholder of CAVC has agreed to elect and
retain Mr. Baena and Mr. Messina as the sole members of the board of
directors of CAVC; provided that if Mr. Baena or Mr. Messina ceases to be a
shareholder of CAVC, no other shareholder will be obligated to vote for such
former shareholder as a director. No shareholder of CAVC may transfer its
shares without the consent of all other CAVC shareholders.
CAVC has outstanding warrants to purchase shares of CAVC common stock. Such
warrants are exercisable at any time until August 23, 1998. The aggregate of
the exercise prices of all of such warrants is approximately $690,000. If
such warrants were exercised in full, as a result of their respective
interests in CAVC, each of the persons listed below would be the indirect
beneficial owner of a portion of such 930,000 shares in the amounts
indicated: Douglas W. Baena--254,084 shares (9.6%); Harry Bresky--217,530
shares (8.2%); Brett Schwebke--134,389 shares (5.1%); BuyAmerica
Inc.--140,123 shares (5.3%); and Wilmont Holdings Corp.--108,586 shares
(4.1%).
(2) Includes 12,500 shares that may be purchased upon exercise of Redeemable
Common Stock Purchase Warrants ("Warrants") issued in the Company's initial
public offering; 5,000 shares of Common Stock of which 2,500 shares may be
purchased upon exercise of Warrants, held by Mr. Baena's former wife (as to
which he disclaims beneficial ownership); and 20,000 shares of Common Stock,
of which 10,000 shares may be purchased upon exercise of Warrants, held in
trust for the benefit of Mr. Baena's children.
(3) Includes 5,000 shares of Common Stock that may be purchased upon exercise of
Warrants.
(4) Includes 3,000 shares of Common Stock that may be purchased upon exercise of
options granted under the Company's 1995 Stock Option Plan and 2,000 shares
of Common Stock that may be purchased upon exercise of Warrants.
(5) Consists of Common Stock that may be purchased upon exercise of options
granted under the Company's 1995 Stock Option Plan.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of copies of forms filed under Section 16(a) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") furnished to the
Company and written representations from the Company's executive officers and
Directors, the Company believes that all Section 16(a) filing requirements for
the period ended June 29, 1996 applicable to its executive officers, Directors
and greater than 10% beneficial owners were satisfied.
DIRECTORS
The Company's bylaws provide that the Company shall have not less than two
nor more than seven Directors, which number is currently fixed by the Board of
Directors at four.
There are four nominees for election as Directors of the Company at the
Meeting, to hold office until the 1997 Annual Meeting and until their successors
shall have been elected and shall have qualified. If the enclosed proxy is
properly executed and received in time for the Meeting, and if no direction to
the contrary is indicated on the proxy, it is the intention of the persons named
in the proxy to vote the shares represented thereby for the persons nominated
for election as Directors, unless authority to vote shall have been withheld on
the proxy. All nominees for Directors are presently serving as Directors of the
Company. In the event that any nominee is unable to serve as a Director, the
proxy solicited may be voted for the election of another person in his stead at
the discretion of the proxies. The Board of Directors knows of no reason to
anticipate that this will occur.
4
<PAGE>
NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------ --- ----------------------------------------------------------- ---------------
<S> <C> <C> <C>
Douglas W. Baena.............. 53 Chief Executive Officer, Chairman of the Board and June 1994
President of the Company
Jeffrey Bleustein............. 57 President of Harley-Davidson Motor Company August 1995
Bruce S. Foerster............. 55 President and Chief Executive Officer of South Beach January 1996
Capital Markets Advisory Corporation
Joseph J. Messina............. 41 Employee and owner of Ameristar Leasing Company June 1994
</TABLE>
Each of the Directors of the Company is a United States citizen. During the past
five years, none of the Directors (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction that resulted in a final judgment, decree or final order enjoining
further violations of, or prohibiting activity subject to, federal or state
securities laws or finding any violations of such laws.
BUSINESS HISTORIES OF DIRECTORS
Douglas W. Baena has been Chairman of the Board and Chief Executive Officer
of the Company since its inception in June 1994 and its President from inception
to January 1995 and from July 1996 to the present. Since 1989, Mr. Baena has
been a private investor. He is the President, a Director and significant
shareholder of CAVC and the sole shareholder of CreditAmerica, Inc.
("CreditAmerica") an equipment leasing and finance company.
Since January 1993, Mr. Bleustein has been the President of Harley-Davidson
Motor Company, the largest manufacturer of motorcycles in the United States, and
for more than five years prior thereto, he held various other executive
positions with Harley-Davidson. Mr. Bleustein is also a Director of Rexworks,
Inc., a manufacturer of waste disposal equipment.
Since January 1995, Mr. Foerster has been the President and Chief Executive
Officer of South Beach Capital Markets Advisory Corporation, a firm which he
founded that provides investment advisory, venture capital and public relations
services. Between June 1992 and December 1994, Mr. Foerster served as Managing
Director, US Equity Syndicate, for Lehman Brothers. For more than five years
prior thereto, he was the Managing Director, Equity Transactions Group/Equity
Syndicate, for Paine Webber Incorporated. Mr. Foerster also serves as a Director
and Trustee of eight mutual funds of the Pilgrim America Group.
Joseph J. Messina was the Company's President and Chief Operating Officer
from January 1995 to June 1996. Between April 1978 and January 1992 Mr. Messina
was employed by Vendor Funding Co., Inc., an equipment leasing company. Since
January 1992, he has been employed by Ameristar Capital Corporation, an
equipment leasing company which he owns. Mr. Messina is an officer, Director and
shareholder of CAVC.
BOARD OF DIRECTOR AND COMMITTEE MEETINGS
During the fiscal year ended June 29, 1996, there were eight meetings of the
Board of Directors. Each Director attended not less than 75% of the meetings of
the Board held while he was a Director.
The Board of Directors of the Company does not have a nominating committee.
The Board of Directors of the Company has a compensation committee
consisting of Jeffrey Bleustein and Bruce S. Foerster, who are non-employee
Directors, and Douglas W. Baena, an employee Director.
5
<PAGE>
The compensation committee is authorized and empowered to review and approve
management compensation. The compensation committee was established in April
1996 and met once in respect of the fiscal year ended June 29, 1996, subsequent
to the fiscal year end.
The Board of Directors established an audit committee in April 1996 to
oversee and advise the Board on matters regarding internal controls, the work of
internal auditors and the annual independent audit. The audit committee is
composed of two Directors, Bruce S. Foerster and Jeffrey Bleustein. The audit
committee met once in respect of the fiscal year ended June 29, 1996, subsequent
to the fiscal year end.
DIRECTOR COMPENSATION
Each non-employee Director is entitled to receive a director's fee of $2,500
per quarter, plus expenses. Prior to June 21, 1996, each non-employee Director
was entitled to receive a fee of $1,000 per meeting plus expenses. Compensation
of each non-employee Director of the Company during the fiscal year ended June
29, 1996 is set forth in the table below. Compensation of each employee Director
is set forth below in the section entitled "Executive Officers."
<TABLE>
<CAPTION>
SECURITY GRANTS
CASH COMPENSATION -------------------
------------------- NUMBER OF
ANNUAL RETAINER FEE SECURITIES
NAME ($) UNDERLYING OPTIONS
- ---------------------------------------------- ------------------- -------------------
<S> <C> <C>
Jeffrey Bleustein............................. $ 3,500 15,000(1)(2)
Bruce S. Foerster............................. $ 2,500 15,000(1)(3)
</TABLE>
- ------------------------
(1) Stock options were granted to Mr. Bleustein and Mr. Foerster under the
Company's 1995 Stock Option Plan. The exercise price of Mr. Bleustein's
options is $1.00 per share, and the exercise price of Mr. Foerster's options
is $4.00 per share. The options are exercisable in increments of 20% per
year.
(2) Options for 3,000 shares of Common Stock are currently exercisable.
(3) Not yet exercisable.
EXECUTIVE OFFICERS
BUSINESS HISTORIES OF EXECUTIVE OFFICERS
Information concerning Douglas W.Baena, the Company's President, Chairman of
the Board and Chief Executive Officer, and Joseph J. Messina, its President and
Chief Operating Officer until his resignation in June 1996, are set forth above
under the caption "Directors."
Lawrence Tierney, age 50, has been the Chief Financial Officer of the
Company since March 1995. From August 1986 to March 1995 he was employed by
Chris-Craft Boats, a manufacturer of fiberglass powerboats, including as its
Chief Financial Officer from June 1993 to March 1995, its Chief Operating
Officer from June 1991 to June 1993 and a Vice President of Finance from August
1986 to June 1991.
Hugh L. Russ, age 56, has been a Vice President of the Company since its
inception, its Secretary and Treasurer since March 1995, and its Executive Vice
President and Chief Operating Officer since June 1996. From June 1974 to August
1994, he was a Vice President of Mako Marine, Inc. ("Old Mako"), whose assets
were acquired by the Company in 1994.
Edward Kunuty, age 55, has been Vice President, Marketing and Sales, of the
Company since June 1995. From October 1991 until June 1995 he was the President
of Aquarius Health & Fitness Instruments, Inc., a manufacturer of aquatic
exercise and rehabilitation equipment.
Gerritt Walsh, age 43, has been an employee of the Company since its
inception and Vice President, Florida Sales since September 1994. He was an
employee of Old Mako from June 1992 to August 1994.
6
<PAGE>
From December 1990 to June 1992 he was Director of sales and marketing for Luhrs
Corporation, a boat manufacturer.
Brett Schwebke, age 30 was a Vice President of the Company from August 1994
until his resignation in March 1996. From May 1986 to August 1994, he was an
employee of Old Mako.
Daniel Chips, age 39, was Vice President, Manufacturing, of the Company from
July 1995 until his resignation in June 1996. From February 1987 until June 1995
he was a production manager of Wellcraft Marine, Inc., a boat manufacturer.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain summary information concerning all
cash and non-cash compensation, for the fiscal year ended June 29, 1996 and the
eleven months ended July 1, 1995, of the Company's Chief Executive Officer and
of its other executive officers who earned over $100,000 in compensation during
each such period.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------
ANNUAL COMPENSATION SECURITIES
--------------------- UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) OPTIONS (#)
- ------------------------------------------------------------------------- --------- ---------- -------------
<S> <C> <C> <C>
Douglas W. Baena......................................................... 1996 $ 170,000 ----
Chairman of the Board, 1995 84,000
President, Chief Executive Officer
Joseph J. Messina........................................................ 1996 110,000 25,000
President, Chief Operating Officer
Gerritt Walsh............................................................ 1996 129,454 4,000
Vice President, Florida Sales
</TABLE>
The Company has no long-term incentive plans or stock appreciation rights
plans. The Company adopted its 1995 Stock Option Plan in June 1995.
The following table sets forth, for Joseph J. Messina and Gerritt Walsh,
information regarding options granted to them by the Company during the fiscal
year ended June 29, 1996. No options or other rights to acquire Common Stock
were granted by the Company to Douglas W. Baena during the fiscal year.
OPTION GRANTS TO EXECUTIVE OFFICERS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED EXERCISE
UNDERLYING OPTIONS TO EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($ PER SHARE) DATE
- --------------------------------------------- ------------------- ------------------- ------------- -----------
<S> <C> <C> <C> <C>
Joseph J. Messina............................ 25,000(1) 19.1% $ 4.25 6/28/01
Gerritt Walsh................................ 4,000(2) 3.1% 4.00 8/23/00
</TABLE>
- ------------------------
(1) Options granted outside the Company's 1995 Stock Option Plan, which become
exercisable in full on December 28, 1996.
(2) Options granted under the Company's 1995 Stock Option Plan, one-third of
which became exercisable in August, 1996. The balance is exercisable over a
two year period, commencing in August, 1997.
7
<PAGE>
The following table sets forth, for the named executive officers, the number
of options to acquire Common Stock held as of June 29, 1996, and the value of
such options as of that date. No named executive officer exercised options for
Common Stock during the fiscal year.
AGGREGATED FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF
UNEXERCISED OPTIONS UNEXERCISED IN-THE-MONEY
AT YEAR-END (#) OPTIONS AT YEAR-END ($)(1)
------------------------------- ---------------------------
EXERCISABLE (E)/ EXERCISABLE/
NAME UNEXERCISABLE (U) UNEXERCISABLE
- ---------------------------- ------------------------------- -----
<S> <C> <C>
Joseph J. Messina........... 25,000(U) --
Gerritt Walsh............... 1,333(E) $ 333
2,667(U) 667
</TABLE>
- ------------------------
(1) The fiscal year end market price of the Company's Common Stock was $4.25 per
share.
OTHER AGREEMENTS WITH EXECUTIVE OFFICERS
Douglas W. Baena is employed as the Company's Chairman of the Board and
Chief Executive Officer pursuant to an employment agreement which expires in
August 1998. Mr. Baena is entitled to receive a salary of $170,000 per year,
subject to annual cost of living increases. In addition, Mr. Baena is entitled
to receive an annual bonus of not less than three quarters of one percent of the
Company's net revenues for the prior fiscal year in excess of $20 million;
provided that the bonus is payable only if the Company earns pre-tax profits,
and then only up to 10% of the pre-tax profits for such year. To date no bonus
has been paid. The Company is obligated to provide Mr. Baena with the use of a
late model automobile and an allowance for housing in Florida, the cost of which
housing shall not exceed $3,000 per month.
Joseph J. Messina was employed as the Company's President and Chief
Operating Officer until June 28, 1996. Pursuant to his employment agreement he
received an annual salary of $114,000. Mr. Messina's employment agreement was in
all other respects identical to the Company's agreement with Mr. Baena. On June
28, 1996 Mr. Messina resigned as an employee of the Company and entered into a
one-year consulting agreement pursuant to which he will receive $50,000. In
addition, the Company granted Mr. Messina an option to purchase 25,000 shares of
its Common Stock. See "Executive Officers-- Compensation of Executive Officers."
Lawrence Tierney is party to an employment agreement with the Company which
expires on March 1, 1998, pursuant to which he is employed as the Company's
Chief Financial Officer at an annual salary of $100,000. Mr. Tierney has agreed
not to compete with the business of the Company for a period of one year
following termination of his employment.
Edward Kunuty is party to an employment agreement with the Company which
expires on May 9, 1998, pursuant to which he is employed as the Company's Vice
President, Marketing and Sales at an annual salary of $100,000. In addition, he
is entitled to receive an annual bonus equal to one quarter of one percent of
boat sales in excess of $8 million per year, adjusted for discounts. If the
Company is sold, in certain circumstances he would be entitled to six months'
severance pay.
Brett Schwebke was employed as a Vice President of the Company pursuant to
an employment agreement that provided for an annual salary of $100,000.
Effective March 29, 1996 Mr. Schwebke resigned from his position with the
Company. At such time, he entered into a two year non-competition agreement for
which he will be paid $100,000, payable in 16 equal monthly installments, the
first of which was paid on April 15, 1996.
8
<PAGE>
STOCK OPTION PLAN
The 1995 Stock Option Plan of the Company (the "Stock Option Plan") was
adopted by the Board of Directors and approved by the shareholders of the
Company on June 27, 1995.
The Stock Option Plan is administered by a Committee of the Board of
Directors (the "Committee"), comprised of Douglas W. Baena and Joseph J.
Messina. All employees and Directors of, and consultants to, the Company and its
subsidiaries, as may be determined by the Committee from time to time, are
eligible to participate in the Stock Option Plan; however, no option may be
granted under the Stock Option Plan to any Director who is a member of the
Committee, or to a Director within one year prior to the Director's service as a
member of the Committee.
Options may be granted by the Committee under the Stock Option Plan as
"incentive stock options" (as defined under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code")) or as non-qualified stock options.
The aggregate number of shares of Common Stock that may be the subject of
options granted under the Stock Option Plan may not exceed 225,000. The maximum
number of shares which may be the subject of options granted during the duration
of the Stock Option Plan to any individual who is a "covered employee" (as
defined in Section 162(m) of the Code) shall not exceed 50,000 shares.
The exercise price of an option is fixed by the Committee at the time of
grant; however the exercise price of an incentive stock option must be at least
equal to the fair market value of the Common Stock on the date of grant.
Stock options granted under the Stock Option Plan may not be exercised more
than ten years after the date of grant. Options shall be exercisable at such
rate and times as may be fixed by the Committee on the date of grant; however,
no option may be exercised until at least six months after the date of grant.
The aggregate fair market value (determined at the time the option is granted)
of the Common Stock with respect to which incentive stock options are
exercisable for the first time by a participant during any calendar year (under
all stock option plans of the Company and its subsidiaries) shall not exceed
$100,000; to the extent that this limitation is exceeded, such excess options
shall be treated as non-qualified stock options for purposes of the Stock Option
Plan and the Code.
At the time a stock option is granted, the Committee may, in its sole
discretion, designate whether the stock option is to be considered an incentive
stock option or non-qualified stock option plan. Stock options with no such
designation shall be deemed an incentive stock option to the extent that the
$100,000 limit described above is met. However, no incentive stock option may be
granted to any individual who is not an employee of the Company or a subsidiary
on the date of grant.
Payment of the purchase price for shares acquired upon the exercise of
options may be made by any one or more of the following methods: in cash; by
check; by delivery to the Company of shares of Common Stock already owned by the
option holder; or, with respect to non-qualified options and subject to approval
by the Committee, shares issuable upon exercise of the option; or by such other
method as the Committee may permit from time to time.
Stock options become immediately exercisable in full upon the retirement of
the holder after reaching the age of 65, upon the disability or death of the
holder while in the employ or service of the Company or upon the occurrence of
such special circumstances as in the opinion of the Committee merit special
consideration. However, no options may be exercised earlier than six months
following the date of grant.
Stock options terminate at the end of the tenth business day following the
holder's termination of employment or service. This period is extended to three
months in the case of the holder's retirement at or after age 65 or disability,
and to six months in the case of the death of the holder, in which case the
stock option is exercisable by the holder's estate. However, options terminate
immediately if the holder's termination of employment or service is for cause.
9
<PAGE>
Each option contains anti-dilution provisions which will automatically
adjust the number of shares subject to the option in the event of a stock
dividend, split-up, conversion, exchange, reclassification or substitution. In
addition, in the event of a recapitalization merger, consolidation, rights
offering, reorganization, liquidation or any other change in the corporate
structure or outstanding shares of Common Stock, the Committee may make such
equitable adjustments to the number of shares and the class of shares available
under the Stock Option Plan or to any outstanding options as it shall deem
appropriate to prevent dilution or enlargement of rights.
The Company shall obtain such consideration for granting options under the
Stock Option Plan as the Committee in its discretion may request.
Each option may be subject to provisions to assure that any exercise or
disposition of Common Stock will not violate the securities laws.
No option may be granted under the 1995 Plan after June 26, 2005.
The Board of Directors or the Committee may at any time withdraw or amend
the Stock Option Plan and may, with the consent of the affected holder of an
outstanding option, at any time withdraw or amend the terms and conditions of
outstanding options. Any amendment which would increase the number of shares
issuable pursuant to the Stock Option Plan or to any individual thereunder,
change the class of persons to whom options may be granted or materially
increase the benefits to participants under the Stock Option Plan, within the
meaning of Section 162(m) or 422 of the Code or Rule 16b-3 under the Exchange
Act shall be subject to the approval of the shareholders of the Company in
accordance with such Section 162(m) or 422 or Rule 16b-3.
The Federal income tax consequences to an employee who receives incentive
stock options generally will, under current law, be as follows:
An employee will not realize any income upon the grant or exercise of an
incentive stock option. If the employee disposes of the shares of Common Stock
acquired upon the exercise of an incentive stock option more than two years
after the date the option is granted and more than one year after the Common
Stock is transferred to him or her, the employee will realize long-term capital
gain in an amount equal to the excess, if any, of his or her selling price for
the shares over the option exercise price. In such case, the Company will not be
entitled to any tax deduction resulting from the issuance or sale of the shares.
If the employee disposes of the shares of Common Stock acquired upon the
exercise of an incentive stock option prior to the expiration of two years from
the date the option is granted, or one year from the date the Common Stock is
transferred to him or her, any gain realized will be taxable at such time as
follows (a) as ordinary income to the extent of the difference between the
option exercise price and the lesser of the fair market value of the shares on
the date the option was exercised or the amount realized from such disposition,
and (b) as capital gain to the extent of any excess, which gain shall be treated
as short-term or long-term capital gain depending upon the holding period of the
Common Stock. In such case, the Company may claim an income tax deduction (as
compensation) for the amount taxable to the employee as ordinary income.
In general, the difference between the fair market value of the Common Stock
at the time the incentive stock option is exercised and the option exercise
price will constitute an item of adjustment, for purposes of determining
alternative minimum taxable income, and under certain circumstances may be
subject, in the year in which the option is exercised, to the alternative
minimum tax.
If an employee uses shares of Common Stock which he or she owns to pay, in
whole or in part, the exercise price for shares acquired pursuant to an
incentive stock option, (a) the holding period for the newly issued shares of
Common Stock equal in value to the old shares which were surrendered upon the
exercise shall include the period during which the old shares were held, (b) the
employee's basis in such newly issued shares will be the same as his or her
basis in the old shares surrendered and (c) no gain or loss will be recognized
by the employee on the old shares surrendered. However, if any employee uses
shares
10
<PAGE>
previously acquired pursuant to the exercise of an incentive stock option to pay
all or part of the exercise price under an incentive stock option, such tender
will constitute a disposition of such previously acquired shares for purposes of
the one-year (or two-year) holding period requirement applicable to such
incentive stock option and such tender may be treated as a taxable exchange.
The Federal income tax consequences to an individual who receives
non-qualified stock options generally will, under current law, be as follows:
An individual will not realize any income at the time the option is granted.
Generally, an individual will realize ordinary income, at the time the option is
exercised, in a total amount equal to the excess of the then fair market value
of the Common Stock acquired over the exercise price. However, Section 83 of the
Code provides that, if a director, officer or principal stockholder (i.e., an
owner of more than 10 percent of the outstanding shares of Common Stock)
receives shares pursuant to the exercise of a non-qualified stock option, he or
she is not required to recognize any income until the date on which such shares
can be sold at a profit without liability under Section 16(b) of the Exchange
Act. At such time, the director, officer or principal stockholder will realize
income equal to the amount by which the then fair market value of the shares
acquired pursuant to the exercise of such option exceeds the price paid for such
shares. Alternatively, a director, officer or principal stockholder who would
not otherwise be taxed at the time the shares are transferred may file a written
election within 30 days with the Internal Revenue Service, to be taxed as of the
date of transfer, on the difference between the then fair market value of the
shares and the price paid for such shares.
All income realized upon the exercise of a non-qualified stock option will
be taxed as ordinary income. The Company will be entitled to a tax deduction (as
compensation) for the amount taxable to an individual (including a Director,
officer and principal stockholder) upon the exercise of a non-qualified stock
option, as described above, in the same year as those amounts are taxable to the
employee.
Shares of Common Stock issued pursuant to the exercise of a non-qualified
stock option generally will constitute a capital asset in the hands of an
individual (including a director, officer or principal stockholder) and will be
eligible for capital gain or loss treatment upon any subsequent disposition. The
holding period of an individual (including a director, officer or principal
stockholder) will commence upon the date he or she recognizes income with
respect to the issuance of such shares, as described above. The individual's
basis in the shares will be equal to the greater of their fair market value as
of that date or the amount paid for such shares. If, however, an individual uses
shares of Common Stock which he or she owns to pay, in whole or in part, the
exercise price for shares acquired pursuant to the exercise of a non-qualified
stock option, (a) the holding period for the newly issued shares of Common Stock
equal in value to the old shares which were surrendered upon the exercise shall
include the period during which the old shares were held, (b) the individual's
basis in such newly issued shares will be the same as his or her basis in the
surrendered shares, (c) no gain or loss will be realized by the individual on
the old shares surrendered, and (d) the individual will realize ordinary income
in an amount equal to the fair market value of the additional number of shares
received over and above the number of old shares surrendered.
Section 162(m) of the Code provides that the deduction by a publicly-held
corporation for compensation paid in a taxable year to the chief executive
officer and the four other most highly compensated executive officers of the
corporation is limited to $1 million per year per officer. For purposes of
Section 162(m), compensation which is performance-based is not counted as
subject to the deductibility limitation. Under a transition rule that applies to
the Company, income pursuant to options granted under the Stock Option Plan
before the first shareholders' meeting after 1998 will be exempt from the
limitations of Sections 162(m) of the Code. Income pursuant to options granted
on or after such shareholders' meeting will be exempt from the limitations of
Section 162(m) of the Code only if the Committee granting such options consists
solely of "outside Directors" as defined in Section 162(m).
The foregoing summary with respect to Federal income taxation does not
purport to be complete and reference is made to the applicable provisions of the
Code.
11
<PAGE>
The following table shows the number of shares of Common Stock as to which
options have been granted under the Stock Option Plan to each of the individuals
and groups specified below.
<TABLE>
<CAPTION>
INDIVIDUAL OR GROUP NUMBER OF SHARES
- ----------------------------------------------------------------------------------------------- -----------------
<S> <C>
Executive Officer Group
Lawrence Tierney............................................................................. 25,000
Gerritt Walsh................................................................................ 4,000
Edward Kunuty................................................................................ 15,000
Hugh L. Russ................................................................................. 15,000
Daniel Chips................................................................................. 5,000(1)
------
Total.................................................................................. 64,000
Non-Executive Director Group(2)
Jeffrey Bleustein............................................................................ 15,000
Bruce S. Foerster............................................................................ 15,000
------
Total.................................................................................. 30,000
Non-Executive Employee Group................................................................... 42,000(3)
</TABLE>
- ------------------------
(1) Lapsed
(2) Messrs. Bleustein and Foerster are nominees for election as Directors at the
Meeting.
(3) Options to purchase 9,600 shares have lapsed
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Commencing in February 1994, a group of investors formed CAVC and from time
to time thereafter provided it with an aggregate of $1.9 million. The members of
such group, each of whom may be deemed to be a "promoter" of the Company,
consist of Douglas W. Baena; H. Harry Bresky; BuyAmerica, Inc., a company
controlled by Paul Lavor; Wilmont Holdings Corp., a company wholly owned by
Joseph J. Messina; Joseph O'Sullivan; Robert Sponheimer; and Brett Schwebke. See
"Security Ownership of Certain Beneficial Owners and Management." In February
1994, CAVC agreed to provide Old Mako with working capital advances and, upon
certain conditions, to acquire Old Mako's defaulted bank debt. Thereafter, CAVC
acquired such defaulted debt by paying the bank $500,000 in cash and giving the
bank a promissory note in the principal amount of $1.5 million. On August 2,
1994, CAVC foreclosed the defaulted bank debt and acquired substantially all of
the boat manufacturing assets of Old Mako, consisting primarily of property and
equipment, patents and trademarks, accounts and inventory. Concurrently, CAVC
indemnified Robert Schwebke, the founder of Old Mako and the father of Brett
Schwebke, to the extent of approximately $816,400, against certain
pre-acquisition tax liabilities of Old Mako and liabilities in connection with a
Small Business Administration loan to Old Mako. CAVC also assumed liabilities of
Old Mako for certain product liability claims and accrued vacation pay in the
amount of approximately $281,000 and incurred other transactional-related
liabilities in the amount of approximately $783,000. CAVC then conveyed the
acquired assets of Old Mako to the Company in exchange for (a) 930,000 shares of
the Company's Common Stock, (b) $900,000 of purchase money debt from the Company
("CAVC Debt"), (c) the assumption by the Company of CAVC's $1.5 million note
payable to the bank ("Bank Debt"), (d) CAVC's indemnity obligations to Robert
Schwebke, and (e) CAVC's assumed or incurred liabilities of Old Mako.
The CAVC Debt bears interest at nine percent per annum, is repayable in 24
equal monthly installments, commencing in November, 1997, and is secured by the
Company's inventory, accounts receivable, property and equipment. CAVC's
security interest is junior to the security interest collateralizing the Bank
Debt; however, the bank subordinated its security interest in accounts
receivable and
12
<PAGE>
inventory until August 31, 1996. In August, 1996, the bank agreed to extend the
date of its subordination until August 31, 1997, in exchange for the Company's
extension of the exercise period of the bank's warrants to purchase 70,000
shares of the Company's Common Stock until August 31, 1997.
From time to time, CAVC has made revolving credit advances to the Company
for working capital purposes. Upon completion of the Company's initial public
offering, $236,000 was outstanding. Thereafter, during the balance of fiscal
1996, CAVC advanced to the Company an additional $150,000, of which $85,000 was
subsequently repaid. The outstanding principal balance, together with interest
at nine percent per annum, is payable on demand. CAVC's advances to the Company
are secured by the Company's accounts receivable and inventory.
Each of the CAVC and CreditAmerica has agreed that any other indebtedness
owing from the Company to either of them would not be repaid until November,
1997, and thereafter would be paid in equal monthly installments over a two-year
period with interest at nine percent per annum.
The Company's manufacturing facility is leased under a triple net lease
which expires on July 31, 2001, from Robert Schwebke. The Company pays an annual
aggregate base rental of $542,400 and is responsible for taxes associated with
the property. The lease also provides for two seven-year renewal options. The
Company believes that the terms of the lease are at a market rate. The lease is
encumbered by mortgages in the aggregate amount of approximately $2.4 million.
Payments by the Company under the lease approximate payments required for debt
service and real estate taxes. Both before and after the acquisition of the
assets of Old Mako, there have been, and continue to be, defaults relating
primarily to payment of real estate taxes under the mortgages. The holder of the
first mortgage has agreed to forbear from exercising its remedies (including
foreclosure) until February, 1997 so long as no further events of default occur.
At such time consideration will be given to reinstatement of the original
maturity date of February 1999. The holder of the second mortgage for which the
last payment is owed in June 2000, has not waived past defaults consisting
primarily of the failure to pay Old Mako's real estate taxes.
In April 1995, as a condition to the bridge financing obtained in connection
with the Company's public offering, CAVC agreed (a) to lend to the Company funds
necessary to cure the past real estate tax payment defaults relating to its
manufacturing facility prior to any loss by the Company of its leasehold
interest therein, (b) to indemnify Robert Schwebke with respect to certain
payroll tax payment defaults, and (iii) to indemnify the Company from any losses
in excess of $150,000 arising out of claims against the Company for liabilities
of Old Mako that were not assumed in August 1994.
13
<PAGE>
SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's 1997
Annual Meeting of Shareholders must be received by the Company on or prior to
June 12, 1997 to be eligible for inclusion in the Company's proxy statement and
form of proxy to be used in connection with the 1997 Annual Meeting.
By Order of the Board of Directors,
DOUGLAS W. BAENA
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF
EXECUTIVE OFFICER
Miami, FL
October 10, 1996
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
JUNE 29, 1996, IS BEING SENT TO SHAREHOLDERS OF THE COMPANY WITH THIS PROXY
STATEMENT.
14
<PAGE>
FORM OF PROXY
MAKO MARINE INTERNATIONAL, INC.
ANNUAL MEETING OF SHAREHOLDERS, NOVEMBER 14, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Douglas W. Baena and Hugh L. Russ, or if
only one is present, then that person, proxies, with full power of substitution,
to vote all shares of the Common Stock of Mako Marine International, Inc. (the
"Company") which the undersigned is entitled to vote at the Company's Annual
Meeting to be held at the Company's executive offices, 4355 N.W. 128th Street,
Miami, Florida 33054, on Thursday, November 14, 1996, at 4:00 p.m., Miami time,
and at any adjournment thereof, and hereby ratifies all that said proxies or
their substitutes may do by virtue hereof. The undersigned authorizes and
instructs said proxies to vote as follows:
1. ELECTION OF DIRECTORS: To elect as Directors of the Company the nominees
listed below for terms expiring at the time of the next Annual Meeting of
the Company.
<TABLE>
<S> <C>
/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below to vote for all
(except as marked to the nominees listed below
contrary below)
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the following list.)
Douglas W. Baena
Jeffrey Bleustein
Bruce S. Foerster
Joseph J. Messina
2. In their discretion, upon any other matters which may properly come
before the meeting or any adjournments thereof.
<PAGE>
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 ALL NOMINEES LISTED.
The undersigned hereby acknowledges receipt of the Company's Notice of the
1996 Annual Meeting and its Proxy Statement preceding or accompanying this
proxy.
Dated , 1996
----------------------------------------------------------------------
(Signature of Shareholder)
----------------------------------------------------------------------
(Signature of Shareholder)
Your signature should appear the
same as your name appears hereon.
If signing as attorney, executor,
administrator, trustee or
guardian, please indicate the
capacity in which signing. When
signing as joint tenants, all
parties to the joint tenancy must
sign. When the proxy is given by a
corporation, it must be signed by
an authorized officer.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
