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 Section 240.14a-11(c) or
Section 240.14a-12
ISLAND CRITICAL CARE CORP.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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:
1
ISLAND CRITICAL CARE CORP.
9 Myrtle Street
Stratford, Prince Edward Island
Canada
C1B 1P4
July 9, 2001
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of Island
Critical Care Corp., which will be held on August 3, 2001 at 10:00 a.m.,
Atlantic Standard Time at 9 Myrtle Street, Stratford, Prince Edward Island,
Canada, C1B 1P4.
Details of the business to be conducted at the annual meeting are given in the
attached Notice of Annual Meeting of Shareholders and Proxy Statement.
Whether or not you attend the annual meeting it is important that your shares be
represented and voted at the meeting. Therefore, I urge you to sign, date, and
promptly return the enclosed proxy in the enclosed envelope. If you decide to
attend the annual meeting and vote in person, you will of course have that
opportunity.
On behalf of the Board of Directors, I would like to express our appreciation
for your continued interest in the affairs of the Company.
Sincerely,
/s/ Kenneth R. Legere
Kenneth R. Legere
President
2
ISLAND CRITICAL CARE CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 3, 2001
To the Shareholders:
Notice is Hereby Given that the Annual Meeting of the holders of shares of
Common Stock of Island Critical Care Corp. (the "Common Stock") will be held at
9 Myrtle Street, Stratford, Prince Edward Island, Canada, C1B 1P4 on August 3,
2001 at 10:00 a.m., Atlantic Standard Time, for the following purposes:
1. To elect directors.
2. To approve the March 31, 2001 annual financial statements as reported on by
Rotenberg & Company, LLP.
3. To re-appoint Rotenberg & Company, LLP as the company's auditors.
4. To transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on June 25, 2001 are
entitled to notice of, and to vote at, this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Sean P. Flanigan
Sean P. Flanigan, Secretary
July 10, 2001
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign, date, and
return the enclosed Proxy at your earliest convenience. This will ensure the
presence of a quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE
PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. An addressed envelope is enclosed for that purpose. Sending in
your Proxy will not prevent you from voting your stock at the meeting if you
desire to do so, as your Proxy is revocable at your option.
3
ISLAND CRITICAL CARE CORP.
9 Myrtle Street
Stratford, Prince Edward Island
Canada
C1B 1P4
July 10, 2001
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD DECEMBER 10, 1999
This Proxy Statement, which was first mailed to shareholders on or about June
25, 2001, is furnished in connection with the solicitation of proxies by the
Board of Directors of Island Critical Care Corp. (the "Company"), to be voted at
the annual meeting of the shareholders of the Company (the "Annual Meeting"),
which will be held at 10:00 a.m. on August 3, 2001, at 9 Myrtle Street,
Stratford, Prince Edward Island, Canada, C1B 1P4 for the purposes set forth in
the accompanying Notice of Annual Meeting of Shareholders.
Shareholders who execute proxies retain the right to revoke them at any time
prior to the exercise of the powers conferred thereby, by delivering a signed
statement to the Secretary of the Company at or prior to the annual meeting or
by executing another proxy dated as of a later date. The cost of solicitation of
proxies is to be borne by the Company.
Shareholders of record at the close of business on June 25, 2001 will be
entitled to vote at the meeting on the basis of one vote for each share held. On
June 25, 2001, there were 18,101,000 shares of common stock outstanding, held of
record by 780 shareholders.
The deadline for submittals of shareholder proposals for the next regularly
scheduled annual meeting will be not less than 120 days prior to the release
date of the proxy materials as received at the Company's principal offices by
that date. A shareholder proposal submitted outside the processes of SEC
Regulation Section 240.14a-8 will be considered untimely if received at the
principal offices of the Company on or after 45 days prior to the Company's
release of its proxy statement to shareholders.
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OTHER PERSON.
4
MEETING
PLACE, DATE AND TIME
The Annual Meeting will be held at 9 Myrtle Street, Stratford, Prince Edward
Island, Canada, C1B 1P4 on August 3, 2001 at 10:00 a.m. Atlantic Standard Time.
RECORD DATE; SOLICITATION OF PROXIES
The Board of Directors of the Company (the "Board") has fixed the close of
business on June 25, 2001 as the Record Date for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting. At the
Record Date, there were 18,101,000 shares of Common Stock issued and outstanding
and entitled to vote at the Annual Meeting held by approximately 780 holders of
record. Holders of Common Stock are entitled to one vote at the Annual Meeting
for each share of Common Stock held of record at the Record Date.
In addition to the solicitation of proxies by use of the mails, proxies may also
be solicited by the Company and its directors, officers and employees, who will
receive no additional compensation therefor) by telephone, telegram, facsimile
transmission or other electronic communication, and/or by personal interview.
The Company will reimburse banks, brokerage houses, custodians and other
fiduciaries who hold shares of Common Stock in their name or custody, or in the
name of nominees for others, for their out-of-pocket expenses incurred in
forwarding copies of the proxy materials to those persons for whom they hold
such shares. The Company will bear the costs of the Annual Meeting and of
soliciting proxies therefor, including the cost of printing and mailing this
Proxy Statement and related materials.
Any questions or requests for assistance regarding the Company's proxies and
related materials may be directed in writing to Sean P. Flanigan at 9 Myrtle
Street, Stratford, Prince Edward Island, Canada C1B 1P4.
PURPOSE OF THE ANNUAL MEETING
At the Annual Meeting, holders of Common Stock of the Company will be asked to
elect directors, approve the March 31, 2001 annual financial statements,
re-appoint the Company's auditors, Rotenberg & Company, LLP, and conduct any
other business that may properly come before the meeting.
VOTE REQUIRED
Thirty three percent (33%) of the issued and outstanding shares of Common Stock
entitled to vote as of the Record Date, represented in person or by proxy, is
required for a quorum at the Annual Meeting. The nominees receiving the four
highest number of votes will be elected to the board of directors. Abstentions
may be specified and will be counted as present for the purpose of determining
the existence of a quorum.
5
Shares of Common Stock that are represented by properly executed proxies, unless
such proxies shall have previously been properly revoked (as provided herein),
will be voted in accordance with the instructions indicated in such proxies. If
no contrary instructions are indicated, such shares will be voted FOR the
nominees for the Board named herein, and FOR the approval of the March 31, 2001
audited financial statements, and FOR the re-appointment of Rotenberg & Company,
LLP as the company's auditors, and in the discretion of the persons named in the
proxy as proxy appointees, as to any other matter that may properly come before
the Annual Meeting (of which the Company is not presently aware). Shares
represented by proxies that have voted against the propositions presented at the
meeting cannot be used to postpone or adjourn the meeting in order to solicit
more votes for the proposition.
Under the rules of the NASD, although brokers who hold shares in a street name
have the authority to vote on certain items when they have not received
instructions from the beneficial owners, brokers will not be entitled to vote,
Brokers who do not receive instructions but who are present, in person or by
proxy, at the Annual Meeting will be counted as present for quorum purposes.
It is not expected that any matters other than those referred to in this Proxy
Statement will be brought before the Annual Meeting. If other matters are
properly presented, however, the persons named as proxy appointees will vote in
accordance with their best judgment on such matters. The grant of a proxy also
will confer discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to the conduct
of the Annual Meeting.
Any shareholder may revoke his, her or its proxy (other than an irrevocable
proxy coupled with an interest) at any time before it is voted, by: (1) filing
with the Corporate Secretary of the Company an instrument revoking the proxy;
(2) returning a duly executed proxy bearing a later date; or (3) attending the
Annual Meeting and voting in person. Attendance at the Annual Meeting will not
by itself constitute revocation of a proxy. There are no dissenters' rights or
remedies for shareholders who do not agree with the outcome of the vote on the
issues to be brought at this Annual Meeting.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED
IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
ELECTION OF DIRECTORS
Five directors are to be elected at the Annual Meeting, to hold office for one
year until the next annual meeting of shareholders, and until their successors
are elected and qualified. It is intended that the accompanying proxy will be
voted in favour of the following persons to serve as directors unless the
shareholder indicates to the contrary on the proxy. Management expects that each
of the nominees will be available for election, but if any of them is not a
candidate at the time the election occurs, it is intended that such proxy will
be voted for the election of another nominee to be designated by the Board of
Directors to fill any such vacancy.
6
NOMINEES
Name Age
Kenneth Legere 54
J. Wayne Weber 42
Sean P. Flanigan 35
Robert W. Crosbie 71
Joseph Storer 49
KENNETH R. LEGERE: Mr. Legere is the President, Chief Executive Officer and
Chairman of the Board, positions he has held since co-founding the Company in
1999. Mr. Legere serves as the primary executive officer of the Company,
performing and overseeing all daily executive tasks.
J. WAYNE WEBER: Mr. Weber is the Vice President, Chief Financial Officer and
Treasurer of the Company, positions he has held since co-founding the Company in
1999. Mr. Weber serves as the primary financial officer of the Company
performing and overseeing all daily financial tasks. Mr. Weber holds an
undergraduate degree in Business Administration from the University of Ottawa,
Canada and is a member of the Canadian Institute of Chartered Accountants,
Institute of Chartered Accountants of Ontario, Public Accountants Council of
the Province of Ontario and the Association of Certified Fraud Examiners. Prior
to joining Island Critical Care Corp., Mr. Weber was a partner in the accounting
firm of Raymond Chabot Grant Thornton.
SEAN P. FLANIGAN: Mr. Flanigan is the Vice President, Chief Operating Officer
and Secretary of the Company, having held these positions since co-founding the
Company in 1999. Mr. Flanigan serves as the primary operating officer of the
Company performing and overseeing all daily operating tasks. Mr. Flanigan
maintains responsibility for regulatory compliance of the Company and its
product. Mr. Flanigan holds an undergraduate degree in Political Science and
Economics from Carlton University in Ottawa, Canada and a post-graduate degree
in Law from the University of Ottawa, Canada and is a member of the Law Society
of Upper Canada. Prior to joining Island Critical Care Corp., Mr. Flanigan was
a partner in the law firm of Tavel and Flanigan.
ROBERT CROSBIE: Mr. Crosbie is proposed as a Director of the Company for the
first time in 2001. Presently retired, Mr. Crosbie spent many years in the
investment banking industry in Toronto, New York and London during which time he
was Executive Director of a major Canadian Investment firm. During his
professional career Mr. Crosbie also served as a Governor of the Securities
Industry Association.
JOSEPH STORER: Mr. Storer is proposed as a Director of the Company for the
first time in 2001. Presently, Mr. Storer is the General Manager, Latin America
Sales for Adaclabs,Milpitas, CA, Nuclear Medicine Division, of Phillips Medical
Systems. Mr. Storer has an extensive background dating back to 1977 in the sale
of medical devices, including pulse oximeters, into new markets and the
expansion of those markets. Mr. Storer is a resident of the State of Florida
and is fluent in English, Spanish and Portugese.
7
INFORMATION REGARDING THE BOARD
The Company's Board of Directors (the "Board") has no Committees. The Board met
two times during this fiscal year and as issues were raised signed written
consents to action without meeting. All directors attended 75% or more of the
aggregate number of Board meetings. The current Board includes Kenneth Legere,
Wayne Weber and Sean Flanigan. On June 21, 2001 the Board voted to enlarge its
membership to five and at the same time set the record date for the 2001
Annual General Meeting as June 25, 2001.
The directors are not currently paid for acting as members of the board.
The following table provides information on the annual compensation received by
the Executive Officers and Directors of the Company in 2001:
Annual Compensation Table
Annual Compensation Long-term Compensation
------------------- ----------------------
Other Re- All
Annual stricted other
Compen- Stock Options LTIP Compen-
Name Title Year Salary Bonus sation Awarded /SARs Payouts($) sation
- ---- ----- ---- -------- ----- ------- ------- ------- ---------- -------
Ken President 2001 $99,850 $ 0 $4,992(1) 0 15,000 0 0
Legere CEO
Chairman
Director
Wayne VP 2001 $76,710 $ 0 $4,992(1) 0 13,000 0 0
Weber CFO
Treasurer
Director
Sean VP,COO 2001 $82,430 $ 0 $4,576(1) 0 14,000 0 0
Flanigan
Secretary
Director
- ------------------------------------------------------------------------------------------------------
(1) Motor vehicle allowance.
Options
In 2001, Island Critical Care Corp. granted 15,000 options to Kenneth Legere,
14,000 to Sean P. Flanigan, and 13,000 to Wayne Weber. The options allow the
holders to purchase common shares of Island Critical Care Corp. for $0.17 per
share.
8
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF THE NAMED NOMINEES.
MARKET PRICES AND DIVIDEND INFORMATION
The Common Stock of the Company is traded on the NASDAQ OTC Bulletin Board under
the trading symbol "ILCC". As of the record date for voting, the stock had been
approved by the NASD for trading but had not yet commenced trading.
The Company has not previously declared or paid any dividends on its common
stock and does not anticipate declaring any dividends in the foreseeable future.
SELECTED FINANCIAL INFORMATION CONCERNING THE COMPANY
The selected summary financial data presented below for each of the last fiscal
years ended March 31 have been derived from the Company's historical financial
statements. This data should be read in conjunction with the financial
statements and notes thereto of the Company included in the Annual Report on
Form 10-KSB, filed June 1, 2001 for the fiscal year ended March 31, 2001, which
is incorporated by reference into this Proxy Statement.
In Thousands (except per share amounts):
2001 2000
---- ----
Total Revenue 0 0
Operating Income (loss) (1178) (383)
Income (loss) before
Income Tax Expense (1162) (384)
Net Income (loss) (1162) (384)
Income (loss) per share $(0.07) $(0.02)
Total assets 869 315
Current portion of notes
Payable and L/T debt 46 0
Notes payable and L/T debt.
Less Current portion 238 0
Total Shareholder
Equity (deficit) (699) 279
Dividends declared and 0 0
Paid
9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of the date of this report,
relating to the beneficial ownership of our common stock by those persons known
to us to beneficially own more than 5% of our capital stock, by each of our
directors, proposed directors and executive officers, and by all of our
directors, proposed directors and executive officers as a group. The address of
each person is care of the Company.
Name of Beneficial Owner(1) Number of Percent of
or Director Shares of Class Class
Kenneth R. Legere (2) 6,164,398 34.06%
Pfenning Investment Corporation (3) 2,300,000 12.71%
Celticash Ltd.(4) 1,590,000 8.78%
Sean P. Flanigan (4) 1,000 - %
Elgin Investments Ltd. (5) 1,523,880 8.42%
Finlay Investment Consulting (5) 905,500 5.00%
Ship Island Investments (5) 1,542,063 8.52%
1. As used in this table, "beneficial ownership" means the sole or
shared power to vote, or to direct the voting of, a security, or the sole or
share investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for purposes of
this table, a person is deemed, as of any date, to have "beneficial ownership"
of any security that such person has the right to acquire within 60 days after
such date.
2. Kenneth R. Legere is the President, Chief Executive Officer and
Chairman of the Board of Directors of Island Critical Care Corp.
3. Pfenning Investment Corporation is controlled by Mr. Wayne
Weber, Vice President, Chief Financial Officer and Treasurer of Island Critical
Care Corp.
4. Celticash Ltd. is controlled by Mr. Sean Flanigan, Vice
President, Chief Operating Officer, and Secretary of Island Critical Care Corp.
5. Elgin Investments Ltd., Ship Island Investments and Finlay
Investment Consulting are third party investors.
10
ADDITIONAL INFORMATION
INDEPENDENT ACCOUNTANTS
Upon appointment by the Board, Rotenberg & Company, LLP, independent public
accountants, audited and reported on the financial statements of the Company for
the fiscal year ended March 31, 2001. Such financial statements can be found in
the Company's 10KSB filed on June 1, 2001 and are incorporated by reference in
this Proxy Statement. Representatives of Rotenberg & Company, LLP are expected
to be present at the Annual Meeting.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission, are
incorporated herein by reference:
(i) The Company's Annual Report filed on Form 10-KSB filed with the
Commission on June 1, 2001 for the fiscal year ended March 31,
2001;
(ii) The Company's Quarterly Report filed on Form 10-QSB on February
14, 2001;
(iii) The Company's Amended Registration Statement for Small Business
Issuers filed on Form SB2/A on January 12, 2001; and,
(iv) The Company's Report on Unscheduled Material Events reported on
Form 8K on February 15, 2001.
ANNUAL MEETING
The 2001 Annual Meeting of Shareholders of the Company will be held on August 3,
2001 at 10:00 a.m. Atlantic Standard Time, at 9 Myrtle Street, Stratford, PE,
Canada, C1B 1P4.
OTHER MATTERS
The Board, as of June 25, 2001 was not aware of any matters to be presented for
action at the Annual Meeting other than the election of directors, approval of
the audited financial statements for the year ended March 31, 2001 and the re-
appointment of Rotenberg & Company, LLP as the Company's auditors, and do not
intend to bring any other matters before the Annual Meeting. If any other
matters properly come before the meeting, however, or any adjournment thereof,
the person or persons voting the proxies will vote in accordance with their best
judgment.
A copy of the Company's 2001 Annual Report on Form 10-KSB, incorporating the
Company's audited financial statements for the year ended March 31, 2001, as
required to be filed with the Commission will be provided upon written request
without charge to any shareholder whose proxy is being solicited by the Board.
The written request should be directed to the Secretary of the Company, 9 Myrtle
Street, Stratford, PE, Canada, C1B 1P4.
By Order of the Board of Directors
of Island Critical Care Corp.
/s/ Kenneth R. Legere
- -------------------------------
KENNETH R. LEGERE
President and Chief Executive Officer
11
ISLAND CRITICAL CARE CORP.
PROXY
FOR ANNUAL MEETING OF THE SHAREHOLDERS OF ISLAND CRITICAL CARE CORP. THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Sean Flanigan with full power of substitution,
as proxies to vote the shares which the undersigned is entitled to vote at the
Annual Meeting of the Company to be held at 9 Myrtle Street, Stratford, PE,
Canada, C1B 1P4, on August 3, 2001 at 10:00 a.m. Atlantic Standard Time, and at
any adjournments thereof.
Please mark your votes as indicated [X]
This proxy when properly signed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1,2,3 and 4.
1. Election of directors: Kenneth Legere, Wayne Weber, Sean Flanigan, Robert
Crosbie and Joseph Storer.
FOR Election NOT FOR Election
of directors of directors
[-] [-]
Except vote withheld from following nominee(s) listed above.
------------------------ ------------------------
2. Appointment of Auditors.
FOR Rotenberg & Company, LLP NOT FOR Rotenberg & Company, LLP
[_] [_]
3. Approval of the March 31, 2001 audited financial statements of the Company.
FOR Approval NOT FOR Approval
[_] [_]
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
Signature(s) Dated: , 2001
