UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
EQUIDYNE CORPORATION
(Name of Registrant as Specified in its Charter)
MFC BANCORP LTD.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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[GRAPHIC OMITED]
NEWS RELEASE
FOR IMMEDIATE RELEASE JUNE 25, 2003
Contact: Allen & Caron Inc. Rene Randall
Joseph Allen (investors) (604) 683-8286
(212) 691-8087 rrandall@bmgmt.com
joe@allencaron.com ------------------
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or
Kari Rinkeviczie (media)
(616) 647-0780
kari@allencaron.com
MFC BANCORP LTD ANNOUNCES FILING OF PRELIMINARY PROXY STATEMENT
& COURT APPLICATION RELATED TO EQUIDYNE CORPORATION
NEW YORK CITY, (June 25, 2003) - - - MFC Bancorp Ltd. (Nasdaq: MXBIF and
Frankfurt Stock Exchange: MFC GR) today announced that it filed a preliminary
proxy statement with the Securities and Exchange Commission on June 24, 2003
nominating various individuals for the Board of Directors of Equidyne
Corporation (Nasdaq: IJX) ("Equidyne" or "the Company"). MFC also announced
that it had filed a complaint in the Court of Chancery in the State of Delaware
("the Court") requesting that the Court, among other things, order Equidyne to
hold its 2003 annual general meeting of shareholders ("the Meeting") thirty
days following the date of such order. MFC has entered into an agreement with
Equidyne's largest shareholder pursuant to which such shareholder has agreed to
vote in favor of MFC's nominees at the Meeting.
Equidyne has suffered persistent operating losses, and from February 22, 2000 to
June 24, 2003 its market capitalization fell from over $150 million to
approximately $6 million as its stock price declined by more than 95%. In the
three months ended April 30, 2003, the Company had an operating loss of $687,000
on
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MFC BANCORP LTD ANNOUNCES FILING OF PRELIMINARY PROXY STATEMENT
& COURT APPLICATION RELATED TO EQUIDYNE CORPORATION
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revenues of only $14,000; not surprisingly, the Company has announced that it is
seeking 'diversification strategies not necessarily related to the medical
field'. In the meantime management has, in MFC's opinion, continued to
collect excessive compensation for a company with the size and circumstances of
Equidyne. The Company's Chief Executive Officer, President and Chief Financial
Officer have a combined base salary of over $600,000 per year. In addition to
salary, the Company paid $187,000 of "executive management bonuses" in the
quarter ended January 31, 2003. The Company's Chief Executive Officer was also
paid a "bonus" of $120,000 for his services to the Board in the first five
months of fiscal 2002 and a "signing bonus" of $80,000 when he was appointed
Chief Executive Officer in December 2001. Despite the Company's poor
performance, in January 2003, the Board issued to the Company's Chief Executive
Officer and President an aggregate of 630,000 stock options at an exercise price
of only $0.34 per share, a price equal to approximately one-third of the
Company's book value per share as set out in the Quarterly Report on Form 10-QSB
for the period ended January 31, 2003. This issuance is in addition to an
issuance of 1,050,000 options to the same two persons in December 2001 when they
were appointed to their positions. By contrast, according to public records on
file with the Securities and Exchange Commission (the "SEC"), the Company's
Chief Executive Officer, President and Chief Financial Officer held a combined
total of only 148,300 shares (less than 1% of the Company's outstanding shares)
as of September 30, 2002.
Equidyne's Board has further put its own interests ahead of those of
shareholders by not scheduling its 2003 Meeting within the time limits
prescribed by Delaware law. MFC has thus had to take the extraordinary remedy
of seeking an order from the Court in order to force Equidyne to hold its annual
meeting.
MFC believes that Equidyne's Board of Directors has failed to create or even
preserve shareholder value, and has allowed the Company to be run in the
interests of management as opposed to shareholders. As such, MFC, with the
support of the Company's largest shareholder, is proposing a new Board of
Directors
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MFC BANCORP LTD ANNOUNCES FILING OF PRELIMINARY PROXY STATEMENT
& COURT APPLICATION RELATED TO EQUIDYNE CORPORATION
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for Equidyne. If successful in electing its nominees, the Company will seek to
create shareholder value by:
- - preserving the Company's capital by minimizing overhead expenses including
the elimination of excessive management salaries;
- - discontinuing investments and expenses related to the needle free
industry, other than those which the MFC Nominees believe will
realistically produce an attractive return through realization of value
from the Company's existing technologies; and
- - seeking new business opportunities, investments and acquisitions so as to
utilize the Company's capital and public listing.
Michael Smith, President of MFC, remarked "We are very disappointed in the
actions taken by Equidyne's Board. Given the huge losses incurred by
stockholders and the Company's poor financial performance, we find it incredible
that the board has refused to schedule its shareholder's meeting in compliance
with Delaware law thus preventing stockholders from exercising their fundamental
right to nominate and vote for the directors of their choice. Nonetheless, we
look forward to establishing a reconstituted board of directors for the Company
which will work positively towards preserving and enhancing shareholder value."
For further information please contact Rene Randall or Roy Zanatta in North
America at (604) 683 8286 or Manuel Hertweck in Germany at + (49 30) 20 94 58
00.
ABOUT MFC BANCORP
MFC Bancorp Ltd. owns companies that operate in the financial services industry,
specialising in merchant banking internationally. To obtain further information
on the Company, please visit its web site at www.mfcbancorp.com
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MFC BANCORP LTD ANNOUNCES FILING OF PRELIMINARY PROXY STATEMENT
& COURT APPLICATION RELATED TO EQUIDYNE CORPORATION
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Certain statements included herein are "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995. Management of MFC
cautions that forward-looking statements are not guarantees and that actual
results could differ materially from those expressed or implied in the
forward-looking statements. Important factors that could cause the actual
results of operations or financial condition of MFC to differ include, but are
not necessarily limited to, the risks and uncertainties discussed in documents
filed by MFC with the Securities and Exchange Commission.
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