4810 - 120th Street West, Apple Valley, MN 55124-8628 Telephone:
(952) 686-5495 or Fax: (952) 686-5427
November 25, 2003
ROBERT C. HARVEY
CHAIRMAN OF THE BOARD
AND
CHIEF EXECUTIVE OFFICER
Dear Shareholder:
You are cordially invited to join us for our Annual Meeting of
Shareholders to be held this year on Monday, January 5, 2004, at
11:00 a.m., local time, at the law firm of Faegre & Benson LLP,
2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis,
Minnesota.
The following notice of meeting identifies each business item for
your action. These items and the vote the Board of Directors
recommends are:
Item Recommended Vote
1. Election of five Directors FOR
2. Ratification of Stirtz Bernards Boyden
Surdel and Larter, P.A. FOR
We have also included a proxy statement that contains more
information about these items and the meeting.
Your vote is important. Whether you own a few or many shares of
stock, it is important that your shares be represented. If you
cannot personally attend, we encourage you to make certain that
you are represented at the meeting by voting and signing the
accompanying proxy card and promptly returning it in the enclosed
envelope.
/s/ Robert C. Harvey
Robert C. Harvey
Chairman of the Board and Chief Executive Officer
OAKRIDGE HOLDINGS, INC
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 5, 2004
TO THE SHAREHOLDERS OF COMMON STOCK
OF OAKRIDGE HOLDINGS, INC.
NOTICE IS HEREBY GIVEN, that the Annual Meeting of
Shareholders of Oakridge Holdings, Inc. (the "Company"), will be
held on Monday, January 5, 2004, at 11:00 a.m., local time, at
the law firm of Faegre & Benson LLP, 2200 Wells Fargo Center, 90
South Seventh Street, Minneapolis, Minnesota. The purposes of
the meeting are:
1. To elect five persons to serve as directors of the
Company until the next Annual Meeting of the
Shareholders or until their respective successors shall
be elected and qualified.
2. To ratify the appointment of Stirtz Bernards Boyden
Surdel & Larter, P.A. as the independent auditors of
the Company for the fiscal year ending June 30, 2004,
and
3. To transact such other business as may properly come
before the meeting and at any adjournments or
postponements of the meeting.
The Board of Directors set November 14, 2003, as the record date
for the meeting. This means that shareholders of Company common
stock, par value $.10 per share at the close on that date are
entitled to (1) receive notice of the meeting and (2) vote at the
meeting and any adjournments or postponements of the meeting. We
will make available a list of shareholders of the Company
entitled to vote at the meeting for inspection during normal
business hours from December 9, 2003 through December 31, 2003,
at the offices of Stinar HG, Inc., 3255 Sibley Memorial Highway,
Eagan, Minnesota. This list will also be available at the
meeting.
S/s Robert B. Gregor
By Order of the Board of Directors
Robert B. Gregor
Secretary
Apple Valley, Minnesota
November 25, 2003
TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY
AS POSSIBLE IN THE POSTAGE-PAID ENVELOPE ENCLOSED FOR THE
PURPOSE. IF A SHAREHOLDER DECIDES TO ATTEND THE MEETING, HE OR
SHE MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
OAKRIDGE HOLDINGS, INC.
4810 120TH Street West
Apple Valley, Minnesota 55124-8628
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 5, 2004
The Board of Directors of Oakridge Holdings, Inc. (the
"Company") furnishes you with this Proxy Statement to solicit
proxies on its behalf to be voted at the 2003 Annual Meeting of
Shareholders of the Company. The meeting will be held on Monday,
January 5, 2004 at 11:00 a.m., local time, or at any adjournments
or postponements of the Annual Meeting. The Annual Meeting will be
held at the law firm of Faegre & Benson LLP, 2200 Wells Fargo
Center, 90 South Seventh Street, Minneapolis, MN. The proxies also
may be voted at any adjournments or postponements of the meeting.
A shareholder can revoke a proxy by any one of the following
three actions: giving written notice to the Secretary of the
Company, delivering a later dated proxy or voting in person at the
meeting. The mailing address of the principal executive office of
the Company is located at 4810-120th Street West, Apple Valley, MN
55124. The date this Proxy Statement is first being mailed or
given to shareholders is November 25, 2003.
The Company will pay the cost of soliciting proxies in the
accompanying form. In addition to solicitation by the use of
mails, certain directors, officers and employees of the Company may
solicit proxies by telephone, telegram, electronic mail or personal
contact, and have requested brokerage firms and custodians,
nominees and other record holders to forward soliciting materials
to the beneficial owners of stock of the Company. All properly
executed written proxies delivered pursuant to this solicitation
(and not revoked later) will be voted at the meeting in accordance
with the directions given in this proxy. Below is a list of the
different votes shareholders may cast at the meeting pursuant to
this solicitation.
- In voting on the election of five directors to serve
until the 2004 Annual Meeting of Shareholders,
shareholders may vote in one of three ways:
(1) in favor of all nominees,
(2) withhold votes as to all nominees, or
(3) withhold votes as to specific nominees.
- The ratification of the appointment of Stirtz Bernards
Boyden Surdel & Larter, P.A. as independent auditors,
shareholders may vote in one of the three following ways:
(1) in favor of the proposal,
(2) against the proposal, or
(3) abstain from voting on the proposal.
Shareholders should specify their choice on each matter on the
enclosed proxy. If no instructions given, proxies which are signed
and returned, will be voted FOR the election of all nominees, and
FOR the proposal to ratify the appointment of Stirtz Bernards
Boyden Surdel & Larter, P.A.
Directors and all other proposals will require approval by a
majority of the votes cast by the holders of the shares of Company
common stock, par value $.10 per share (the "Common Stock") voting
in person or by proxy at the meeting. Shares represented by a proxy
card voted as abstaining on any of the proposals will be treated as
shares present and entitled to vote that were not cast in favor of
a particular matter, and thus will be counted as votes against the
matter. Thus, abstentions and broker non-votes will not be included
in vote totals and will not affect the outcome of the vote.
Only holders of Common Stock of record at the close of
business on November 14, 2003, are entitled to vote at the meeting
or adjournments or postponements of the meeting. Each owner of
record on the record date is entitled to one vote for each share of
Company Common Stock held. On the record date, 1,431,503 shares of
the Company's Common Stock were issued and outstanding. The
presence at the Annual Meeting, in person or by proxy, of the
holders of twenty percent (20%) of the outstanding shares of Common
Stock entitled to vote at the meeting is required for a quorum for
the transaction of business. Holders of shares of Common Stock are
not entitled to cumulate voting rights.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE PROPOSALS SET FORTH IN THE NOTICE OF MEETING AND
FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS LISTED IN THIS PROXY
STATEMENT.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Board of Directors:
The By-laws of the Company provide that the Board of Directors
(the "Board") will determine the number of directors. The Board
has set its size at five. The Board has nominated the five
individuals below to stand for election as directors of the Company
at the Annual Meeting.
Should any of these nominees become unable to serve for any
reason, or for good cause will not serve, which is not anticipated,
the Board of Directors may designate substitute nominees. If that
occurs, the persons named in the enclosed proxy will vote proxies
that would otherwise be voted for all named nominees for the
election of the substitute nominee or nominees.
Recommendation of the Board of Directors Concerning the Election of
Directors
The Board of Directors of the Company recommends a vote For
Robert Harvey, Robert Gregor, Hugh McDaniel, Pamela Whitney and
Robert Lindman to hold office until the 2004 Annual Meeting of
Shareholders. Proxies received by the Board of Directors will be
voted FOR all of the nominees unless shareholders specify a
contrary choice in their proxy.
Information about Nominees
The following information has been furnished to the Company,
as of November 25, 2003, by the persons who have been nominated by
the Board to serve as directors for the ensuing year.
Nominees for Election Age Principal Occupation Director Since
Robert C. Harvey 52 Chairman of the Board 1992
and Chief Executive
Officer of the
Company's wholly
owned subsidiaries.
Robert B. Gregor 52 V.P. Sales and 1993
Marketing of the
Company's wholly
owned subsidiary.
Hugh McDaniel 64 Real Estate Broker 1992
Pamela Whitney 51 Phillips 66, 2003
Inventory Exchange
Supervisor, CPA
Robert Lindman 60 Retired, former owner 2003
of Golden Triangle
Forms Co.
Other Information about Nominees
Except as indicated below, there has been no change in the
principal occupation or employment of the nominees during the past
five years.
Mr. Harvey has been the Chairman of the Board and Chief
Executive Officer of the Company since November 1992, and Chairman
and CEO/President of Oakridge Cemeteries and Stinar HG, Inc.
Mr. Gregor has been V.P. of Marketing and Sales for Stinar
H.G. Inc., since January 1, 1999, and prior to joining Stinar HG,
Inc. he was Senior Account Executive at E.F. Johnson Company since
1993.
Mr. McDaniel is retired Commander of the United States Naval
Reserves and has been a residential real estate broker since 1973.
Ms. Pamela Whitney has been an Inventory Exchange Supervisor
at Phillips 66 since 2000, and prior to joining Phillips 66 was at
the CPA firm of Kilpatrick, Luster & Co., PLLC.
Mr. Robert Lindman is retired, and before retiring in 2000 was
the sole owner of Golden Triangle Forms Company which he owned for
30 years.
Information about the Board and its Committees
The business and affairs of the Company are managed by the
Board, which met one time in person and once by telephone during
the fiscal year ended June 30, 2003. All of the directors attended
all meetings of the Board. The Board of Directors has established
three committees: the Compensation Committee, the Corporate
Governance Committee and the Audit Committee, each of which is
briefly described below. The Board of Directors has no other
committees.
Compensation Committee
The Compensation Committee reviews and approves the Company's
compensation philosophy and programs covering executive officers
and key management employees. The Committee also determines
compensation of officers and senior employees of the Company (other
than the Chief Executive Officer) and makes recommendations to the
Board of Directors concerning the compensation of the Chief
Executive Officer of the Company. The Compensation Committee also
determines any grants of stock or stock options. The Compensation
Committee did not meet in fiscal year 2003. The Company's
Compensation Committee currently consists of Robert Gregor, Pamela
Whitney and Robert Lindman.
Corporate Governance Committee
The Corporate Governance Committee addresses all matters of
corporate governance, evaluates qualifications and candidates for
positions on the Board, evaluates the performance of the Chief
Executive Officer, and the Board, and reviews succession plans and
senior management performance. The Corporate Governance Committee
did not meet in fiscal year 2003. The Company's Corporate
Governance Committee currently consists of Robert Lindman, Pamela
Whitney and Hugh McDaniel.
Audit Committee
The Audit Committee meets with management to review the scope
and results of audits performed by the Company's independent
accountants. The Committee also meets with the independent
auditors and with appropriate Company financial personnel about
internal controls and financial reporting. The Committee is the
agent of the Board of Directors in assuring the adequacy of the
Company's financial, accounting and reporting control processes.
The Committee is also responsible for recommending to the Board of
Directors the appointment of the Company's independent accountants.
The Audit Committee met once in fiscal year 2003 by telephone. The
Company's Audit Committee currently consists of Robert Harvey,
Pamela Whitney, and Hugh McDaniel. The Company's Board of
Directors will follow the advice of the Audit Committee on
transactions the could have the potential appearance of not being
at arms length transaction.
Direction Compensation
Each non-employee director of the Company is paid a $500
annual retainer fee, plus $200 per meeting attended in person, and
all out-of-pocket expenses incurred on behalf of the Company are
reimbursed.
Certain Relationships and Related Transactions
In the ordinary course of business, we may from time to time
engage in transactions with other corporations or individuals whose
officers or directors are also directors of the Company. In all
cases, these transactions are conducted on an arm's length basis,
and none of the transactions require more specific disclosure under
applicable SEC rules and regulations.
Principal Shareholders and Beneficial Ownership of Management
The following table sets forth information regarding
beneficial ownership of Company Common Stock by each person who is
a beneficial owner of more than 5% of the Common Stock issued and
outstanding, by each executive officer named in the Summary
Compensation Table, by each director and nominee and all officers
and directors as a group. The address for all executive officers
and directors of the Company is the Company's business address.
Name Number of shares Percent of
beneficially Class
owned(1)(2)
Robert C. Harvey 411,329(3) 24.3%
Robert B. Gregor 197,689(4) 11.7%
Hugh McDaniel 5,100 .3%
Pamela Whitney -- --
Robert Lindman -- --
Jerry Kenline 210,000(5) 12.4%
All directors and executive 614,118 36.3%
Officers as a group (5
persons)
(1)Unless otherwise noted, all shares shown are held by persons
possessing sole voting and investment power with respect to such
shares.
(2)Shares not outstanding but deemed beneficially owned by virtue
of the right of a person or member or a group to acquire them
within 60 days are treated as outstanding only when determining
the amount and percent owned by such person or group.
(3)Includes 50,307 shares held by Mr. Harvey's wife and children in
which Mr. Harvey may be deemed to share voting and investment
power, but as to which he disclaims beneficial ownership.
Includes 110,000 shares that could be acquired upon conversion
of a convertible subordinated debenture.
(4)Includes 8,125 shares held by Mr. Gregor's wife and children, to
which Mr. Gregor may be deemed to share voting an investment
power, but as to which he disclaims beneficial ownership. Also
112,564 are held jointly by Mr. Gregor and his wife. Includes
50,000 shares that could be acquired upon exercise of an option
and the conversion of the convertible subordinated debenture.
(5)175,000 of the 213,000 shares total listed in the table are
shares that could be acquired upon exercise of the convertible
subordinated debenture.
Executive Compensation and Other Benefits
Summary of Cash and Certain Other Compensation
The following table sets forth the cash and non-cash
compensation for each of the last three fiscal years awarded to or
earned by the Chief Executive Officer of the Company and each of
the other most highly compensated Executive Officers of the Company
receiving remuneration exceeding $100,000 in 2003.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Other Annual
Principal Position Year Salary Bonus Compensation
Robert C. Harvey(1) 2003 $189,000 - -
Chairman of the 2002 $180,000 - -
Board and Chief 2001 $180,000 $22,500 -
Executive Officer
Robert B. Gregor(2) 2003 $121,899 - $260
Secretary and 2002 $130,946 - $283
Vice President 2001 $147,487 - -
(1)Mr. Harvey was employed by the Company as Chairman of the Board
and Chief Executive Officer in November 1992.
(2)Mr. Gregor was employed by the Company as Vice President of
Marketing and sales in January 1, 1999.
Option Grants and Exercises
The Company did not grant options to the executive officers named
in the Summary Compensation Table.
AGGREGATE OPTION
EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<s> <c> <c> <c> <c> <c> <c>
Number of Shares Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at Fiscal Year-End At Fiscal Year-End(1)
Name Shares Value Exercisable Unexercisable Exercisable Unexercisable
Acquired Realized
On
Exercise
Robert C. Harvey - - - - $- $-
Robert B. Gregor - - 10,000 - $- $-
(1)Value is based on the difference between the per share average
bid and asked prices of the Company's Common Stock on June 30, 2003
($ .47 per share) and the exercise price of the options. At
June 30, 2003, all options were out-of-the-money.
Employment Agreements
The Company has a four-year employment contract with Mr.
Harvey, the Chairman and Chief Executive Officer of the Company,
effective July 1, 2000. Under the agreement, Mr. Harvey is to
receive annual compensation of $180,000, with annual adjustments of
5% yearly and any incentive bonus to be decided by the board of
directors.
PROPOSAL NO. 2 -- RELATIONSHIP WITH AND APPOINTMENT OF INDEPENDENT
AUDITORS
The Board of Directors has selected Stirtz Bernard Boyden
Surdel & Larter, P.A., independent auditors, to audit the financial
statements of the Company for the year ending June 30, 2004 and
recommends that the shareholders vote for confirmation of such
selection. Confirmation will require the affirmative vote by
holders of a majority of shares present in person or represented by
proxy, and entitled to vote on the matter.
Representatives of Stirtz Bernard Boyden Surdel & Larter, P.A.
are expected to be present at the Annual Meeting with opportunity
to make a statement if they desire to do so, and are expected to be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE RATIFICATION OF THE APPOINTMENT OF STIRTZ BERNARD BOYDEN SURDEL
& LARTER, P.A. AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING
JUNE 30, 2004.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires the Company's directors and
executive officers and all persons who beneficially own more than
10% of the outstanding shares of the Company's Common Stock to file
with the SEC initial reports of ownership and reports of changes in
ownership of the Company's Common Stock. Executive officers,
directors and greater than 10% beneficial owners are also required
to furnish the Company with copies of all Section 16(a) forms they
file.
To the company's knowledge based solely on our review of the
forms furnished to us and written representations from certain
reporting persons, we believe that all filing requirements
applicable to our executive officers, directors and persons who own
more than 10% of our common stock were complied with in fiscal year
2003.
Audit Committee Report
The Audit Committee of the Board of Directors consists of
three members, of which Hugh McDaniel and Pamela Whitney are
independent and Robert Harvey is not an independent director (as
that term is defined in Rule 4200(a) of the National Association of
Securities Dealers' Marketplace Rules).
The Audit Committee assists the Board in overseeing and
monitoring the integrity of the Company's financial reporting
process, its compliance with legal and regulatory requirements and
the quality of its internal and external audit processes. The
Board of Directors of the Company has not adopted a written charter
of its Audit Committee.
Management has primary responsibility for the Company's
financial statements and the overall reporting process, including
its system of internal controls. Stirtz Bernards Boyden Surdel &
Larter, P.A., the Company's independent auditors, audits the annual
consolidated financial statements prepared by management and
expresses an opinion on whether those statements fairly present in
all material respects our financial position, results of operations
and cash flow under generally accepted accounting principles.
In fulfilling its responsibilities for the review of the
Audited Consolidated Financial Statements for the year ended June
30, 2003, the Audit Committee:
Reviewed and discussed the audited consolidated financial
statements for the year ended June 30, 2003 with management and
Stirtz Bernards Boyden Surdel & Larter, P.A.
Discussed with Stirtz Bernards Boyden Surdel & Larter, P.A. the
matters required to be discussed in Statement of Auditing Standards
No. 61 regarding communication with audit committees.
Received written disclosure and the letter from Stirtz Bernards
Boyden Surdel & Larter, P.A. required by Independence Standards
Board No. 1 and have discussed with the auditors the auditor's
independence.
Based upon this review, the Audit Committee recommended to the full
Board of Directors that the Audited Consolidated Financial
Statements to be included in the Company's Annual Report on Form 10-
KSB for the year ended June 30, 2003 filed with the Securities and
Exchange Commission.
THE AUDIT COMMITTEE
ROBERT HARVEY PAMELA WHITNEY HUGH MCDANIEL
Audit Fees
Aggregate fees for professional services rendered for the Company
by Stirtz Bernards Boyden Surdel & Larter, P.A. for the years ended
June 30, 2003, and 2002, were:
2003 2002
Audit Fees $46,070 $42,555
Audit-Related Fees -
-
Tax Fees -
-
All Other Fees -
-
Total $46,070 $42,555
The Audit Fees for the years ended June 30, 2003, and 2002,
were for professional services in connection with the audits of the
consolidated financial statements of the Company and Securities and
Exchange quarterly (10-QSB) and yearly filings (10-KSB).
The de minimis exception was not used for any fees paid to by
Stirtz Bernards Boyden Surdel & Larter, P.A.
The Audit Committee has considered whether the provision of the
above services other than audit services is compatible with
maintaining by the independence of Stirtz Bernards Boyden Surdel &
Larter, P.A.
Preapproval Policies and Procedures
Rules adopted by the Securities and Exchange Commission in order to
implement requirements of the Sarbanes-Oxley Act of 2002 require
public company audit committees to pre-approve audit and non-audit
services. All auditing services and non-audit services provided by
Stirtz Bernards Boyden Surdel & Larter, P.A. must be preapproved by
the Audit Committee. The non-audit services specified in Section
10A(g) of the Securities Exchange Act of 1934 may not be provided
by Stirtz Bernards Boyden Surdel & Larter, P.A.
In addition, our Audit Committee has adopted policies and
procedures pursuant to which audit, audit-related and tax services,
and all permissible non-audit services, are pre-approved by
category of service. The policies require the Audit Committee to
be informed of each service, and the policies do not include any
delegation of the Audit Committee's responsibilities to management.
SHAREHOLDER PROPOSAL FOR 2004 ANNUAL MEETING
The proxy rules of the Securities and Exchange Commission
permit shareholders, after timely notice to issuers, to present
proposals for shareholder action in issuer proxy statements where
such proposals are consistent with applicable law, pertain to
matters appropriate for shareholder action and are not properly
omitted by issuer action in accordance with the proxy rules. The
Company's annual meeting for the fiscal year ending June 30, 2004,
is expected to be held on or about December 31, 2004, and proxy
materials in connection with that meeting are expected to be mailed
on or about November 15, 2004. Except as indicated below,
shareholder proposals prepared in accordance with the proxy rules
must be received by the Company on or about July 25, 2004 for
inclusion in the proxy statement for the Company's 2004 annual
meeting. Any other shareholder proposal must be received by the
Company at its principal executive office no later than October 11,
2004 in order to be presented at the 2004 annual meeting of
shareholders.
OTHER MATTERS
The management of the Company knows of no matter other than
the foregoing to be brought before the Annual Meeting. However, if
any other matters should properly come before the Annual Meeting,
the persons named in the enclosed proxy card will have a
discretionary authority to vote on the proposal.
Under Minnesota law, each item of business properly presented
at a meeting of shareholders generally must be approved by the
affirmative vote of the holders of a majority of the voting power
of the shares present, in person or by proxy, and entitled to vote
on that item on business. However, if the shares present and
entitled to vote on that item of business would not constitute a
quorum for the transaction of business at the meeting, then the
item must approved by a majority of the voting power of the minimum
number of shares that would constitute such a quorum. A
shareholder who submits votes by proxy (including, in the case of
shares held in street name, votes directly by brokers at their
discretion on certain non-controversial matters) but does not vote
on a specific item of business is not considered to be present and
entitled to vote with respect to such item of business. On the
other hand, a shareholder who specifically abstains with respect to
an item of business but otherwise gives a proxy authority to vote
on the shareholder's behalf will be counted as being present and
entitled to vote on such item even though the proxy may not be
voted on such item on the shareholder's behalf.
MISCELLANEOUS
THE ANNUAL REPORT OF THE COMPANY FOR THE YEAR ENDED JUNE 30,
2003 IS ENCLOSED HEREWITH. SHAREHOLDERS MAY RECEIVE WITHOUT CHARGE
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING
FINANCIAL STATEMENTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, BY WRITING TO: CORPORATE SECRETARY, OAKRIDGE HOLDINGS,
INC. 4810-120th STREET WEST, APPLE VALLEY, MINNESOTA 55124-8628
By Order of the Board of Directors
s/s Robert Gregor
Robert Gregor
Secretary
November 25, 2003